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<br /> WHEREAS, the Transfer Application discloses that Meredith/New <br /> . Heritage Partnership, which is the general partner of Transferee <br /> and holds a 62.1% ownership interest in Transferee, may in certain <br /> circumstances be required or have the right to purchase the limited <br /> partnership interest of continental Cablevision of Minnesota, Inc. <br /> subject to the requirements of local, state and federal law; and <br /> WHEREAS, Meredith Cable, Inc. ("Meredith Cable"), a wholly- <br /> owned subsidiary of Meredith Corporation ("Meredith") , currently <br /> holds a 54.6% ownership interest in Transferee through its 88% <br /> ownership of the General Partner of Transferee and has the right to <br /> acquire total ownership and management control of both the General <br /> Partner and Transferee, subject to the requirements of local, state <br /> and federal law; and <br /> WHEREAS, the interim transaction has taken place; and <br /> WHEREAS, the Transferors have requested the consent from the <br /> city to a change in ownership and control of North Central to <br /> Transferee; and <br /> WHEREAS, City has waived any right of first refusal to <br /> purchase the stock acquired by Transferee as such right of first <br /> refusal applies to the pending sale and transfer; and <br /> WHEREAS, the North SUburban Cable Communications commission <br /> . (hereinafter "commission") has been delegated the authority and <br /> responsibility to coordinate, administer and enforce the Cable <br /> communications Franchise Ordinance on behalf of the city pursuant <br /> to the terms of a Joint and Cooperative Agreement for the Adminis- <br /> tration of a Cable Television Franchise; and <br /> WHEREAS, the commission has held public hearings on behalf of <br /> City and has reviewed the legal, technical, character and financial <br /> qualifications of Transferee and its general partner Meredith/New <br /> Heritage Partnership and finds no reasonable basis to deny the <br /> request for transfer as a result of said review, except for those <br /> conditions listed below; and <br /> WHEREAS, the Commission has recommended to city approval of <br /> the transfer of control of North Central to Transferee subject to <br /> the actual closing of the stock sale and subject to the conditions <br /> listed below; and <br /> WHEREAS, the Commission has also recommended approval of a <br /> request by Transferee to permit the pledge as security to its <br /> lenders of the stock and assets of North Central and its <br /> SUbsidiaries, which would include Group W Cable of The North <br /> Suburbs, Inc. ; and <br /> . 2 <br /> - <br />