HomeMy WebLinkAbout4.k. Amendment to Star Cable Franchise Agreement t ' CITY OF ROSEMOUNT
EXECUTIVE SUMMARY FOR ACTION
CITY COUNCIL MEETING DATE: June 21, 1994
AGENDA ITEM: Amendment to Star Cabie Franchise AGENDA SECTION:
Agreement Consent
PREPARED BY: Ron Wasmund AGEND��� �
Public Works Director/Building Official �. �
ATTACHMENTS: Resolution, Letter from Star Cablevision APPROVED BY:
Letter from Brian Grogan ---
On June 6th, a letter was received by Tom Burt from Star Cablevision Group informing us
that the cable franchise transfer has not been concluded due to changes in the'FCC Rules
and Regulations covering rate structure. In their letter, they are asking us for a 60 day
extension to conclude the sale. They expect to close on the sale on or before July 29,
1994.
Since they failed to complete the transaction within the time previously identified in the
Agreement approved by Council on March 15, 1994, that Agreement must be modified
by resolution. I have attached the amendment to the Purchase Agreement for your
review if you desire. I have also attached a copy of the resolution. I have had telephone
conversation with Brian Grogan, the attorney with Moss and Barnett, who has been
representing us in this transfer since the beginning. Brian represents that the only
� material difference in the Agreement is a lower purchase price. This means that there will
be less debt carried by Marcus Cable Partners so less impact on the subscribers. Brian's
letter recommending the approval of the resolution is attached. Basically there is no
reason to not pass the resolution since we found no reasons to not allow the transfer at
the first request.
The Utility Commission considered this matter at their meeting on June 13, 1994. They
passed a motion in support of the resolution and recommended Council pass the
resolution allowing the 60 day extension.
RECOMMENDED ACTION: MOTION TO ADOPT A RESOLUTION RATIFYING PRIOR
APPROVAL OF A SALE OF ASSETS, THE TRANSFER OF THE CABLE TELEVISION
FRANCHISE AND THE ASSIGNMENT OF THE ASSETS AND THE FRANCHISE AS
COLLATERAL.
COUNCIL ACTION:
4
,
CITY OF ROSEMOUNT
DAKOTA COUNTY, MINNESOTA
A RESOLUTION RATIFYING PRIOR APPROVAL OF A SALE Of ASSETS,
THE TRANSFER OF THE CABLE TELEVISION FRANCHISE AND THE
ASSIGNMENT OF THE ASSETS AND THE FRANCHISE AS COLLATERAL
RESOLUTION 1994 -
WHEREAS, the cable television franchise in the City of Rosemount, Minnesota
("Franchise") is currently owned and operated by Star Mid America Limited Partnership
(the "Franchisee"); and
WHEREAS, the Franchisee entered into a Purchase Agreement dated November 12, 1993
(the "Purchase Agreement") between the Franchisee and Marcus Cable Partners, L.P.
("Marcus"�; and
WHEREAS, the City of Rosemount, Minnesota ("City") received and previously approved
a request from the Franchisee for approval to assign and/or transfer the Franchise from
the Franchisee to Marcus pursuant to Resolution No. 1994-27; and
WHEREAS, the Franchisee and Marcus have entered into Amendment Agreement Number
One to the Purchase Agreement, dated May 31, 1994, and have requested the City to
ratify its prior consent to the transaction contemplated by the Purchase Agreement, as
now amended.
NOW THEREFORE BE IT RESOLVED, that the sale, transfer and assignment of the rights,
responsibilities and benefits of the Franchise fram the Franchise to Marcus preuiously
approved by the City pursuant to Resolution No. 1994-27 is hereby ratified, permitted
and approved; and
BE IT FURTHER RESOLVED, that the City hereby waives any right of first refusal which it
may have pursuant to the Franchise, State or Federal law, to purchase the Franchise or
the cable television system serving the City, but only as such right of first refusal applies
to the request for approval of the transfer of control of Franchisee now before the City;
and
BE IT FURTHER RESOLVED, that the terms and conditions of Resolution No. 1994-27
remain in full force and effect; and
BE IT FURTHER RESOLVED, that the consent to transfer herein provided shall be effective
upon and only effective concurrent with the closing of the transactions described in the
Purchase Agreement, as amended, and Marcus shall notify the City promptly upon the
closing of such transactions; and
Resolution 1994 -
BE IT FURTHER RESOLVED, City's adoption of this Resolution is subject to Franchisee
reimbursing the City for all reasonabfe costs, expenses and professional fees incurred as a
result of the approval of the transfer of control of the Franchisee.
