EXHIBIT 10.26
RESOLUTION NO. 656
---
BE IT RESOLVED by the City Council of the City of Thibodaux in regular
session assembled, that:
WHEREAS, by Ordinance No. 1480 adopted April 4, 1989, the City of Thibodaux
(the "Franchising Authority") enacted a Cable T. V. Franchise Agreement granting
a cable television franchise (the "Franchise") which is held by Cablevision
Industries of Louisiana Partnership ("Franchise") as successor-in-interest to
Lafourche Communications, Inc.; and
WHEREAS, TWI Cable, Inc., the ultimate parent entity of Franchise, has
negotiated an asset purchase agreement (the "Agreement") with Renaissance Media
Holdings LLC ("Holdings"), pursuant to which Franchise 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; and
WHEREAS, Franchise and Renaissance have filed a Form 394 (the "Transfer
Application"); and
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; and
WHEREAS, Franchise and Renaissance have requested that Franchising
Authority consent to the assignment and transfer of the Franchise by Franchisee
to Renaissance; and
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; and
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 Council of the City of Thibodaux:
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 an 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 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 April 4, 2004;
(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.
The above resolution having been submitted to a vote, the vote thereon was
as follows:
YEAS: Councilmen Xxxxxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxxxx and Xxxxxx
NAYS: NONE
ABSENT: NONE
And the resolution was declared adopted this 20th day of January, 1998.
/s/ Xxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------- ------------------------------
Xxxxx Xxxxxxx, City Clerk Xxxxxx X. Xxxxxxxxx, President
I HEREBY CERTIFY THAT THE ABOVE AND FOREGOING RESOLUTION IS A TRUE AND EXACT
COPY OF RESOLUTION NO. 658 ADOPTED BY THE THIBODAUX CITY COUNCIL ON
JANUARY 20, 1998.
GIVEN UNDER BY HAND AND THE SEAL OF THE CITY OF THIBODAUX THIS 26TH DAY OF
JANUARY, 1998.
/s/ Xxxxx Xxxxxxx
--------------------------------
Xxxxx Xxxxxxx, City Clerk
