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Resolution 96- 14 • 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 Falcon Heights (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 ~~IHEREAS, 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 Guaranty; and guarantee the Franchise obligations pursuant to a Corporate 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" • Agreement and Plan of Merger dated February 27, 1996 (the "Continenttal/US t cWEST Agreement"); and WHEREAS, Group W will continue to hold the Franchise; and aJ]EIEREAS, the Authority has received a request for consent to the merger of Continental and US WEST (the "ContinentaULTS 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 TT RESOLVED, that the ContinentaWS 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 :]