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<br />. <br /> <br />CITY OF ARDEN HILLS <br />RAMSEY COUNTY <br />STATE OF MINNESOTA <br /> <br />RESOLUTION NO. 96-53 <br /> <br />RESOLUTION CONSENTING TO THE TRANSFER OF CONTROL OF <br />AND CERTAIN OWNERSHIP INTERESTS <br />IN A CABLE TELEVISION FRANCHISE TO U. S. WEST <br /> <br />WHEREAS, the cable television franchise (the "Franchise") of the municipality of Arden Hills <br />(the "Authority") is currently owned and operated by Group W Cable of the North Suburbs, d/b/a <br />Meredith Cable Company ("Group W"), which is owned by MeredithlNew Heritage Strategic <br />Partnership, LP. ("MNHSP"); and <br /> <br />WHEREAS, the general partner of MNHSP, has entered into a Purchase Agreement dated <br />March 15, 1996 with Continental Cablevision, Inc. ("Continental") whereby Group W will be <br />owned by Continental (the "Meredith/Continental Agreement"); and <br /> <br />WHEREAS, Continental will guarantee the Franchise obligations pursuant to a Corporate <br />Guaranty; and <br /> <br />WHEREAS, the Authority has consented to the transaction described in the <br />. Meredith/Continental Agreement; and <br /> <br />WHEREAS, Continental intends on merging into US WEST, Inc., or a wholly owned subsidiary <br />of US WEST, Inc., (herein collectively known as "US WEST"), pursuant to that certain <br />Agreement and Plan of Merger dated February 27,1996 (the "Continental/US WEST <br />Agreement"); and <br /> <br />WHEREAS, Group W will continue to hold the Franchise; and <br /> <br />WHEREAS, the Authority has received a request for consent to the merger of Continental and <br />US WEST (the "Continental/US WEST Merger"); and <br /> <br />WHEREAS, no notice of breach or default under the Franchise has been issued by Authority <br />within the past twelve (12) months, and none is outstanding; and <br /> <br />WHEREAS, the Authority has determined that subject to certain conditions which must be met, <br />US WEST possesses the requisite legal, technical and financial qualifications; <br /> <br />NOW THEREFORE, BE IT RESOLVED, that the Continental/US WEST Merger is hereby <br />consented to by the Authority, and permitted conditioned upon: <br /> <br />. <br /> <br />1. <br /> <br />Execution and delivery of a Corporate Guaranty from US WEST, Inc. In the form <br />attached hereto; and <br />
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