Resolution - #92-07-178 - 07/28/1992

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WHEREAS, the Commission has held public hearings on behalf of the City and has reviewed the legal, technical, character and financial qualifications of Transferee and its general partner Meredith/New Heritage Partnership and finds no reasonable basis to deny the request for transfer as a result of said review, except for those conditions listed below; and WHEREAS, the Commission has recommended to the City approval of the transfer of control of North Central to Transferee subject to the actual closing of the stock sale and subject to the conditions listed below; and WHEREAS, the Commission has also recommended approval of a request by Transferee to permit the pledge as security to its lenders of the stock and assets of North Central and its subsidiaries, which would include Group W Cable of the Quad Cities, Inc.; and WHEREAS, the City does not object to such security interest in the stock and assets. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RAMSEY, ANOKA COUNTY, STATE OF MINNESOTA, as follows: 1) That the City hereby approves the sale and transfer by Transferors of all of their shares of the capital stock of North Central, together with all of the voting stock of Holdco, subject to an actual closing of the stock sale transaction on or before December 31, 1992 pursuant to the terms and conditions as evidenced by the Notice of Transfer to said Commission and City and all written representations from Transferors, Transferee, Meredith/New Heritage Partnership, its subsidiaries, employees, agents, partners, parent corporations and North Central, and further subject to the terms and conditions of Paragraph 3, below. 2) That the City approves the pledge by Transferee, Meredith/New Heritage Partnership, and North Central as security to their lenders the stock and assets of North Central and its subsidiaries. 3) That this resolution constitutes all action and approvals of the City necessary under the City's Franchise for the sale and transfer of control to Transferee. 4) That the City's approval of the above named transfer of ownership of North Central is further conditioned upon the following: North Central shall have corrected all technical discrepancies in the cable system of the City as delineated in the report of Communications Support Corporation (hereinafter "CSC") No. 92010.001, and its addendum No. 92010.A01, and as represented as corrected pursuant to the letter from Mr. Kevin Griffin to Mr. Terry O'Connell dated June 17, 1992. be North Central and the Commission shall have agreed to waive any and all alleged or existing claims for overpayment of franchise fees attributable to sales tax and/or underpayment of franchise fees as delineated in the Commission's audit of the gross revenues of North Central. North Central shall have agreed and the City hereby agrees to work together to develop mutually acceptable language to amend the Franchise definition of "Gross Revenue" to more adequately reflect the current practices of calculation and payment of the Franchise Fee. Co A payment to the Commission in the form of a community programming equipment grant of One Thousand Dollars ($1,000.00) for calendar year 1992, and an agreement from North Central to pay a community programming grant in subsequent calendar years, commencing January 1, 1993, of Eight Thousand Dollars ($8,000.00) per year plus an amount of money equal to the Eight Thousand Dollars ($8,000.00) multiplied by the percent increase in the consumer price index from January 1, 1992. RESOLUTION #92-07-178 Page 2 of 3