HomeMy WebLinkAboutAssignment of the Non-Exlusive Cable
Augusta Richmond GA
DOCUMENT ,NAME: ASS 1 gl\l /l\E./).rT" 0~ -rUG' \\)op.)~ E~c '-..Clg,V6" C~t3Ur
DOCUMENT TYPE: ~ e So L u,-, ON
YEAR: (1 Dt q)S
BOX NUMBER: tp
, FILE NUMBER: ,) Y 0 <if 7 '
NUMBER OF PAGES: 3
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RESOLUTION
A RESOLUTION GRANTING THE CONSENT OF
AUGUSTA, GEORGIA TO THE ASSIGNMENT
OF THE NON-EXCLUSIVE CABLE
TELEVISION FRANCHISE FROM CHARTER
COMMUNICATIONS II, L.P. TO CHARTER
COMMUNICATIONS, LLC.
WHEREAS, Augusta, Georgia (tlGrantortl) granted to Charter
Communications II, L. P. (tlGranteetl), a franchise as set forth in
Ordinance No. 5955, dated January 20, i998, to own and operate a
cable television system in Augusta, Georgia (the tlFranchisetl);
WHEREAS, on July 29, 1998 a Purchase Agreement (the
tlAgreementtl) relating to the sale of the Franchise was executed;
WHEREAS, the Agreement provides for the sale of stock,
the transfer of control, and the restrbcturing of Grantee;
WHEREAS, the Agreement and the subsequent restructuring
provides for the assignment of Grantee to Charter Communications,
LLC (tlTransfereetl);
WHEREAS, Grantee filed an FCC Form Application for
Franchise Authority Consent to Assignment or Transfer of Control of
Cable Television Franchise with Grantor on or about August 25,
1998;
WHEREAS, Transferee has represented that it meets the
legal, technical and financial criteria to operate the cable
televisioju system and that it has satisfied all criteria set forth
,in and/or under all applicable ordinances and federal documents,
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laws, rules and regulations, including FAA Form 394; and
NOW, THEREFORE BE IT RESOLVED that in consideration of
the foregoing and the promises set forth herein, the Grantor agrees
to the following:
1. Grantor consents to the assignment of the Franchise
serving Grantor effective upon, the closing of the transactions
contemplated by the Agreement.
2. Grantor confirms that (a) the Franchise is valid and
outstanding and in full force and effect; (b) there have been no
amendments or modifications to the Franchise, except as set forth
herein; (c) Grantee is materially in compl~ance with the provisions
of the Franchise; and (d) that to the best of Grantor's knowledge
there are no defaults under the Franchise, or events which; with
the givinsr of notice or passage of time or both, could constitute
events of default thereunder.
3. Upon acceptance of this Resolution and the
Franchise, by signing below, Transferee may (a) assign or transfer
its assets, including the Franchise provided, however, that such
assignment of transfer is to a parent or subsidiary of Transferee
or another entity under direct control or indirect control of Paul
Allen; (b) restructure debt or change the ownership interests among
existing equity participants in Transferee, and/or its affiliates;
(c) pledgre or grant a security interest to any lender (s) of
Transfere!=ls assets, including but not limited to the Franchise, or
of interests in Transferee, for purposes of securing an
indebtedness, without obtaining prior consent of Grantor; (d) sell
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capital stock of Transferee, or any of Transferee I s affiliated
companies, in a transaction commonly known as an "initial public
offering" provided that: Transferee represents in writing to
Grantor that such transaction will have no foreseeable effect on
the agreement between Grantor and Transferee relating to the
management and operation of the cable system in the franchise
service area.
4. This Resolution shall take effect immediately.
Duly adopted this ~ day of October
, 1998.
By:
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WE CONSENT TO AND ACCEPT THE TERMS
AND CONDITIONS OF THIS RESOLUTION.
nsel
Regulatory
DATE ACCE- ANCE :/
ATTEST: ~.!I e 0 -b 10 d
By:)JA, L/~./ @/v.J-
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