HomeMy WebLinkAboutCC RES 96-053 RESOLUTION CONSENTING TO THE TRANSFER OF CONTROL OF AND CERTAIN OWNERSHIP INTERESTS IN A CABLE TELEVISION FRANCHISE TO US WEST Meeting Sheet
IIIIIIVIIIVIIIVIIIVIIIVIIIIIIIIIII
103316
Box: 26
Folder: RES 1996
Document: CC RES 96-053 RESOLUTION CONSENTING TO THE
TRANSFER OF CONTROL OF AND CERTAIN OWNERSHIP INTERESTS IN
A CABLE TELEVISION FRANCHISE TO US WEST
• Resolution 96- 053
RESOLUTION CONSENTING TO THE TRANSFER OF
CONTROL OF AND CERTAIN OWNERSHIP INTERESTS IN
A CABLE TELEVISION FRANCHISEE TO US WEST
WHEREAS, the cable television franchise (the "Franchise") of the municipality of St.
Anthony (the "Authority") is currently owned and operated by Group W Cable of the North
Suburbs d/b/a Meredith Cable Company ("Group W"), which is owned by Meredith/New
Heritage Strategic Partnership, L.P. ("MNHSP"); and
WHEREAS, the general partner of MNHSP, has entered into a Purchase Agreement dated
March 15, 1996 with Continental Cablevision, Inc. ("Continental") whereby Group W will be
owned by Continental (the "Meredith/Continental Agreement"); and
WHEREAS, Continental will guarantee the Franchise obligations pursuant to a Corporate
Guaranty; and
WHEREAS, the Authority has consented to the transaction described in the
Meredith/Continental Agreement; and
WHEREAS, Continental intends on merging into US WEST, Inc. or a wholly owned
subsidiary of US WEST, Inc., (herein collectively known as "US WEST") pursuant to that certain
Agreement and Plan of Merger dated February 27, 1996 (the "Continental/US WEST
Agreement"); and
WHEREAS, Group W will continue to hold the Franchise; and
WHEREAS, the Authority has received a request for consent to the merger of Continental
and US WEST (the "Continental/US West Merger"); and
WHEREAS, no notice of breach or default under the Franchise has been issued by
Authority within the past 12 months and none is outstanding; and
WHEREAS, the Authority has determined that subject to certain conditions which must
be met, US WEST possesses the requisite legal, technical and financial qualifications;
NOW, THEREFORE, BE IT RESOLVED, that the Continental/US West Merger is
hereby consented to by the Authority and permitted conditioned upon:
1. Execution and delivery of a Corporate Guaranty from US WEST, Inc. in the form
attached hereto; and
•
2. Securing all necessary federal, state, and local government waivers, authorizations,
• or approvals relating to US WEST's acquisition and operation of the system to the
extent provided by law; and
3. Reimbursement of all reasonable fees incurred in the Authority's review of the
proposed transactions; and
4. The successful closing of the Transaction described in the Continental/US WEST
Agreement.
BE IT RESOLVED FURTHER, that nothing herein shall be construed or interpreted to
constitute any approval or disapproval of or consent or non-consent to US WEST's Petition for
Special Relief currently pending before the FCC, or any other federal, state, or local government
waivers, authorizations or approvals, other than that transaction delineated above.
BE IT RESOLVED FURTHER, that US WEST may, at any time and from time to time,
assign or grant or otherwise convey one or more liens or security interests in its assets, including
its rights, obligations and benefits in and to the Franchise (the "Collateral") to any lender
providing financing to US WEST ("Secured Party"), from time to time. Secured Party shall have
no duty to preserve the confidentiality of the information provided in the Franchise with respect
to any disclosure (a) to Secured Party's regulators, auditors or attorneys, (b) made pursuant to the
order of any governmental authority, (c) consented to by the Authority or (d) any of such
• information which was, prior to the date of such disclosure, disclosed by the Authority to any
third party and such party is not subject to any confidentiality or similar disclosure restriction with
respect to such information subject, however, to each of the terms and conditions of the Franchise.
Adopted this a OL day of ae 1996.
Mayor
ATTEST:
City Clerk
Reviewed for administration:
City maniger
The undersigned, being the duly appointed, qualified and acting Clerk of the City of St.
Anthony, Minnesota hereby certifies that the foregoing Resolution No. R L, —O 5 3
is a true, correct and accurate copy of Resolution No. 9 io —0 5 :3 duly and lawfully
passed and adopted by the City of St. Anthony on the a day of 3P evrl L,e r
1996.
City Clerk