ADOPTED this 21 st day of June, 1994.
E. B. McMenomy, Mayor
ATTEST:
Susan M. Walsh, City Clerk .
Motion by: Seconded by:
Voted in favor:
Voted against:
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254 Winnebago Drrve
P.O. Box 1167 Te/ephone
Fond dutac, W/ 54936-t 167 (414)923-6335
J,�e 6, 1994 � Sfar Cab/evision Group
Bngnt • Ciea� • Exc'!:ng
Mr. Tomas Burt - City Administrator
Ms. Susan Walsh - Clerk
City of Rosemount
2875 145th Street West
Rosemount, MN 55068
RE: Purchase Agreement By and Among Star Cablevision Group, Star Mid America Limited
Partnership and Marcus Cable Partners, L.P. , Dated as of November 12, 1993.
Dear Mr. Burt and Ms. Walsh:
This is to inform you that Star Cablevision Group and Star Mid America Limited
Partnership ("Star") and Marcus Cable Partners, L.P. ("Marcus Cable") have executed an
Amendment to the above-referenced Purchase Agreement for the purpose of extending, by
sixty (60) days, the sale of cable systems owned by Star to Marcus Cable and reducing
the purchase price. The projected Closing Date of the sale is now scheduled for July
29, 1994. A copy of the Amendment has been enclosed for your review.
On March 15, 1994, the City adopted Resolution No. 1994-27 approving the assignment of
the cable television franchise to Marcus Cable. As the Amendment represents a change to
the original Purchase Agreement, it will be necessary for us to again ask you to review
this transaction. However, since the terms and conditions of the Amendment do not
materially affect the criteria upon which the Council's earlier decision was based; that
is, Marcus remains legally, financially and technically qualified to operate the cable
system serving your community, we are simply asking the City to ratify its earlier
approval and waive its right of first refusal to purchase the cable system. I have
enclosed, for the Council's consideration, a draft of a proposed Resolution for this
purpose.
I am also providing a copy of this letter, together with the Amendment and proposed
Resolution, to Mr. Brian Grogan at Moss & Barnett, since he was consultant to the City
during the earlier approval process.
We respectfully request the Council's formal approval of the proposed resolution at its
next regularly scheduled meeting in order that may conclude this transaction in a timely
manner. Meanwhile, if you have any additional questions concerning this transaction,
please feel free to contact me at 1-800-933-6335, ext. 127. We greatly appreciate the
City's understanding and patience during this process.
Sincerely,
(�A - `� \h���\`
V�� �
Gary Nadolsky
Manager - Administrative Services
cc: Brian Grogan, Esq.
Jane Bremer, Esq.
Ms. Lisa Washa
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AXENDKEHT �1L�18EZt O�tE
TO PQRCHA88 ]�iGRBEaLE�1T
THIS AMENDMENT NUMBER ONE TO PURCHASE AGREF1�fENT (this
�'Amendzaent°) , dated as af the 31st day of May, I994, by and amonq
STAR CABLEVISION GROUP, a Wisconsin general partnership {"SCG"} ,
STAR MID AMER=CA LIMITED PARTNERSHIP, a Wisconsin limited
. partnership ("SMALP'� and, tcgether �ith SCG, the '�Sellers") , and
MARCUS CABLE PARTNERS, L.P. , a Delavare limited partnership
("Buyer'�) .
WHEREAS, the parties hereto are all of the parties to
that certain Purchase Ag�ceement, dated as of Nevember 12, 1993
(tha "Aqreement") ; and i
WHEREAS, the pa=ties hereto desire to amend the
Aqreement as hereafter set forth; and
WHEREAS, all capitalized terms usad hesein and nct
others�rise defined herein shall have the same meaning as assigned
� to them in the Agreement;
NOW, THEREFORE, in consideration of the mutual
covenants contained herein, and other qood and valuable
consideration, the re�eipt and sutficiency of which are hereby
acknowledged, tha parties hereto agree as tollovs:
1. Concurrent with the execution ef this Agresment,
Buyer and Sellers shall execute and delive= to the Escrev Aqent a
written notice instructinq tha Escraw Agent to release ta Sellers
(at such accaunt as is desigriated by Sellers} the entire
$2,980,Ofl0 Deposit, togethez with all interest thezeon (the
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"Escrow Amount") . Notwithstandinq anything to the contrary
contained in the Aqreement or the Escrow Agreement, in the event
the Closinq fails to occur for any reason whatsoever, sellera �
shall be entitled to ratain the Escrow Ataount as a nonrefundable
. pay.ment to Sellers and as a reasonable astimate of a portion of
�he expenses and damages incurzed by Sellers in connection with
this Aqreeiaent and not as a per►alty and Sellers shall have no
cbligati.on to return such amount to Buyer and Buyer shall have na
claims against 5ellers vith respect to such amount. In the event
tha Closinq does occur, the Es�row Amawnt shall be credited
against the Purchase Price pa3d by Buyer at C�oainq pursuant to
Section. 2 .2."
