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<br />WHEREAS, the Transfer Application discloses that Meredith/New <br />Heritage Partnership, which is the general partner of Transferee <br />and holds a 62.1% ownership interest in Transferee, may in certain <br />circumstances be required or have the right to purchase the limited <br />partnership interest of Continental Cablevision of Minnesota, Inc. <br />subject to the requirements of local, state and federal law; and <br /> <br />WHEREAS, Meredith Cable, Inc. ("Meredith Cable"), a wholly- <br />owned subsidiary of Meredith Corporation ("Meredith"), currently <br />holds a 54.6% ownership interest in Transferee through its 88% <br />ownership of the General Partner of Transferee and has the right to <br />acquire total ownership and management control of both the General <br />Partner and Transferee, subject to the requirements of local, state <br />and federal law; and <br /> <br />WHEREAS, the interim transaction has taken place; and <br /> <br />WHEREAS, the Transferors have requested the consent from the <br />ci ty to a change in ownership and control of North Central to <br />Transferee; and <br /> <br />WHEREAS, City has waived any right of first refusal to <br />purchase the stock acquired by Transferee as such right of first <br />refusal applies to the pending sale and transfer; and <br /> <br />WHEREAS, the North Suburban Cable Communications Commission <br />(hereinafter "Commission") has been delegated the authority and <br />responsibility to coordinate, administer and enforce the Cable <br />Communications Franchise Ordinance on behalf of the City pursuant <br />to the terms of a Joint and cooperative Agreement for the Adminis- <br />tration of a Cable Television Franchise; and <br /> <br />WHEREAS, the Commission has held public hearings on behalf of <br />City and has reviewed the legal, technical, character and financial <br />qualifications of Transferee and its general partner Meredith/New <br />Heritage Partnership and finds no reasonable basis to deny the <br />request for transfer as a result of said review, except for those <br />conditions listed below; and <br /> <br />WHEREAS, the Commission has recommended to City approval of <br />the transfer of control of North Central to Transferee subject to <br />the actual closing of the stock sale and subject to the conditions <br />listed below; and <br /> <br />WHEREAS, the Commission has also recommended approval of a <br />request by Transferee to permit the pledge as security to its <br />lenders of the stock and assets of North Central and its <br />subsidiaries, which would include Group W Cable of The North <br />Suburbs, Inc.; and <br /> <br />2 <br />