HomeMy WebLinkAboutResolution - 3589 - Transfer Control - MCCLP To MAP - Lubbock Cable Television System - 04_25_1991Resolution No. 3589
April 25, 1991
Item #5
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RESOLUTION
WHEREAS, Mission Cable Company, L.P., a Delaware limited partnership
(the "Company"), is currently the owner and operator of the cable
television system serving the City of Lubbock, (the "City"), such authority
to operate being originally granted to Cable Vision of Texas pursuant to
that certain Ordinance No. 8834 dated October 24, 1985 (the "Ordinance");
and
WHEREAS, certain of the partners of the Company have transferred
their interests in the Company to Mission Acquisition Partners, a Delaware
general partnership ("Purchaser"), which is an affiliate of the Company's
lenders; and
WHEREAS; certain of the partners of the Company are corporations and,
in lieu of transferring their respective interests in the Company to the
Purchaser, have caused all of their respective shares of capital stock to
be transferred to the Purchaser; and
WHEREAS, the Company's lenders are The Toronto -Dominion Bank, Cayman
Islands Branch, the Chase Manhattan Bank and the Canadian Imperial Bank of
Commerce (collectively, the "Lenders"); and
WHEREAS, the City is willing to grant its consent to the transfer of
the ownership of the Company as referenced above and to any transfer
described in Section 1 below;
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
SECTION 1. THAT the City hereby grants its consent to (i) any
transfer of interests in the Company by any partner to the Purchaser, (ii)
any transfer of capital stock of any partner in the Company to the
Purchaser, (iii) any transfer, after the date hereof, of any partnership
interest in the Company to any "affiliate" and (iv) any transfer, after the
date hereof, of shares of capital stock of any partner of the Company which
is a corporation to any "affiliate". For purposes of this Section 1, the
term "affiliate" shall mean any entity all of whose voting securities are
owned directly or indirectly through one or more subsidiaries of the
Lenders.
SECTION 2. THAT except as hereby transferred, or as modified prior
to the date hereof, the Ordinance is in all other respects ratified and
confirmed and all of the terms and conditions thereof shall remain in full
force and effect.
SECTION 3. THAT this Resolution is hereby declared to be a measure
in the interest of public peace, health, welfare and safety.
SECTION 4. THAT the City hereby waives the right of first refusal
reserved by the City in paragraph E of Section 12 of Ordinance No. 8554.
SECTION 5. THAT the transfer of franchise granted herein shall not
become effective until receipt by the City of Lubbock of an Acceptance of
Franchise duly executed by an officer or principal of the Purchaser, with
authority to make and sign an agreement, in the following form:
ACCEPTANCE OF FRANCHISE
"The Honorable Mayor and City Council of the City
of Lubbock:
Mission Acquisition Partners, a Delaware
general partnership, for itself, its successors and
assigns, hereby accepts to be bound by the terms
and conditions of City Ordinance No. 8834 granting
a cable television franchise as finally passed by
the City Council of the City of Lubbock on the 24th
day of October, 1985. By this Acceptance of
Franchise, Mission Acquisition Partners agrees to
be bound by such franchise the same as if it were
signatory to the original agreement."
SECTION 6. THAT in the event that the City Council should determine
that the actual sale price is unreasonable, then such portion of the sale
price as is determined to be unreasonable, shall not be considered in the
rate base of any subsequent request for rate increases.
This Resolution passed by the City Council this 25th day of
April , 1991.
ATTEST:
aneltte Boyd, City Secret7Fy
APPROVED AS TO FORM:
f
uonaia u. vanaiver,
First Assistant City Attorney
CITY OF LUBBOCK
BY: (�-
B. C. MCMIN , MAYOR
- 2 -
MISSION
CABLE
Keith J. Cunningham
President & CEO
March 19, 1991
City of Lubbock
P.O. Box 2000
Lubbock, Texas 79457
Re: Transfer of Partnership Interests
Ladies and Gentlemen:
Mission Cable Company, L.P.
over the last several months.
difficulties, Mission Cable's
subsidiaries, acquired all
Cable. This is a financial
management anticipates no
individuals with whom you
Mission Cable by our ban
stability for Mission Cab
Mission Cable's customers.
of the e
ownership
change in
are used to
ks will r
le and, in
has been struggling financially
In response to these financial
lenders have, through their
quity ownership of Mission
change only. Mission Cable's
management personnel or the
dealing. The ownership of
esult in greater financial
turn, better service for
Mission Cable realizes that, pursuant to the terms of the
franchise agreement under which it serves your community, your
consent to this financial restructuring must be obtained. We
therefore ask that you place consideration of the consent on the
agenda for the next meeting of your City Council. We enclose a
draft ordinance setting forth the necessary consents. If you will
inform us to the time and place of the meeting where the consent
item will be addressed, we will have at least one Company
representative present to answer any questions which may arise.