Z. Section 2.2 of the Purchase Agreement shall be
deleted in its entirety and the foSloving substituted in its
place: .
"2.2. Purchase Price �nd Cavenants Not to Compete.
The consideration payab2e to Sellers and the parties listed on
Exhibit F hareto tc the Covenant Not to Compete (the "Covenant
Not to Compete") , substantially in the farm oP Exhibit G h�reto,
for the Assets and �t3�e Covenant Not to Competa shall be the sum
of One Hundred Thirty-Seven l�illian Dollars {$137,000,000) (tha
"Purchase Price") , vhich amount, subject to the creation og the
Indemnificatien Fund (as defined in Section 8.2 � (by {iv) hereof) ,
and to the� adjustments provided for in Section 2.3 hereof, shall
be payable by Buyer in full at the Closinq by confirmed wire
transPer or immediately available federal funds to such party or
parties as are rlesignated in rariting by SCG, as agent for Sellers
and the parties listed on Exhibit F. The allocation of the
Purchase Price between the Assets and the Covenartt Not to Compete
shall be as Bet torth in Section 2.2 of the Disclosure Schedule.
It is understood and aqreed that Buyer sha21 2�ava na
responsibility er liabflity for the app2ication of the Purchase
Price. Upon delivery of the Purchase Price by Buyer (and the
Escrov Agent} in accordance �tith the taritten instructions of SCG,
Buyer shall be deemed to have satisfied its obligations hereunder
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and under the Covenant Not to Compete and the Indemnification
� Escrow Aqreement (as defined in Sectian 8.2 (b} (iv) j with respect
to the payment ot the Purchase Price, and Buyer shall have no
other liability to Seliezs, the parties Zisted on Exhibit F or
any other person with respect te the makinq of such payment. "
3 . (a) Section 2. 3 (a) af the Aqreement shall be
amended by deleting subparagraph (a) in its entirety and
substituting the folloving in its place:
*� {a} Adjustment for Certai� Exnenditures.
(i) The Purchasa Price� payable under Section 2 .2
hereof shall be adjusted by adding ther2tQ an amount equal tfl the
aggregata expenditures for plant, equipment or other capital
expenditures, as determined in accordance With Sellers' past
capitalization practices or policies (the "Additional
Expenditures") made or committed to be made by 5ellers with
respect ta the Systems durinq the period beqi�ning on June 1,
. 1994 and endinq as of 12 : 07. a.m. on the Closinq Date (the '
"Adjustment Time") ; provided hovever, that no ad�ustment to the
Purchase Price relatinq to Additional Expenditures shall be made
until such Additional Expendittues in any one moath period excesd
S10O,000 and, in such event, only to the axtent of such excess;
and provided further, that no ad�ustment to tha Purchase P=ice
relative to Additional Expenditures in excess of $Za0,00o per
mortth shall be made.
{ii) Fcr the purpose of determininq the aggregate
amount of Additional Expenditures as cf the Adjustment Time,
Sellers shal2 deliver to Buyer, not lsss than tiwe (5) business
daya after receipt of the Closinq Notice (as defined in Saction
3.1 hereof) from Buyer, a certificate (the "Expenditures
� Caztificate"} , to be siqned at tha Closinq by an appropri.ate
efficial of each Sellez, after due inqviry by such official, but
without any personal liability to such official, Which specifies
Sellers' good faith estimate of the aqqreqate amount of
Additional Expenditures, calcu2ated as of the Adjustment Time.
� Such certiEicate shall be delivered toqether uith such
approgriate supportinq evidence as Buyer may reasvnably request.
The Purchase Price payable at the Closing shall he increased,
based upon the agqregate amount of Additional Expenditures set
farth in the Expenditures CertiPicate."
