Loading...
HomeMy WebLinkAbout96-81 RESOLUTION 96-81 CONSENT RESOLUTION CONSENTING TO THE TRANSFER OF CONTROL OF AND CERTAIN OWNERSHIP INTERESTS IN A CABLE TELEVISION FRANCmSEE; SUBJECT AND CONDmONED UPON COMPLIANCE WITH CERTAIN TERMS AND CONDmONS WHEREAS, the cable television franchise of Prior Lake (the "Franchise") is currently owned and operated by DO Cable Holdings, Inc. ("Holdings"); and WHEREAS, Triax Midwest Associates, L.P. ("Triax"), DO Cable Holdings, Inc., DO Cable Partners, L.P., and various subsidiaries of DO Cable Holdings, Inc. (collectively "00 Cable") and certain new investors have entered into a Contribution Agreement dated April 5, 1996 (the "Contribution Agreement") wherein they will create a new entity ("Merged Entity") to assume the franchise obligations of Holdings, and Prior Lake (the "Authority") has received a valid and complete request from Holdings for consent to the transfer of control of and certain ownership interests in Holdings (the "Transaction"); and WHEREAS, the Authority has determined that subject to certain conditions which must be met, Holdings possesses the requisite legal, technical and financial qualifications: NOW, THEREFORE, BE IT RESOLVED, that the Transaction is hereby consented to by Authority and permitted subject to the following conditions: 1. Payment by Triax, DO Cable and/or the Merged Entity of all reasonable fees related to this Transaction and incurred by Authority. 2. Triax and 00 Cable, inclusive of Holdings, and the Merged Entity shall each execute a waiver of any rights relating to supposed procedural defects regarding the Authority I s review of this Transaction; and BE IT RESOL YED FURTHER, failure to comply with Paragraphs numbered 1 and 2 above shall convert this Consent in its entirety to a denial of the Transaction. BE IT RESOLVED FURTHER, no notice of breach or default under the Franchise bas been issued by Authority within the past 12 months and none is outstanding; and BE IT RESOLVED FURTHER, that the Merged Entity may, at any time and from time to time, assign or grant or otherwise convey one or more liens or security interests in its.assets, including its rights, obligations and benefits in and to the Franchise (the "Collateral") to any lender providing financing to the Merged Entity ("Secured Party"), from time to time. Secured Party shall have no duty to preserve the confidentiality of the information provided in the Franchise with respect to any disclosure (a) to Secured Party's regulators, auditors or attorneys, (b) made pursuant to the order of any governmental authority, (c) consented to by the Authority or (d) any of such information which was, prior to the date of such disclosure, disclosed by the Authority to any third party and such party is not subject to any confidentiality or similar disclosure restriction with respect to such information subject, however, to each of the terms and conditions of the Franchise; and BE IT RESOLVED FURTHER, that the consent to the Transaction herein provided shall be effective upon and only effective concurrent with the closing of the transactions described in the Contribution Agreement. BE IT RESOLVED FURTHER, that this consent shall be the fInal action required by the Authority regarding the Transaction consented to herein, provided that nonmaterial, non- substantive changes are authorized hereto if in the judgment of legal counsel to Authority such changes are necessary to comply with local, state or federal law , or otherwise required to prevent the necessity of this consent returning to Authority for action, thereby exceeding the federally prescribed time requirement related hereto. ADOPTED byPrior Lake City Council this 19th day of August ,1996. Prior Lake /~.~ V~r L........! " , The undersigned, being the duly appointed, qualifIed and acting Clerk of Prior Lake, Minnesota hereby certify that the foregoing Resolution No. 96-81 is a true, correct and accurate copy of Resolution No. 96-8lduly and lawfully passed and ,adopted by PC,'., -'Lake. on the 19thday of August, 1996. (} ~ ,- .{tJ / Clerk MERGER FEE REIMBURSEMENT AGREEMENT WHEREAS, the following municipalities or municipal consortia: The Cities of Prior Lake, Waconia, Hermantown, Morris, Maple Plain, Brooten, Hancock, Hutchinson and Mound, the Lake Minnetonka Communications Commission and the Greater Grand Rapids Area Cable Commission (" Authorities"); have retained an independent legal consultant and have conducted a thorough and complete review of the merger of Triax Midwest Associates, L.P., DD Cable Holdings, Inc., DD Cable Partners, L.P., and various subsidiaries ofDD Cable Holdings, Inc. (collectively "Companies") as mandated by law; and WHEREAS, the Authorities and the Gompanies agree that resolution of certain issues related to the Companies' payment of the Authorities' fees incurred in reviewing such merger is mutually beneficial. NOW, THEREFORE: 1. The Companies agree to pay all reasonable fees incurred by and on behalf of the Authorities in an amount not to exceed $25,000 for all of the Authorities (represented herein by Bernick and Lifson, P.A.); 2. The Companies agree to not withhold or offset against current or future franchise fee payments to the Authorities any amounts to recoup payment of the Authorities' reimbursement herein except as is specifically set forth herein; 3. The parties agree that the Companies may withhold or offset amounts payable pursuant to paragraph 1 herein from current or future franchise fee payments to the Authorities only in the event of a final adjudication involving the parties hereto by a court of competent jurisdiction requiring that such reimbursement for expenses be included in franchise fee payments; 4. The Companies reserve the right to seek such adjudication by a court of competent jurisdiction; 5. The Authorities reserve the right to contest and appeal any such adjudication; 6. The Companies agree that any withholding or offsetting against franchise fees shall not be made until after a final adjudication, if any, requiring the withholding or offsetting of such franchise fee payments; and 7. Nothing herein shall limit or condition the merger consents issued by the Authorities, if any, or any of the individual above-referenced municipalities or municipal consortia. By Its >\ DD Cable Holdings, Inc. By Its Triax Midwest Associates, L.P. DD Cable Partners, L.P. By Its By Its C:\CABLE\PRIORLAK\P A YMENT.AGM