RESOLUTION NO. 98-5
WHEREAS, by contract dated December 10, 1965, as amended by letter
agreement dated June 14, 1984, the City of Jackson, Tennessee ("Franchising
Authority") has 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 The Sun Publishing Company and Tribune Cable
WHEREAS, Franchise has negotiated an asset purchase agreement (the
"Agreement") with Renaissance Media Holding LLC ("Holdings"), pursuant to which
Franchise 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, Franchise 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, Franchise and Renaissance have requested that Franchising
Authority consent to the assignment and transfer of the Franchise by
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 consider 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.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF JACKSON, TENNESSEE:
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 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 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 an 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 December 11,
2005; (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 taken.
Adopted by the City of Jackson, Tennessee on this 3rd day of March, 1998.
/s/ Charles H. Farmer
CHARLES H. FARMER
[SIGNATURE APPEARS HERE]