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<br /> , <br /> \ <br /> . STATE OF MINNESOTA <br /> COUNTY OF RAMSEY <br /> CITY OF ARDEN HILLS <br /> RESOLUTION NO. 92-51 APPROVING THE <br /> TRANSFER OF OWNERSHIP OF NORTH CENTRAL <br /> CABLE COMMUNICATIONS CORPORATION <br /> WHEREAS, Hauser Cable of Minnesota, Inc. , a Delaware corpora- <br /> tion, Hauser Cable Communications, Inc. , a Delaware corporation, <br /> and continental Cablevision of Minnesota, Inc., a Minnesota <br /> corporation (hereinafter "Transferors") , originally owned One <br /> Hundred percent (100%) of the outstanding stock of North Central <br /> Cable Communications Corporation (hereinafter "North Central") ; and <br /> WHEREAS, North Central, by and through GrOUp W Cable of The <br /> North Suburbs, Inc. , a wholly owned subsidiary, owns, operates and <br /> maintains a cable television system in the City pursuant to the <br /> terms and conditions of city Ordinance No. ?RO , as amended, <br /> (hereinafter "Franchise"); and <br /> WHEREAS, through an interim transaction completed on or before <br /> December 31, 1991, Transferors' interest in the outstanding stock <br /> of North Central was modified so that the stock of Continental <br /> Cablevision of Minnesota, Inc. (hereinafter "continental"), <br /> previously 50%, was transferred to result in continental's <br /> . ownership of 19 1/2% of the stock with 30 1/2% of the stock owned <br /> by NCC HOlding Co., Inc. , a Massachusetts Corporation (hereinafter <br /> "Holdco"), an entity in which continental retained all voting stock <br /> and transferred non-voting stock in the holding company to <br /> Meredith/New Heritage Strategic Partners, L.P. (hereinafter <br /> "Transferee") ; and <br /> WHEREAS, Transferors desire to sell and otherwise transfer all <br /> of their shares of the capital stock of North Central, together <br /> with all of the voting stock of Holdco, to Transferee, in whom <br /> Meredith/New Heritage Partnership will initially hold, as general <br /> partner, a 72.73% interest and continental, a Limited Partner, will <br /> initially acquire a 27.27% interest; and <br /> WHEREAS, the city has been informed that the ownership <br /> interests in Transferee, after taking into account all notes <br /> delivered as capital contributions to Transferee, will be 62.1% for <br /> Meredith/New Heritage Partnership, general partner and 37.9% for <br /> continental Cablevision of Minnesota, Inc. , Limited Partner; and <br /> . <br />