Moreover, if you need additional information in connection with our
request, please contact me or Thomas W. Hopping, who is Chief
Operating Officer/Executive Vice President at (512) 478-8184.
Please call if we may be of assistance.
sincerely,
Kei h Nunningham
114 West 7th Street, Suite 1000
Austin, Texas 78701
(512) 478-8184 / Fax: (512) 478-0654
'Q3S�go�
----- ---- -- - --
A06401HO
Tolley —Weidman Insurance
P.O. Box 160
Colorado Springs,
CO 80901
719-696-7100
Mission Cable Company, L.P.
Attn: Liz Jenkins
1873 S. Bellaire St. #1550
Denver,
CO 80222
ISSUE DATE
77
CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE
DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
COMPANY
LETTER A
Continental Insurance Compa
COMPANY
LETTER B
COMPANY
LETTER C
COMPANY
LETTER D
COMPANY
LETTER E
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LIS1 ED BELOW HAVE BEEN ISSUED TO If HE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOT WIT HST ANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
CO
LT
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
POLICY EXPIRATION
LIMITS
DATE(MM/DD/YY)
DATE(MM/[ro/VV)
GENERAL
LIABILITY
GENERAL AGGREGATE
$ 2000000
X
PRODUCIS-COMP/CPAGG
$ 2000000
A
COMMERCIAL GENERAL LIABILITY
58CBP0611053593
8/01/92
8/01/93
CLAIMS MADE OX occuR.
OTHER THAN TEXAS
PERSONAL & ADv. INJURY
g 10000.0_0
EACH OCCURRENCE_
_
$ 1000000
OWNER'S & CONTRACTOR'S PROT.
FIRE DAMAGE (Any one fire)
$ 50000
TCP0611053693
8/01/92
8/01/93
MEO. EXPENSE (Arty.one person
$ 5000
AUTOMOBILE
LIABILITY
COMBINED SINGLE
$
X
A
ANY AUTO
58CBPO611053593
8/01/92
8/01/93
LIMIT
1000000
BODILY INJURY
$
ALL OWNED AUTOS
SCHEDULED AUTOS
OTHER THAN TEXAS
(Per person)
X
BODILY INJURY
$
HIRED AUTOS
X
NON -OWNED AUTOS
(Per accideni)
PROPERTY DAMAGE
$
GARAGE LIABILITY
CLP0520319393
8/01/92
8/01/93
A
EXCESSLIABILITY
X UMBRELLA FORM
OTHER THAN UMBRELLA FORM
58CBPO611053593
8/01/92
8/01/93
EACH OCCURRENCE
$ 10000000
AGGREGATE
$ 10000000
A
WORKER'S COMPENSATION
AND I
EMPLOYERS'LIABILITY 1
ObVV tlb I IU IU`9 GU
�IiU I%�L
1L%31/3
STATUTORY LIMITS
50-VLooG_.
DISEASE -POLICY LIMIT I
500000
DISEASE -EACH EMPLOYEE '—TI_S
_
500000
OTHER
DESCRIPTION OF OPERATIONSILOCATIONSIVEH ICLESISPECIAL ITEMS
City of Lubbock
P.O. Box 2000
Lubbock, TX 79457
SHOULD ANY OFT HE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF. THE ISSUING COMPANY WILL ENDEAVOR TO
MAIL 30 DAYSWRITTENNOTIC:ETOTHECL•RTIFICATEHOLDERNAMEDTOTHE
LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
LIABILITYOF ANYKINDUPON THE COMPANY, ITS AGENTSORREPRESENTATIVES
WTHORIZED_ ESENTATIVE
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11