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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
                                                                   Exhibit 10.19

                            RESOLUTION NO. 0398(E)

     WHEREAS, by Ordinance 12-89 adopted December 12, 1989, the City of Eunice, 
Louisiana ("Franchising Authority") granted a cable television franchise (the 
"Franchise") which is held by St. Landry Cable TV, Inc. ("Franchisee") as 
successor-in-interest to Cable TV of Acediana, Inc.;

     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;

     WHEREAS, TWI Cable Inc., the ultimate parent entity of Franchisee and CILP,
has negotiated an asset purchase agreement with Renaissance Media Holdings, LLC 
("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 rights under the Franchise;

     WHEREAS, Franchisee and Renaissance have filed a Form 394 (the "Transfer 

     WHEREAS, the Franchise requires that Franchising Authority grant its 
consent to an assignment of the Franchise, which consent shall not be 
unreasonably withheld;

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

     WHEREAS, Renaissance has agreed to renegotiate the terms and conditions of 
the franchise in order that a new franchise agreement will be in effect on or 
before December 31, 1998;

     WHEREAS, Renaissance has agreed in principle that the franchise agreement 
to be negotiated shall contain terms and conditions which are substantially the 
same as the franchise granted by the St. Landry Parish Police Jury to Time 
Warner and/or St. Landry Cable Television, Inc.;

     WHEREAS, Renaissance has agreed to comply with the terms of the existing 
franchise and the "Social Contract" entered into between Time Warner Company and
the Federal Communications Commission; and

     WHEREAS, Renaissance has agreed to comply not only with the written terms 
of the existing franchise agreement but to continue to provide all services and 
benefits presently being provided by the Time Warner Company whether same are 
included in the existing franchise agreement or not; and 

     WHEREAS, Renaissance will need to grant one or more security interests 
and/or liens in or upon the 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.


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

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