HomeMy WebLinkAboutResolution 96-55 Resolution 96- 55
RESOLUTION CONSENTING TO THE TRANSFER OF
CONTROL OF AND CERTAIN OWNERSHIP INTERESTS IN
A CABLE TELEVISION FRANCHISEE TO CONTINENTAL
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
Partnership, L.P. ("MNHSP'); and
WHEREAS, the general parmer of MNHSP has entered into a Purchase Agreement dated
March 15, 1996 with Continental Cablevision, Inc. ("Continental") whereby said general partner
is proposed to be replaced by North Central Communications Corporation, Continental of
Minnesota, Inc. or Continental of St. Paul, Inc., both wholly owned subsidiaries of Continental
(the "Meredith/Continental Agreement"); and
WHEREAS, Group W will continue to hold the Franchise; and
WHEREAS, the Authority has received a request for consent to the transfer of control
contemplated by the Meredith/Continental Agreement; 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, Continental possesses the requisite legal, technical and financial qualifications;
NOW, THEREFORE, BE IT RESOLVED, that the transfer contemplated by the
Meredith/Continental Agreement is hereby consented to by the Authority and permitted
conditioned upon:
Execution and delivery of a Corporate Guaranty from Continental Cablevision,
Inc. in the form attached hereto; and
Documentation that a wholly owned subsidiary of Continental Cablevision, Inc. is
duly admitted as a successor general parmer pursuant to the Restated Agreement
of Limited Partnership of Meredith/New Heritage Strategic Partners, L.P. dated
December 30, 1991 or any amendment thereof; and
o
Payment of $25,000.00 to the City of Columbia Heights as required in the
Memorandum of Understanding between the Authority and Group W for
equipment purchases; and
Reimbursement of all reasonable fees incurred in the )kuthority's review of the
proposed transactions; and
The successful closing of the transaction described in the Meredith/Cominental
Agreement.
BE IT RESOLVED FURTHER, that Continental 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 Continental ("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 26th day of August
,1996.
Offered by: Jol 1 y
Seconded by: Jones
Role Call: A11 ayes
c~-Anne Student, Council Secretary
l~oseph~mideva~t, Mayor -
CERTIFICATION
I hereby certify that the foregoing resolution is a tree 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 the 26 day of ^ugust ,1996.
William I. Elrite, City Clerk