HomeMy WebLinkAboutResolution No. 72960 0
RESOLUTION NO. 7296
A RESOLUTION OF THE AZUSA CITY COUNCIL CONSENTING
TO A CHANGE IN NAME OF THE FRANCHISE HOLDER AND
CONSENTING TO THE GRANTING OF A SECURITY INTEREST
IN FRANCHISE AND FINDING SUCH FRANCHISE TO BE IN
FULL FORCE AND EFFECT.
WHEREAS, the City Council of the City of Azusa
adopted Ordinance No. 1092 on December 2, 1974, awarding a
CATV franchise to Cable Service of Azusa, Inc. to construct
and operate a CATV system in the City, pursuant to the provi-
sions of Title 14 of the Azusa Municipal Code (the "Franchise");
WHEREAS, on September 19, 1977, pursuant to Resolu-
tion 6575, the City Council of the City of Azusa approved a
change in the form of ownership of Cable Service of Azusa,
Inc. to Cable Service of Azusa, a sole proprietorship owned
by Julius Cohen;
WHEREAS, on October 4, 1982, pursuant to Resolution
7187, the City Council of the City of Azusa consented to the
transfer of the Franchise from Cable Service of Azusa to
Jones Intercable, Inc., general partner and nominee for,
Cable TV Fund 10, a limited partnership;
WHEREAS, Cable TV Fund 10-C Ltd., a Colorado
limited partnership of which Jones Intercable, Inc. is the
general partner, is the Cable TV Fund 10 limited partnership
which bought the assets of Cable Service of Azusa, including
the Franchise, and which operates the CATV system in the City
of Azusa pursuant to such Franchise;
WHEREAS, it is desirable to change the name of
the Franchise holder to Cable TV Fund 10-C Ltd.;
WHEREAS, Cable TV Fund 10-C Ltd. has negotiated
a credit agreement with Wells Fargo Bank, N.A., Mellon Bank,
N.A., and RepublicBank Dallas, N.A. (collectively, the
"Banks") pursuant to which the Banks will make certain loans
to Cable TV Fund 10-C Ltd. and Cable TV Fund 10-C Ltd. will
grant to the Banks a security interest in, among other things,
the Franchise and the granting of such security interest in
the Franchise requires the consent of the City Council of the
City of Azusa; and
WHEREAS, the general welfare of the citizens of
the City of Azusa will not be adversely affected by the
proposed change in name or the granting of the security
interest.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF
AZUSA DOES RESOLVE AS FOLLOWS:
1. The name of the Franchise holder shall be
Cable TV Fund 10-C Ltd., a Colorado limited partnership.
2. Consent is hereby given to the grant by
Cable TV Fund 10-C Ltd. of a security interest in the
Franchise to the Banks and to the exercise by the Banks or
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any of them of any and all rights they may have as secured
creditors under the California Uniform Commerical Code,
specifically including the right to operate the CATV system
in the City of Azusa pursuant to the Franchise upon a default
by Cable TV Fund 10-C Ltd. under the credit agreement between
Cable TV Fund 10-C Ltd. and the Banks; provided, however,
that the City Council of the City of Azusa shall have the
right to approve prior to its effectiveness any sale or transfer
of the Franchise by the Banks to any third party.
3. The Franchise is in full force and effect on
the date hereof and there is no default in the performance
or observance of any of the provisions, covenants, terms
or conditions of the Franchise, nor has any event occurred
which, with the passage of time or the giving of notice,
or both, would ripen into any such default.
4. The Mayor is hereby authorized to sign, date
and deliver to Cable TV Fund 10-C Ltd. and Wells Fargo Bank,
N.A. the letter attached hereto as Exhibit A.
ADOPTED AND APPROVED THIS 5th DAY OF July
1983.
L/
MAYOR PRO -TE
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the City Council of the City of Azusa at a regular
meeting thereof, held on the 5th day of July, 1983, by the following
vote of the Council:
AYES: COUNCILMEMBERS: DECKER, HART, CRUZ, LATTA
NOES: COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: MOSES
CITY CLERK
2.
EXHIBIT A
June , 1983
Cable TV Fund 10-C Ltd.
