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RESOLUTION NO. _ A RESOLUTION CONSENTING TO THE TRANSFER OF CONTROL OF PULLMAN TV CABLE CO., INC., A WASH!NGTON CORPORATION, WHICH HOLDS CERTAIN FRANCHISE RIGHTS TO OPERATE A CABLE COMMUNICATIONS SYSTEM WITHIN THE CITY LIMITS OF THE CITY OF MOSCOW, IDAHO. FROM THE CURRENT SHAREHOLDERS OF PULLMAN TV CABLE CO., INC. TO THE CONTROL, DIRECTLY OR INDIRECTLY, OF CENTURY COMMUNICATIONS CORP., A NEW JERSEY CORPORATION. WHEREAS, this Council has been advised by representatives of Century Pulhnan Cable Television Corp., a Delaware corporation, a subsidiary of Century Communications Corp., a New Jersey corporation, (hereinafter sometimes referred to as "Century"), that Century desires to acquire control, directly or indirectly, of Pulhnan TV Cable Co., Inc., a Washington corporation (hereinafter sometimes referred to as "Pullman Cable"), from Gordon Rock, Samuel P. Evans, Julian Page Jenner, Robert K. Allison, Jay R. Busch and John Muraglia, the individuals who currently own the issued and outstanding shares of stock of Pulhnan Cable (hereinafter sometimes referred to as the "Current Shareholders"); and WHEREAS, TV. Cable Co. is the current franchisee of certain franchise rights to operate a cable television system within the city limits of the City of Moscow granted under Moscow City Ordinance No. 91-24; and WHEREAS, this Council has been advised by Century that Pullman Cable will continue to own and operate the cable TV system serving Pullman and, as the Operator and franchisee thereunder, will continue to abide by all commitments as set forth in Moscow City Ordinance No. 91-24; and WHEREAS, Century has advised this Council that as the entity having direct or indirect control of Pullman Cable it will cause Pullman Cable to adhere to the provisions, terms and conditions of Moscow City Ordinance No. 91-24 and agrees that its direct or indirect control of Pullman Cable shall be exercised by causing Pulhnan Cable to observe and abide by all rights and obligations arising out of said ordinance, subject to any federal or state preemption which has occurred or may occur after the adoption of these ordinance; and WHERE AS, it now appears to this Council that, in connection with the rights and obligations granted and incurred under Moscow City Ordinance No. 91-24 to Pullman TV Cable Co., Inc., this Council should consent to the transfer of control of Pullman Cable from the Current Shareholders to the control, directly or indirectly, of Century Communications Corp.; ---PAGE BREAK--- NOW, THEREFORE, BE IT RESOLVED by the City Council for the City of Moscow as follows: I. That the transfer of control of Pullman Cable TV Cable Co., Inc., a Washington corporation, from Gordon Rock, Samuel P. Evans, Robert K. Allison, Hugh H. McCulloh, Jay R. Busch, and John Muraglia to the control, directly or indirectly, of Century Communications Corp., a New Jersey corporation, pursuant to Section 11.02 of Moscow City Ordinance No. 91-24, be and hereby is approved; and 2. That the Mayor be and is hereby authorized to execute a Consent to Transfer Of Control, on behalf of the City of Moscow in connection with the transfer of control of Pullman Cable under Moscow City Ordinance No. 91-24; provided, however, that the City of Moscow reserves the right to approve any future assignment of the rights of Pullman Cable under such Ordinance or any future transfer or other transaction whereby control of Pullman TV Cable Co., Inc. is held other than directly or indirectly by Century Communications Corp.; and 3. That this consent is contingent upon written acceptance by Century Communications Corp. on behalf of Pullman TV Cable Co., in form acceptable to the City Attorney, of all terms and conditions of ordinance 91-24; and 4. That this consent is contingent upon full payment of any funds owing to the City of Moscow by Pullman TV Cable Co. prior to transfer of control of Pullman TV Cable Co. to Century Communications Corp. and upon receipt of Century Communications Corp.'s acknowledgment in writing that it will cause Pullman TV Cable Corp. to satisf'y any amount owed by Pullman TV Cable Co. to the City of Moscow that remains unpaid Passed by the City Council of the City of Moscow and Approved by the Mayor this 21st day November 1994. Paul C. Agidius, Mayor ATTEST: ---PAGE BREAK--- CONSENT TO TRANSFER OF CONTROL Pursuant to Moscow City Council Resolution No. 94-24 • the City of Moscow, State of Idaho, does hereby consent to the transfer of control of Pullman TV Cable Co., Inc., a Washington corporation, from Gordon Rock, Samuel P. Evans, Julian Page Jenner, Robert K. Allison, Hugh H. McCulloh, Jay R. Busch and John Muraglia to the control, directly or indirectly, of Century Communication Corp., a New Jersey corporation. Dated this 21st day ATTEST: Elaine Russell, City Clerk _ , 1994. CITY OF MOSCOW, a municipal corporation of the State ofldaho Paul C. Agidius, Mayor ---PAGE BREAK--- ACCEPTANCE OF FRANCHISE COMES NOW PULLMAN TV CABLE CO., INC. ("GRANTEE") and in consideration of the granting of consent to transfer of control of Grantee to Century Communications Corp., and in respect of the franchise granted by the City of Moscow ("CITY") to GRANTEE, a copy of which is appended hereto, GRANTEE hereby agrees as follows: 1. GRANTEE accepts all terms and conditions of said franchise granted by Moscow City Ordinance Number 91-24, including amendments thereto, subject to any federal or state preemption which has occurred or may occur after the adoption of such ordinance, to be effective as of J , 1995, the date of the consummation of such transfer of control. 2. That GRANTEE shall pay to the City all funds owed to the City by Pullman TV Cable Co., Inc. prior to, or subsequent to, the transfer of control to Century Communications Corp. 3. That concurrently with delivery of this Acceptance of Franchise, GRANTEE is delivering a check in the amount of $500.00 to the CITY for its expenses in granting its consent to the transfer of control of GRANTEE. 4. That the franchise and this agreement constitute the agreement between the parties and that any modification shall be in writing. IN WITNESS WHEREOF, the President and Secretary have caused this agreement to be executed on the J{!J day of February, 1995. PULLMAN TV CABLE CO., INC. (SEAL) 7671