HomeMy WebLinkAbout96-053
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CITY OF ARDEN HILLS
RAMSEY COUNTY
STATE OF MINNESOTA
RESOLUTION NO. 96-53
RESOLUTION CONSENTING TO THE TRANSFER OF CONTROL OF
AND CERTAIN OWNERSHIP INTERESTS
IN A CABLE TELEVISION FRANCHISE TO U. S. WEST
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, d/b/a
Meredith Cable Company ("Group W"), which is owned by MeredithlNew Heritage Strategic
Partnership, LP. ("MNHSP"); and
WHEREAS, 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 guarantee the Franchise obligations pursuant to a Corporate
Guaranty; and
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"), pursuant to that certain
Agreement and Plan of Merger dated February 27,1996 (the "Continental/US WEST
Agreement"); and
WHEREAS, Group W will continue to hold the Franchise; and
WHEREAS, the Authority has received a request for consent to the merger of Continental and
US WEST (the "Continental/US WEST Merger"); 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,
US WEST possesses the requisite legal, technical and financial qualifications;
NOW THEREFORE, BE IT RESOLVED, that the Continental/US WEST Merger is hereby
consented to by the Authority, and permitted conditioned upon:
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1.
Execution and delivery of a Corporate Guaranty from US WEST, Inc. In the form
attached hereto; and
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2,
Securing all necessary federal, state, and local government waivers,
authorizations, or approvals relating to US WEST's acquisition and operation of
the system to the extent provided by law; and
3, Reimbursement of all reasonable fees incurred in the Authority's review of the
proposed transactions; and
4. The successful closing of the Transaction described in the Continental/US WEST
Agreement.
BE IT RESOLVED FURTHER, that nothing herein shall be construed or interpreted to
constitute any approval or disapproval of or consent or non-consent to US WEST's Petition for
Special Relief currently pending before the FCC, or any other federal, state, or local government
waivers, authorizations or approvals, other than that transaction delineated above.
BE IT RESOLVED FURTHER that US WEST 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 US WEST ("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 ofthe terms and conditions of the Franchise.
PASSED AND ADOPTED BY THE CITY COUN
THIS 9TH DAY OF SEPTEMBER, 1996.
ATTEST:
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 #96-53 is a true, correct and accurate copy of
Resolution #96-53 duly and lawfully passed and adopted by the City of Arden Hills on the 9th day of September,
1996,