HomeMy WebLinkAbout96-054CITY OF ARDEN �IILY�S
RAMSEY COUNT�
STATE OF MINNESOTA
RESOLUTION NO. 96-54
RESOLUTION CONSENTING TO THE TRANSFER OF CONTROL OF
AND CERTAIN OWNERSHIP INTEI2ESTS
IN A CABI,E TELEVISION FRANC�IISE TO CONTINENTAL
WHEREAS, the cable television franchise (the "Franchise") of the municipality of Arden Hills
(the "Authority") is currently owned and operated by Group W Cable of the North Suburbs, d1b/a
Meredith Cable Company ("Group W"), which is owned by Meredith/New Heritage Strategic
Partnership, L.P. ("MNHSP"); and
WHEREAS, the general partner of MNHSP, has entered into a Purchase Agreement dated
March 15, 1996 with Continental Cablevision, Inc. ("Continental") whereby said general partner
is proposed to be replaced by North Central Communications Corp., Continental of Minnesota,
Inc. or Continental of St. Paul, Inc., both wholly owned subsidiaries of Continental (the
"Meredith/Continental Agreement"); and
WHEREAS, Group W will continue to hold the Franchise; and
; -. WHEREAS, the Authority has received a request for consent to the transfer of control
contemplated by the Meredith/Continental Agreement; and
WHEREAS, no notice of breach or default under the Franchise has been issued by Authority
within the past twelve (12) months, and none is outstanding; and
WHEREAS, the Authority has determined that subject to certain conditions which must be met,
Continental possesses the requisite legal, technical and financial qualifications;
NOW THEREFORE, BE IT RESOLVED, that the transfer contemplated by the
Mereditl�/Continental Agreement is hereby consented to by the Authority, and permitted
conditioned upon:
Execution and delivery of a Corporate Guaranty from Continental Cablevision,
Inc. in the form attached hereto; and
2. Documentation that a wholly owned subsidiary of Continental Cablevision, Inc. is
duly admitted as a successor general partner pursua�zt to the Restated Agreement
of I,imited Partnership of Meredith/New Heritage Strategic Partners, L.P. dated
Decetnber 30, 1991 or any amendment thereof; and
3. Payment of $100,000 to the North Suburban Cable Commission as required in the
Memorandum of Understanding between the Authority and Group W fox
equipment purchases; and
4. Reimbursement of all reasonable fees incurred in the Authority's review of the
proposed transactions; and
5. The successful closing of the transaction described in the Meredith/Continental
Agreement.
BE IT RESOLVED FURTHER that Continental may, at any time and from time to time,
assign or grant or otherwise convey one or more liens or security interests in its assets, including
its rights, obligations and benefits in and to the Franchise (the "Collateral") to any lender
providing financing to Continental ("Secured Party"), from time to time. Secured Party shall
have no duty to preserve the confidentiality of the information provided in the Franchise with
respect to any disclosure (a) to Secured Party's regulators, auditors or attorneys, (b) made
pursuant to the order of any governmental authority, (c) consented to by the Authority of (d) any
of such information which was, prior to the date of such disclosure, disclosed by the Authority to
any third party and such party is not subject to any confidentiality or similar disclosure restriction
with respect to such information subject, however, to each of the terms and conditions of the
Franchise.
PASSED AND ADOPTED BY THE CITY COUNCIL ��HE CITY OF ARDEN HILLS
THIS 9TH DAY OF SEPTEMBER,1996. � //�
S PROB'ST, MAYOR
ATTEST:
BRIAN FRITSINGER, ITY ADMINISTRATOR
The undersigned, being the duly appointed, qualified and acting City Administrator/Clerk of the City of Arden
Hills, Minnesota hereby certifies that the foregoing Resolution #96-54 is a true, correct and accurate copy of
Resolution #96-54 duly and lawfully passed and adopted by the City of Arden Hills on the 9th day of September,
1996.
BRIAN F TSINGE , CIT ADMINISTRATOR