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L <br /> Resolution 96- 0 5 2 <br /> • RESOLUTION CONSENTING TO THE TRANSFER OF <br /> CONTROL OF AND CERTAIN OWNERSHIP INTERESTS IN <br /> A CABLE TELEVISION FRANCHISEE TO CONTINENTAL <br /> WHEREAS, the cable television franchise (the "Franchise") of the municipality of St. <br /> Anthony (the "Authority") is currently owned and operated by Group W Cable of the North <br /> Suburbs d/b/a Meredith Cable Company ("Group W") which is owned by Meredith/New Heritage <br /> Strategic Partnership, L.P. ("MNHSP"); and <br /> WHEREAS, the general partner of MNHSP has entered into a Purchase Agreement dated <br /> March 15, 1996 with Continental Cablevision, Inc. ("Continental") whereby said general partner <br /> is proposed to be replaced by North Central Communications Corp., Continental of Minnesota, <br /> Inc. or Continental of St. Paul, Inc., both wholly owned subsidiaries of Continental (the <br /> "Meredith/Continental Agreement"); and <br /> WHEREAS, Group W will continue to hold the Franchise; and <br /> WHEREAS, the Authority has received a request for consent to the transfer of control <br /> contemplated by the Meredith/Continental Agreement; and <br /> • WHEREAS, no notice of breach or default under the Franchise has been issued by <br /> Authority within the past 12 months and none is outstanding; and <br /> WHEREAS, the Authority has determined that subject to certain conditions which must <br /> be met, Continental possesses the requisite legal, technical and financial qualifications; <br /> NOW, THEREFORE, BE IT RESOLVED, that the transfer contemplated by the <br /> Meredith/Continental Agreement is hereby consented to by the Authority and permitted <br /> conditioned upon: <br /> 1. Execution and delivery of a Corporate Guaranty from Continental Cablevision, <br /> Inc. in the form attached hereto; and <br /> 2. Documentation that a wholly owned subsidiary of Continental Cablevision, Inc. is <br /> duly admitted as a successor general partner pursuant to the Restated Agreement <br /> of Limited Partnership of Meredith/New Heritage Strategic Partners, L.P. dated <br /> December 30, 1991 or any amendment thereof; and <br /> 3. Payment of$100,000 to the North Suburban Cable Commission as required in the <br /> Memorandum of Understanding between the Authority and Group W for <br /> equipment purchases; and <br /> is <br />