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Resolution 96- 13 <br />RESOLUTION CONSENTING TO THE TRANSFER OF <br />• CONTROL OF AND CERTAIN OWNERSHIP INTERESTS IN <br />A CABLE TELEVISION FRANCHISEE TO CONTINENTAL, <br />WHFaE2EA.S, the cable television franchise (the "Franchise") of the municipality of Falcon <br />Heights (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 />WI~REAS, 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 />L~ <br />