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

                                                                   Exhibit 10.18


On a motion by Mr. Henry Dupre, seconded by E.J. Alleman, the following 
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resolution was adopted:


        WHEREAS, by Ordinance No. 97-16 adopted August 27, 1997, the Parish of
        Assumption, Louisiana ("Franchising Authority") granted a cable
        television franchise (the "Franchise") to Cablevision Industries of
        Louisiana Partnership ("Franchise");

        WHEREAS, TWI Cable, Inc., the ultimate parent entity of Franchisee, has
        negotiated an asset purchase agreement (the "Agreement") with
        Renaissance Media Holdings LLC ("Holdings"), pursuant to which
        Franchisee will 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
 of 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

           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.

           2.    Franchising Authority does hereby consent to the transfer of
the Franchise and all of Franchisee's rights, powers and privileges under the
Franchise from Franchisee 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 by Franchisee to Renaissance, at which time Franchising Authority
shall automatically release Franchisee and its 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

           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 the property and assets used or held for use in
connection with the ownership and operation of the System, including the
Franchise, and the parties owning or controlling Renaissance are authorized to
pledge, mortgage, transfer in trust and otherwise hypothecate their equity
interest in Renaissance as collateral security for such loans and financing (or
for guarantees of such loans and financing) as may be incurred or assumed by
Renaissance from time to time in connection with the ownership and operation of
the System.

           6.    Franchising Authority hereby confirms that, to its knowledge:
(a) the Franchise is currently in full force and effect and expires on August
28, 2012; (b) Franchisee is currently the valid holder and authorized grantee of
the Franchise; (c) Franchisee is in

compliance in all material respects with the Franchise; and (d) no event has 
occurred or exists that would constitute a default under the Franchise or that 
would permit Franchising Authority to revoke or terminate the Franchise.  
Subject to compliance with the terms of this Resolution, all action necessary to
approve the transfer of the Franchise to Renaissance has been duly and validly 

Upon being placed to a vote, the above resolution was adopted as follows:

Yeas:    9
Nays:    0
Absent:  0


                   BETTIE T. MONSON, Secretary Treasurer of the 
              Assumption Parish Police Jury, do hereby certify that 
              the above is a true and correct copy of a RESOLUTION 
              adopted by said Police Jury during a REGULAR meeting 
              held on the 28th day of JANUARY, 1998.  In accordance 
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              with the laws of the State of Louisiana and Parish 
              of Assumption.

              GIVEN UNDER MY HAND AND SEAL OF OFFICE on this day 3rd
              of FEBRUARY, 1998.
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                                       /s/ Bettie T. Monson  
                                          Secretary Treasurer