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• RESOLUTION NO. 98-236
ALTHORIZING TRANSFER OF CONTROL OF
CABLE TELEVISION FRANCHISE
WHEREAS, Marcus Cable Partners, L.L.C. ("Marcus"), is the duly authorized holder of
the franchise (as amended to date, the "Franchise"), authorizing the operation and maintenance of
a cable television system by Marcus in the City of Lakeville, Minnesota ("City"); and
WHEREAS, on or about September 8, 1998, the City received from Marcus FCC Form
394- -Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable
Television Franchise; and
WHEREAS, pursuant to FCC Form 394, Marcus is under the direct control of Marcus
Cable Operating Company, L.L.C., which in turn is under the direct control of Marcus Cable
Company, L.L.C. ("MCC"), which in turn is under the direct control of Marcus Cable Properties,
L.L.C. ("MCP"); and
WHEREAS, MCC is currently owned in part by MCP, its managing member, and Vulcan
Cable, Inc. ("Vulcan") its non-managing member, and
WHEREAS, pursuant to the First Amendment to Operating Agreement for MCC, dated
August 27, 1998 ("Agreement"), by and between MCP and Vulcan, the City has received a request
• for approval of ownership changes involving the transfer of control of Marcus and rights
associated therewith; and
WHEREAS, pursuant to the Agreement, MCP will relinquish its control over MCC by
substituting Vulcan as the manager; and
WHEREAS, Vulcan will then become the indirect and controlling parent of Marcus and
will be able to direct the affairs of Marcus; and
WHEREAS, Vulcan agrees that Marcus, from and after the date of the closing of the
transactions described in FCC Form 394, shall continue to perform each and every obligation
under the Franchise; and
WHEREAS, the City has reviewed the financial, technical, and legal qualifications of
Marcus and Vulcan and finds that all requisite qualifications are met, subject to the below listed
conditions; and
WHEREAS, based on information made available to the City, the City has found no
reason to disapprove of the transfer of control of the franchise.
NOW THEREFORE, the City of Lakeville, Minnesota Resolves as Follows:
• 1. The Franchise is in full force and effect and Marcus is the lawful franchisee;
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• 2. The City hereby consents and approves of the transfer of control of the Franchise
subject to:
a. Closing of the transactions contemplated within the Agreement
pursuant to the terms and conditions described in information provided by Marcus
to the City, including FCC Form 394.
b. Marcus reimbursing the City, within ten (10) days following
request by the City, for all reasonable costs, expenses, and professional fees
incurred by the City as a result of the City's review and action on the transfer of
control of the Franchise.
c. .Marcus promptly notifying the City in writing of the close of the
transaction contemplated by the Agreement.
3. The City hereby waives any right of First refusal that it may have to assume the
Franchise or acquire the System under the transfer of control identified in the Agreement.
4. Following the transfer of control, Marcus, may at any time and from time to time,
assign, grant, or pledge or otherwise convey one or more liens or security interests in its assets,
including its rights, obligations and benefits in and to the Franchise, to any lender ("Secured
Party") providing financing to Vulcan, from time to time, and that such Secured Party shall have
the rights of a secured creditor with respect thereto.
• 5. In the event the transfer of control contemplated by the foregoing resolutions and
the Agreement is not completed, for any reasons, or is materially altered in any way, the City's
consent to the transfer of control of the Franchise shall not be effective.
6. This Resolution shall take effect and continue and remain in effect from and after
the date of adoption and its acceptance by Marcus, as specified below, which in no event shall be
later than the date of closing of the transaction contemplated within the Agreement.
PASSED AND ADOPTED by the City of Lakeville, Minnesota on this .2nd day of
Nov m , 1998.
City ~ Lakeville, Miru~esota
r ~l
By: E C,~
t~ttest: Its: Mayor
City Clerk
210297 vl 2
• ACCEPT N
Mazcus Cable Partners LLC hereby agrees to comply with each and every term and
condition of this Resolution and the terms and conditions of the Franchise.. All
actions necessary to authorize the execution and delivery of this Acceptance have
been duly authorized by all necessary and required proceedings.
DATED: Z Z Marcus Cable P e ,
By:
- Its: AGE' ~a~' ~
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