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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
                                                                   Exhibit 10.23

                                RESOLUTION NO.

      WHEREAS, by Ordinance adopted May 17, 1993, as amended by Resolution 
passed February 1, 1994, the County of Madison, Tennessee ("Franchising 
Authority") granted a cable television franchise (the "Franchise") which is held
by TWI Cable, Inc. ("Franchisee"), a subsidiary of Time Warner Inc. and the 
successor-in-interest to Cablevision Industries of Tennessee, L.P.;

      WHEREAS, Franchisee has negotiated an asset purchase agreement (the 
"Agreement") with Renaissance Media Holdings LLC ("Holdings"), pursuant to which
Franchisee has agreed to transfer to Renaissance Media LLC, an affiliate of 
Holdings ("Renaissance"), substantially all of the assets of its cable 
television system serving the Franchising Authority (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 by Franchisee, which consent shall not
be unreasonably withheld;

      WHEREAS, Franchisee and Renaissance have requested that Franchising 
Authority consent to the assignment and transfer of the Franchise by Franchisee 
to Renaissance;

      WHEREAS, Franchising Authority has reviewed the Transfer Application, 
examined 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;

      WHEREAS, the Franchise is in full force and effect without default 
thereunder by Franchisee as of the date hereof in accordance with its terms and 
conditions as set forth therein, and Renaissance has agreed to comply with the 
Franchise and applicable law from and after the completion of the transfer; 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.