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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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          THE FOLLOWING RESOLUTION WAS INTRODUCED BY COUNCIL MEMBER FOUQUIER:
          AND SECONDED FOR ADOPTION BY COUNCIL MEMBER McGUIRE

                              RESOLUTION NO. 98-5

          A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MANDEVILLE
          ACKNOWLEDGING THE TRANSFER OF THE FRANCHISE OF ITS CABLE TELEVISION
          SYSTEM TO RENAISSANCE MEDIA LLC

          WHEREAS, by ordinance 90-27, adopted January 11, 1991, the City of
Mandeville, Louisiana ("Franchising Authority") granted a cable television
franchise (the "Franchise") to LaFourche Communications, Inc. ("Franchisee");
and

          WHEREAS, Franchisee has transferred the assets of its cable television
system serving the Franchising Authority (the "System") to Cablevision 
Industries of Louisiana Partnership ("CILP"), a general partnership of which 
Franchisee is a general partner; and

          WHEREAS, TWI Cable, Inc. the ultimate parent entity of Franchisee and 
CILP, has negotiated an asset purchase agreement with renaissance Media Holdings
LCL ("Holdings")(the "Agreement"), pursuant to which CILP will transfer to 
Renaissance Media LLC, an affiliate of Holdings ("Renaissance") substantially 
all of the assets of the System, including its right under the Franchise; and

          WHEREAS, Franchisee and Renaissance have filed a Form 394 (the 
"Transfer Application"); and
 
          WHEREAS, the Franchise requires that Franchising Authority grant its 
consent to an assignment of the Franchise, which consent shall not be 
unreasonably withheld; and

          WHEREAS, Franchisee, CILP and Renaissance have requested that 
Franchising Authority consent to the assignment and transfer of the Franchise 
(1) by Franchisee to CILP, and immediately thereafter, (ii) by CILP to 
Renaissance; and

          WHEREAS, Franchising Authority has reviewed the Transfer Application, 
examine the legal, financial and technical qualifications of Renaissance, 
followed all required procedures to consider and act upon the Transfer 
Application, and considered the comments of all interested parties; and

          WHEREAS, the Franchise is in full force and effect without default 
thereunder by Franchisee as of the date hereof in accordance with it terms and 
conditions as set forth therein, and Renaissance has agreed to comply with the 
Franchise and applibe Franchise and the System from time to time on or after the
closing date of the transfer in order to secure the present and future 
indebtedness of Renaissance.

          NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of 
Mandeville:

          1. Franchising Authority acknowledges that it has received a complete 
Transfer Applications.

          2. Franchising Authority does hereby consent to the transfer of the 
Franchise and all of grantee's rights, powers and privileges under the 
Franchise (1) from Franchisee to CILP, and immediately thereafter, (ii) form 
CILP to Renaissance.

          3. The foregoing consent to the transfer and assignment of the 
Franchise shall be effective upon the consummation of the transfer of the assets
of the System to Renaissance, at which time Franchising Authority shall 
automatically release each of Franchisee and CILP and their respective 
predecessors from all obligations and liabilities under the Franchise that 
relate to periods from and after such date. Notice of the date of such 
consummation shall be given to Franchising Authority.

          4. Franchising Authority hereby consents to a transfer of the 
Franchise or control related thereto to any entity controlling, controlled by or
under common control with Renaissance.

          5. Renaissance is authorized to pledge, mortgage, transfer in trust 
and otherwise hypothecate