HomeMy WebLinkAboutResolution 96-56 Resolution 96- q6
RESOLUTION CONSENTING TO THE TRANSFER OF
CONTROL OF AND CERTAIN OWNERSHIP INTERESTS IN
A CABLE TELEVISION FRANCHISEE TO US WEST
WHEREAS, the cable television franchise (the "Franchise") of the municipality of
Columbia Heights (the "Authority") is currently owned and operated by Group W Cable of
Columbia Heights\Hilltop, Inc. ("Group W"), which is owned by Meredith/New Heritage
Strategic Parmership, 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 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 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:
Execution and delivery of a Corporate Guaranty from US WEST, Inc. in the form
attached hereto; and
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
Reimbursement of all reasonable fees incurred in the Authority's review of the
proposed transactions; and
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 or (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 this 26 day of ^ugust , 1996.
Offered by: Jones
Seconded by: Pete r son
Roll Call: Ali -ayes
-Anne Student, Counci~YS~cretary
Jo~eph ~'turdevam, Mayor
CERTIFICATION
I hereby certify that the foregoing resolution is a true and correct copy of the resolution presented
to and adopted by the City Council of the City of Columbia Heights, at a duly authorized meeting
thereof held on the26 day of ^ugust ,1996.
'William J. Elrite, City Clerk