HomeMy WebLinkAboutResolution 95-067 transfer by jones intercable to jones cable holdingsRESOLI3TION NO. 95-67
A RF_SOLI. YrION OF THE MAYOR AND COUNCIL OF THE TOWN OF MARANA,
ARIZONA, APPROVING AND AUTHORIZI2qG TI-IE TRANSFER BY JONF~
INTERCABLE, INC. TO JONES CABLE HOLDINGS, INC., TIIE CABLE SYSTEM
SERVING THE TOWN OF MARANA, ARIZONA.
WHEREAS, pursuant to a Cable Communications System License, dated September 19,
1988, the Town Council of the Town of Mararia granted to Jones Intercable, Inc. ("Jones") a
license to receive, distribute and supply radio, television and other cable communication services
by operating a cable television system within the town limits of the Town of Marana; and
WHEREAS, Jones has agreed to sell the cable television system to its wholly-owned
subsidiary, Jones Cable Holdings, Inc., a Colorado corporation ("JCH"), and JCH has agreed
to purchase the cable television system; and
WHEREAS, the Mararia Cable Communications Regulations, Ordinance No. 87.09,
provide that a licensec may not, without prior written authorization of the town, (i) sell, transfer
or assign the cable television system, or (ii) grant a security interest in the cable television
system's assets if the indebtedness secured thereby exceeds 75% of the original cost or the fair
market value of the cable television system, whichever is higher; and
WHEREAS, JCH has requested that the Town Council approve (i) the transfer of the
cable television system and franchise from Jones to ICH, and (ii) the granting by JCH (from
time to time) of a security interest in the franchise and the cable television system in an amount
in excess of 75% of the original cost or fair market value of the cable television system, to an
institutional lender or lenders as security for its obligations to such lender or lenders; and
WHEREAS, the Town of Mararia has determined that it is in the best interests of the
public that Jones be permitted to transfer the cable television system and franchise to JCH.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of
Mararia, Arizona, that the town does hereby consent to the transfer of the cable television system
and franchise from Jones to JCH and the assignment of the license agreement between the Town
of Mararia and Jones to ICIt.
BE IT FURTHER RESOLVED, that JCH shall assume all rights and obligations of Jones
under the Cable Communications System License, dated September 19, 1988.
BE IT FURTHER RESOLVED, that JCH is authorized to grant from time to time a
security interest in the cable television system and in all of its rights, powers and privileges
under the franchise and all of its other assets for the sole purpose of securing indebtedness in
an amount in excess of 75 % of the original cost or fair market value of the cable television
system, to such lending institution or institutions as may be designated from time to time by
JCH, which lending institution or institutions shall have all of the fights and remedies of a
secured party under the applicable Uniform Commercial Code. JCH shall notify town of any
arrangement in which a security interest of more than 75 % of the original cost or fair market
value of the cable television system is to be granted.
Mararm Remlufion No. 95-67 Page 1 of 2
BE 1T FURTHER RESOLVED, that the foregoing consent shall be effective upon the
closing of the sale of the cable television system by Jones to ICH and written notice of the
closing date shall be provided to the town.
BE 1T FURTHER RESOLVED, that the town hereby confirms that, to its knowledge,
(a) the franchise is currently in full force and effect; (b) Jones is in compliance in all material
respects with the franchise; and (c) no event has occurred or exists which would permit the town
to revoke or terminate the franchise. Subject to compliance with the terms of this resolution,
all action necessary to approve the Wanslet of the franchise and the cable television system by
Jones to JCH has been duly and validly taknn.
PASSED AND ADOPTED by the Mayor and Council of the 2/own of arana, Arizona,
ED HONEA, Mayor
Sand~ Groseclo~e -
Town Clerl~'
APPROVED AS TO~.~~
Town Attorney
Mararm Reaolution No. 9547 Page 2 of 2