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Home My Public Portal About1988_10_11_R196LeesBurg in ~'rginia RESOLUTION NO. 88-i96 PRESENTED October 11~ 1988 ADOPTED October 11, 1988 A RESOLUTION: APPROVING CONSENT TO TRANSFER THE CATV FRANCHISE TO MARYLAND CABLE CORP. WHEREAS, the Council of the Town of Leesburg (the "Town Council") has adopted Ordinance No. 80-0-6 adding a new Chapter 5.1 to the Town Code of Leesburg, Virginia ("Town Code") for the purpose of establishing regulations and procedures governing cable television systems and the granting of cable television franchises within the Town of Leesburg; and WHEREAS, consistent with Chapter 5.1 of the Town Code and pursuant to Ordinance No. 80-0-15 adopted on October 14, 1980, the Mayor and Town Council granted a cable television franchise to Catoctin Cable Communications, Inc. (the "Franchise"); and WHEREAS, the Mayor and Town Council entered into a Franchise Agreement with Catoctin Cable Communications, Inc. dated October 14, 1980, evidencing the grant of the Franchise (the "Franchise Agreement"); and WHEREAS, by Resolution No. 85-62 of the Town of Leesburg, Mayor and Council approved the transfer of the CATV Franchise to Prime Cable of Maryland Limited Partnership ("Prime Cable") on May 1, 1985; and WHEREAS, Prime Cable has requested that the Mayor and Town Council authorize the sale and transfer, directly or indirectly, of 100% of the corporate stock of its general partner, Prime Cable of Maryland, Inc. ("PCMI"), as well as 100% of the limited partnership interests in Pr/me Cable to Maryland Cable Corp., a wholly owned subsidiary of Maryland Cable Holdings Corp., a corporation controlled by ML Media Opportunity A RESOLUTION: 2 APPROVING CONSENT TO TRANSFER THE CATV FRANCHISE TO MARYLAND CABLE CORP. Partners, L.P., a Delaware limited partnership and upon the contemporaneous liquidation of Prime Cable and the contemporaneous liquidation of PCMI and the direct and indirect shareholders of PCMI, for the Leesburg cable television Franchise to be held and the cable television system to be owned directly by Maryland Cable Corp.; and WHEREAS, in accordance with Article III of Chapter 5.1 of the Town Code Prime Cable has requested the Council to consider its proposed transfer and adopt a resolution as required by said Article III, $1ection 5.1-8, thereof to authorize the transfer of the Leesburg cable television Franchise from Prime Cable to Maryland Cable Corp; and WHEREAS, Maryland Cable Corp. has filed the required application for consent to transfer of the Town of Leesburg's CATV Franchise Agreement, paid the required application fee and has provided proof that it possesses the requisite qualifications to operate and maintain the CATV system in the Town of Leesburg; and WHEREAS, the Town of Leesburg Cable Television Advisory Commission has reviewed Maryland Cable Corp.'s application for consent to the transfer of the Franchise, and materials dated August 22, 1988, September 1, 1988 and September 13, 1988 from Maryland Cable Corp. that document commitments to improve cable television service in Leesburg and has unanimously recommended that the Council consent to the transfer. THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginia as follows: SECTION I. Prime Cable is authorized to transfer its cable television franchise with the Town of Leesburg through the series of transactions described above to Maryland Cable Corp. A RESOLUTION: 3 APPROVING CONSENT TO TRANSFER THE CATV FRANCHISE TO MARYLAND CABLE CORP. SECTION II. This consent is granted under the conditions that Maryland Cable Corp. agrees to comply with all the provisions of the aforesaid Franchise Agreement, the Cable Television Ordinance of the Town of Leesburg, its application for the transfer of the Franchise (including funding of the corporation), and the commitments included in the statements set forth in the materials dated August 22, 1988, September 1, 1988, and September 13, 1988 from Maryland Cable Corp. referenced above. SECTION III. Prime Cable is released from any and all of its obligations to the Town of Leesburg under the aforesaid CATV Franchise from and after the effective date of the transfer of the Franchise to Maryland Cable Corp. SECTION IV. The Town Manager is directed to inform Prime Cable and Maryland Cable Corp. of adoption of this Resolution in writing by furnishing them with executed copies of this Resolution authorizing the transfer of the cable television Franchise for the Town of Leesburg from Prime Cable to Maryland Cable Corp. SECTION V. The transfer of the Franchise to Maryland Cable Corp. will become effective upon the posting of the corporate surety bond set; forth in Section VII hereof, the filing of the Acceptance referenced in Section VIII hereof and the approval as to legal form of both the bond and the Acceptance by the Town Attorney. SECTION VI. Authorizations and approvals hereby given are conditioned upon consummation of the closing of the approved transfer of ownership of corporate stock and limited partnership interests and mergers and liquidations and transfer of assets and business and all rights A RESOLUTION: 4 APPROVING CONSENT TO TRANSFER THE CATV FRANCHISE TO MARYLAND CABLE CORP. under the Franchise Agreement within one hundred twenty (120) days of the date of this Resolution. SECTION VII. Anytime after adoption of this resolution, but in no event later than within 30 days after consummation of the sale, transfer or assignment Maryland Cable Corp. shall furnish a corporate surety bond in the penal sum of $100,000 to the Town of Leesburg in a form approved by the Town Attorney to guarantee the performance of Maryland Cable Corp. with all of the terms of the aforementioned Franchise Agreement dated October 14, 1980, and with all conditions of the transfer of the Franchise set forth in this Resolution, which said bond shall be in force for a period of five years from the effective date of transfer. SECTION VIII. Maryland Cable Corp. shall file with the Town Manager, anytime after adoption of this resolution, but in no event later than within thirty days (30) days after consummation of the sale, transfer or assignment, an unconditional Acceptance of the terms of this Resolution. SECTION IX. Maryland Cable Corp. and Prime Cable shall reimburse the Town of Leesburg for reasonable consultant costs associated with the transfer. SECTION X. Maryland Cable Corp. may pledge, mortgage, hypothecate or otherwise transfer, as may be ~equired, an interest in the cable television system to any lender in order to obtain financing for the cable television system, and Maryland Cable Holdings Corp. is authorized to pledge, mortgage, hypothecate or otherwise transfer, as may be required, its equity interest in Maryland Cable Corp. in connection with such financing. Such transfer, pledge, mortgage or hypothecation may, if required by the lender, include the authority to sell the cable television system or effect a A RESOLUTION: 5 APPROVING CONSENT TO TRANSFER THE CATV FRANCHISE TO MARYLAND CABLE CORP. change in control of the franchisee, subject to consent of the Town Council, upon mortgage default by the franchisee or Maryland Cable Holdings Corp. Such approval shall not be unreasonably withheld. In this event, any such sale or transfer of control approved will require the new owner to comply with all terms and conditions of this Resolution, as well as the original Franchise Agreement and Franchise Ordinance. PASSED this llth day of October , 1988. ATTE ST: Clerk o~youncil Cableres Robert E. Sevila, Mayor Town of Leesburg