(b) Buyer hereby acknowledges and agrees that no
ad�ustment to ths Purchase P=ice or other claim shall be made an
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acaaunt of tha number of Tatal Basfc Subacribers served by the
3ystems. .
d. (a) Rpr.tion 2.3{d) of the AqroQmont chall be
amanded by deletinq ths last sentence thareof in its entirety.
(b) section 2.3 (e) ot the Agreement shn21 be
further amended by daietinq the penultimate sentsnca af
subsaction (n} in itg entirety and sub�titutinq the folloWing in
its place:
"For C?1� puryose ot Getermininq the amount of
Receivahleo aa of the Adjust�nent Time, S�ller� Shall deliver to
Buyer, not less than fivn {5) bueiness days attar rsceipt af the
Ciosinq Natice trom Buyer, a certiticate (the ��Rec�ivables
Certificate") , to be siqned at the Closing byjan appzvpriats
� official or each Sallar, aftnr duo inquiry by �uah official, but
without any personal liability to such ofPicial, vhich spacifies
Sellers' good faith eatimate of the 3ubscriber Receivables and
the Advertisinq Receivablaa, calculatod as of the �djustmBnt �
Time." � �
(c) Section 2.3(q} of thn Agreement shall bc
amcaded by deleting the words "RPMt3 Peat Marwick" on the ninth
line oL subparagraph (11i} theraoP, and substitutinq the woz'8s "a
nationally recoqni2ed iadogQndont pub2ic accountinq ffrm saith
expericnae in the cable taleviaion industry and reasonably
acc�ptable to both 8uyar and Se11QrS other than XPMG Peat Mars.►ick
and Err�st and Young, provided that if tha parties fail to aqree
on ruch accounting firm within 90 dt►ya after the Cloaing Date,
such nccounting firm shall be cYivsen by the American Arbitration
Association" in their place.
5. Section 3.1 of thQ Agreement �hall be deletcd in
it3 entirety and tha folloxinq aubstituted in its place:
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"3 . 1. Time and Place of Closina. Subject to {a)
the provisions of Sectian 6.10, {b) satisfaction or, to the
ext�nt permissible by law, waiver (by the party for whose benefit
the closinq cendition is imposed) , on the Closinq Date of the
closing conditions dascribed in Article VII, and (c) tha
provisions of Article IX hereot, the Closinq (includinq the
Initial Closinq, it applicable) of the transactions �ontemplated
by this Agreement �ill take place at the otPices of Do�, Lohnes &
Albertson, 1255 TWenty-third Street, N.W. , Washington D.C. or at
such other place as the pa=ties shall mutually agree, at 10:00
a.m. , lacal time, on a date �ahich shall be a busineas day,
specified by written not�ce {the "Closinq Notice") f=om Buyer to"
Sellers given by facsimile, �rhich date shall be l0 business days
after delivery of such Closinq Notice to Sellers and which
Closinq Nvtica shall in any evant be qiven by Buyer not later
than July 15, 1994. Zf Buyer fails t� give a Closing Notice, the
Closing (including the Initial Closinq, if applicable) shall take
place on, and the Closing Date shall be deemed to ba, July 29,
1994. In no event ahall the Initial Closinq take placa 2ater
than July 29, 2994 . Failure by Buyer ta qive tha' Clcsing Notice
by July 15, 1944 shall constitute a material l�raach by Buyer of
� its obligations under this Aqraement. The "Closing" , "Initial
Closinq" and "Closing Data" shall be dePined in Sectian 6.10. "
6. In the event Buyer fails to censummate the Closing
on or prior to July 24, 199a Por any raason other than as a
result ef a material breach by Se].lers aP their obliqatians under
the Agreement, then 8uyer promptly shall pay to Sellers all ieqal
fees and expenses =easonably incurred by Sellers from and after
June � 2, 1994 in connectian vith the Agreement and the
transactions contemplated thereby; provided, however, that Buyer
shall not be obliqated to reimburse Sellers for any such leqal`
fees and expen9es in excess of $500,000.
