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<br />STATE OF MINNESOTA <br />COUNTY OF Ramsev <br />CITY OF RosevilJe <br /> <br />RESOLUTION NO. 8822 APPROVING THE <br />TRANSFER OF OWNERSHIP OF NORTH CENTRAL <br />CABLE COMMUNICATIONS CORPORATION <br /> <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 /> <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. 1087 , as amended, <br />(hereinafter "Franchise"); and <br /> <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 /> <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 /> <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 />