RES 1994-54 - 0000306470
RESOLUTION NO. 54 -1994
' RBCONKENDING APPROVAL OF THE TRANSFER OF CONTROL OF
COUNTRYSIDE INVESTMENTS, INC. AND NORTEL CABLE
CORPORATION
WHEREAS, on or about May 2, 1988, the City of Fridley, Minnesota ( "City ")
granted a Cable Television Franchise to Nortel Cable Associates, L.P., a
Delaware limited partnership ( "Nortel "), by adoption of Ordinance No. 904 (the
"Fridley Franchise "); and
WHEREAS, on May 16, 1988, Nortel accepted the Fridley Franchise; and
WHEREAS, Nortel is the current and lawful Grantee of the Fridley Franchise;
and
WHEREAS, Countryside Investments, Inc., a Delaware corporation ( "Countryside ")
and Nortel Cable Corporation, a Minnesota corporation ( "NCC "), own 17.18 and
39.98 limited partnership interests respectively in Nortel; and
WHEREAS, NCC owns a 438 general partner interest in Nortel; and
WHEREAS, Countryside is wholly -owned by Countryside Cable, Inc., a Delaware
corporation ( "CCI "); and
WHEREAS, NCC is wholly -owned by Amzak Corporation, a Delaware corporation
' ( "Amzak "); and
WHEREAS, CCI, Amzak and KBLCOM Incorporated, a Delaware corporation
( "KBLCOM "), have entered into a Stock Purchase Agreement dated as of
February 17, 1994 ( "Stock Purchase Agreement "), for the purchase from CCI and
Amzak by KBLCOM of all of the issued and outstanding shares of capital stock
of Countryside and NCC; and
WHEREAS, in compliance with the terms of the Stock Purchase Agreement, the
name of Nortel shall remain unchanged; and
WHEREAS, under the Fridley Franchise and Minnesota Statutes Section 238.083,
the transfer of control of Countryside and NCC from CCI and Amzak to KBLCOM
constitutes a transfer by means of a fundamental corporate change with respect
to Countryside, NCC and Nortel; and
WHEREAS, under the Fridley Franchise and Minnesota Statutes Section 238.083,
any such transfer requires the approval of the City; and
WHEREAS, the City, with the assistance of Moss & Barnett, A Professional
Association, has reviewed the proposed transfer of control of Countryside and
NCC and the legal, technical, and financial qualifications of KBLCOM; and
WHEREAS, based on information obtained at a public hearing conducted by the
City on May 16, 1994 and on the reports and information received by the City,
the City has found no reason to disapprove of the transfer of control of
Countryside and NCC from CCI and Amzak to KBLCOM.
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Page 2 -- Resolution No. 54 - 1994
1 NOW, THEREFORE, the City Council for the City of Fridley, Minnesota resolves
as follows:
1. The Fridley Franchise is in full force and effect and Nortel is
the lawful Grantee in accordance with the terms and conditions set
forth in the Fridley Franchise.
2. The City hereby consents and approves of the transfer of control
of Countryside and NCC from CCI and Amzak to KBLCOM subject to:
a. Closing of the stock purchase transaction pursuant to the
terms and conditions described in information provided by
Nortel and KBLCOM to the City, including the Stock Purchase
Agreement.
b. Nortel reimbursing the City for all reasonable costs,
expenses, and professional fees incurred as a result of the
City's approval of the transfer of control of Countryside
and NCC.
C. KBLCOM promptly notifying the City in writing of the
completion of the transfer of control of Countryside and
NCC.
' d. KBLCOM, within thirty (30) days of the closing of the stock
purchase transaction contemplated within the Stock Purchase
Agreement, abiding by the requirements as listed below:
i. KBLCOM shall guaranty the obligations of Nortel
identified in the Fridley Franchise by providing a
signed Guaranty, in a form supplied by the City.
H. KBLCOM shall provide evidence of corporate authority,
as applicable, in form and substance acceptable to the
City, to enter into the Fridley Franchise, and to sign
the Guaranty.
3. The City hereby waives any right of first refusal which the City
may have pursuant to Section 405.12 of the Fridley Franchise, as
amended, or, otherwise, to purchase the Fridley Franchise, or the
cable television system serving the City, but only as such right
of first refusal applies to the request for approval of the
transfer of control of Countryside and NCC now before the City.
4. In the event the transfer of control of Countryside and NCC
contemplated by the foregoing resolutions is not completed, for
any reasons, the City's consent to the transfer of control shall
' not be effective.
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Page 3 -- Resolution No. 54 - 1994
5. This Resolution shall take effect and continue and remain in
effect from and after the date of its passage, approval and
adoption.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 11TH DAY OF
JULY, 1994. r /
WILLIAM V NEE - MAYOR
ATTEST:
Q
WILLIAM A. CHAMPA - CITY 'LERK
III