7. Section 4 . 17 oP the Agreement shall be amended by
deletinq subcl.ause (a) (ii) (A) (i) thereot in its entirety and
substitutinq the fellovinq in ita place:
" (a) with re�pect to subscribers prior to Juna 1,
1994, who hawe rendered payment either (Z) for installation at
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such System's standard rate Eor such installation and far on� {1)
full month�s billing or (II) Zor at least two (2) month's billinq
as billed, and (b) with respect to subscribers on or after
June 1, 1994, whv have rendered pa�ment elther (I) Lor
installation at such System's standard rate for such installation
or (II) Po= at least one (I� month's billing as billed, and"
8. (a) Section 6.1 of the Agreament shall be amended
by deleting subparagraph (e) in its entiraty and substitutinq the
following in its place:
" (e) wi21 not, and vill nat permit any Subsidiary to,
change in any material respect their billing or collectian
practic�s f=om thosa deacribed in Section 6.1 of the Disciosure
Schedule, it heinq understood that not�aithstanding anythinq else
contained herein to the contrary, the Sellera and each Subsidiary
shall be able to enqage in tha billinq o= ca-llection practices
listed in Se�tion 6.1 of the Discl�sure Schedule;�"
s
� . (b) Section 6.1 of the Agreement shall be further
amend�d by addinq the follawinq new parag=aph at the end of such
Section:
"Natvithstandinq anything to the contrary contained in
. this Ag=eement, Sellers and the Subsidiaries sha11 be entitled ta
engage in marketinq activities in the ordinary caurse of business
consistent �ith past practices; provided, hovever, that, from and
after J1�ne 1, 1994, Sellers shall not otfer subscribers or
prospective subscribers arty quaranteed service rates for a
conti�uinq period of time other than (i) the "Cabla Valua
Packaqe" (which vould not, however, eutend any quaranteed rates
beyond December 31, 1994) ; and {ii} senior citizen and other
discounts offered by Sellers and the Subsidiaries in tAe ordinary
coursa of business cansistent With past practices; and provided
further th3t actions taken by Sellers or the Subsidiaries to
comply with the Cable Consumer Protectian Act of 1992 and any FCC
or state or local rules or raqulations promulgated thereunder ar
in connection thereWith (t�rhether promulqated prior to the date
Y�ereof or promulgatad hereafter) shall not ba construed to be the
offer o! guarantaed service =ates; although notwithstandinq the
foregoinq, Selleza shail not valuntarily offer any rate freezes
or guaranteed service rates that weuld extend for a period ef
more than one year."
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9. (a) Section 6.10 of the Agreement shail be
amended by deletinq the introductory clnuse therecf in its
entirety and substitutinq the fcllo�rinq in its place:
"6. 10 �artial Closincs. On the date of the Initial
Closirsg as provided in Secticn 3.1, it is underst�od and aqreed
• that, notwithstanding any other provision of this Agreement, if
appropriate, the Pollovinq shall apply:"
(b} Section 6.10 of ths Aqreement shall be
further a�nended by deleting the text of subgaraqrnph (d) in its
entirety, and substitutinq the follo�ir.q in its place:
" {d) At the Initial Closing, Buyer shall pay to
Sellers the entire Purchase Price pursuant to 5ection 2.Z of this
Aqreement."
t
(c} Section 6.10 of the Aqrsement shall be �
further amended by del�ting the text of subparagraph (e) ,
subparaqraph (f) , subgaraqraph (h) and subparag=aph (i) in their
entirety, and substituting tha words "[Intenticnally Omitted] " in
their place.
(d) Section 6.10 of the Aqreement shall be
further amended by deletinq the text of subparagraph (j) in its
entiraty, and substitutinq the following in its place:
" (j) For a period ot twelva (12) months after the
initial Closinq, Buyer and Sellers shall cooperate fully in
abtaininq any required consents which have not been obtained and
8uyer's aqreement and abliqations under Section 6. 6(b) , {c) and
(d} shall be fully app2icable in seeking �uch required consents
after such Znitial Clasing. After the Initial Closing, as
reqni�ed censents are received, Sellers shall give to Buyer
notice of a Subsequent Closinq �ith zespect to those Retained
Systems operated pursuant ta Franchises to which such required
consents relate, Which Subsequent Closinq shall be on a date
wf.thin ten (10) days aftar receipt of such notice from Sellers,
and the partiss hereto sball take all steps nacessary or
appzopriate on their respective parts to proceed to such
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Subsequent Closinq on the terms and conditions provided for
herein. At the end ot the twelve-month period after the Initial
closing, (i) Sell�rs shall tran�fer tc euyer, and Buyer sha21
accept from Sellers, any Retained Systems that were not
transferred to Buyer at or priar to such time; and (ii) Sellers
shall have no further liability �rith respect to the Retained
systems.��
(e} Section &.10 of the Aqreement shall be
tu�ther amended by deleting the text of subparaqraph (n) in its
entirety, and substitutinq the words "jlntantionally Omitted� '� in
its place.
