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<br />Resolution 96- 9 3 3 3 <br />RESOLUTION CONSENTING TO THE TRANSFER OF <br />CONTROL OF AND CERTAIN OWNERSHIP INTERESTS IN <br />A CABLE TELEVISION FRANCHISEE TO CONTINENTAL <br /> <br />WHEREAS, the cable television franchise (the "Franchise") of the municipality of <br />Roseville (the" Authority") is currently owned and operated by Group W Cable of the North <br />Suburbs d/b/a Meredith Cable Company ("Group W") which is owned by Meredith/New Heritage <br />Strategic Partnership, L.P. ("MNHSP"); and <br /> <br />WHEREAS, the general partner of MNHSP has entered into a Purchase Agreement dated <br />March IS, 1996 with Continental Cablevision, Inc. ("Continental") whereby said general partner <br />is proposed to be replaced by North Central Communications Corp., Continental of Minnesota, <br />Inc. or Continental of St. Paul, Inc., both wholly owned subsidiaries of Continental (the <br />"Meredith/Continental 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 transfer of control <br />contemplated by the Meredith/Continental Agreement; and <br /> <br />WHEREAS, no notice of breach or default under the Franchise has been issued by <br />Authority within the past 12 months and none is outstanding; and <br /> <br />WHEREAS, the Authority has determined that subject to certain conditions which must <br />be met, Continental possesses the requisite legal, technical and fmanciaI qualifications; <br /> <br />NOW, THEREFORE, BE IT RESOLVED, that the transfer contemplated by the <br />Meredith/Continental Agreement is hereby consented to by the Authority and permitted <br />conditioned upon: <br /> <br />1. Execution and delivery of a Corporate Guaranty from Continental Cablevision, <br />Inc. in the form attached hereto; and <br /> <br />2. Documentation that a wholly owned subsidiary of Continental Cablevision, Inc. is <br />duly admitted as a successor general partner pursuant to the Restated Agreement <br />of Limited Partnership of Meredith/New Heritage Strategic Partners, L.P. dated <br />December 30, 1991 or any amendment thereof; and <br /> <br />3. Payment of $100,000 to the North Suburban Cable Commission as required in the <br />Memorandum of Understanding between the Authority and Group W for <br />equipment purchases; and <br />