5275 DTC Parkway
Englewood, Colorado 80111
Wells Fargo Bank, N.A.,
as "Agent for itself and other lenders
444 South Flower Street
Los Angeles, California 90017
Re: Ordinance No. 1092 of the City Council of the
City of Azuza, dated December 2, 1974•
Ordianance No. 1077 of the City Council of the
City of Azuza, dated May 6, 1974; Resolution
No. 6575 of the City Council of the City of
Azuza, dated September 19, 1979; Resolution
No. 7187 of the City Council of the City of
Azuza, dated October 4, 1982; and all related
franchise applications, documents, maps,
instruments and agreements (all of the above
hereinafter collectively called the
"Franchise")
Gentlemen:
The City of Azuza, California (hereinafter called
the "City"), understands (a) that Cable TV Fund 10-C Ltd., a
Colorado limited partnership (hereinafter called "Fund
10-C"), as borrower, and Wells Fargo Bank, N.A., a national
banking association (hereinafter called "Agent"), Mellon
Bank, N.A., a national banking association, and
RepublicBank Dallas, N.A., a national banking association as
lenders (hereinafter collectively called "Banks"), have
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Cable TV Fund 10-C Ltd.
Wells Fargo Bank, N.A.
June , 1983
2.
entered into a credit agreement pursuant to which the Banks
have agreed to make certain loans to Fund 10-C, (b) Fund
10-C has agreed to grant to the Agent a security interest
covering Fund 10 -C's rights under the Franchise and (c) Fund
10-C and the Agent are relying upon this letter in connection
therewith. With such understanding, the City agrees, on
behalf of itself and its successors and assigns for the
benefit of Fund 10-C and Agent and their respective succes-
sors and assigns, that:
a. Fund 10-C is the holder of the entire right,
title and interest of the franchisee under the Franchise;
b. The Franchise is in full force and effect, has
not been amended (except as may be described above), and all
conditions precedent to Fund 10 -C's full use and enjoyment
of all rights and benefitts under the Franchise have llieen
duly satisfied;
C. To the best knowledge of the City, there is no
default in the performance or observance of any of the pro-
visions, covenants, terms or conditions of the Franchise ,
nor has any event occurred which, with the passage of time
or the giving of notice, or both, would ripen into any such
default;
Cable TV Fund 10-C Ltd.
Wells Fargo Bank, N.A.
June , 1983
3.
d. To the best knowledge of the City, Fund 10-C
has not previously assigned, pledged, transferred or other-
wise hypothecated any portion of its right, title or
interest as the franchisee under the Franchise;
e. The City hereby consents to the acquisition by
the Agent of the Franchise pursuant to a public or private
foreclosure sale, by deed or other instrument in lieu of
foreclosure or pursuant to the exercise of any other rights
or remedies of the Agent under the security agreement creat-
ing the aforementioned security interest or under any other
related agreement, instrument; or contract or by law or in
equity or otherwise;
f. The granting by Fund 10-C of a security
interest covering the Franchise for the benefit of the Agent
does not constitute a detfault under the Franchise and the
City hereby consents to the same;
g. The City hereby agrees to deliver all notices
of default, termination, forfeiture or expiration and all
other notices given to Fund 10-C under or in connection with
the Franchise to the Agent and, if any such notice specifies
one or more defaults or events of default or other acts or
omissions which might lead to the termination, forfeiture or
expiration of the Franchise, will give the Agent a reason-
Cable TV Fund 10-C Ltd.
Wells Fargo Bank, N.A.
June . 1983
4.
able period of time following the expiration of any notice,
cure or grace periods specified in any such notice (or
otherwise available to the franchisee) within which to cure
such default or events of default or to otherwise take any
other steps necessary to prevent the termination, forfeiture
or expiration of the Franchise. The City agrees to accept
any cure by the Agent as if such cure were made by the
franchisee; and
h. The City hereby agrees that it will not unrea-
sonably withhold its consent to the transfer or assignment
of the Franchise to any indivsdual or entity pursuant to any
foreclosure proceedings instituted by the Agent (or subse-
quent to any foreclosure proceedings in which the Agent
acquired the Franchise).
i
Very truly yours,
CITY OF AZUZA
BY7Z
I
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