10. (a) Not�rithstanding any provision aP the
� Agreement ta the contrary, if any franchisinq authorities for
System(s) �located in Minnesota exercise theirl=e6pective rights
of first refusal to purchase the appllcable System(s) , then such
System(s) and a12 assets related thereto shall not b� trans�'erred
to Buyer at the Closinq. Buyer shall neverthelesa be obligated
to cansuzamate the Purchase Agraement, but the Purchase Price
.payable pursuant to Section 2 .2 of tbe Agree�aent shall be reduced
by the amaunt paid by such franchisinq authority or authorities
� to Selless for such System(s) .
(b) In the event the Closinq occurs priar to the
expiration of the riqht of first =efusal for System(s} located in
Minnesota, Suyer shall deposit in escrow at the Closinq, on the
terms sat forth herein and to tha extent necessary such other
terms to be aqreed upan by Sellers and Buyer each acting
reasonably, the portion cf the Purchase Price represented by the
number at Total Basic Subscribers tfl the app3icable System(s� .
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In the event a Lranchisinq authority exercises such riqht of
t1z'st L^etusal, the particn of the escr.ovod funds reprasentinq the
applicabl� Sycto3a shall ba g�id to Duyer. In tlle c�vent a
franchisinq authority does net exarcise such right of tirst'
retusal, Chen the applicable System and all assets relat�d
the=eto shall bs transfcrr�d ta Buynr and the portivn or the
escroxed funds representing such Systen shal2 be paid to Selle=s.
11. 5ection 7_� of the AqreemQnt shall be amcnded by
changinq thQ raferance to tha number of Total Basic Sub�cribers
ae:ved by the 9yatems to 70,000 and deletinq the clause ", as
disclased ort the BasiC Subsczibers Certificatg,��.
1Z. Section 7.3 of tha ?,greemcat shall be amended by
deleting the .text of aubparaqragh � (b) and subparaqraph (e) in
their �ntlrety, and substitutinq the vords "[Intentiona2ly
Omittpd]n in•their plac�. Subparaqraph (f) of 3ection 7.3 shall
be aascnded by chanqinq the retarence to the numbe= Of Total Basic
Subscribers served by the Systems ta 70,Q8� and deletinq tha
clausa �, as disclased on tho Basia Subscribera Certificate,".
BuyBr hercby acknvvledgea and aqrees that (i) a11 Material .
Con�ents (as derined in Sectian 4.3) have been obtainod. by
5ellers and that all such l�tatarial Ccnseats are satisfactory in
fox�a and aubetaaae te Buyer nnd 8ellers have rult�llad all
obligationa of any nature with respect to Such Material Cansents;
(ii) the condition Drscaclent set rcrth in Section 7.3 (b} has been
satisfipd in full; and (iii) such aondition precedant aha21 no
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longcr bc a vondition precedent to Suyer's obliqation ta vlv�e
the transactians contemplated by this fuzChase Aqr�ement.
1:3. SQction 9.1 of tha I►qronmont Qhall ba amendad by
deleting subparaqraph (b} in its eatirety nnd aubstituting the
followinq in its placa:
"(b) by eithar party it the Initial Closirig hnrQundar
haa not taken place on or betore July 29, 1994;"
14. Exhibit J to the Aqreement shall be deleted in itQ
antiraty and the Words ^[Intoationally Omitted�" subatitutea in
its place.
15. Section 2.Z af the Disclosure Schedule shall ba
� deleted in its antirnty and Section 2.1 oP the Disclosurc
Schedule attached h�reto as Exhibit A shall be substituted in its
place.
16. Swctiori 6.1 a£ the Diaaloeure Schedule shall be
deleted in ita entirety and Section 6.1 of the Disclosuze
Schedule attacheQ hereto as Exhibit B shall be suhstitut�d in its
place.
i7. Buyer ncknovledqea and agrees with Sellers that
(i) to the best of Buyar's kno�rledge, as of the aate hereof,
Sellers ara in campliancs With all of their obliqations under the '�
Aqrca�nQnt; {iij to the bnst ot Huyer'a }cnowledge, as �f t.2ie date
hereot, Sellers are not in breach ar any of the reDresentations,
t�arranties, covenants or aqreetnents of Sellers set forth in tho
Aqraamont; and (iii) Buyer hereby irzevocably waives ahy claima
it may no�+ or hereafter have aqainst Sellers for any allegeC
' S�iT BY=DL4 � fi- 3-94 = S��1P� � DLa� �1� 9?3 �3fi9==13l30
- li -
breaches ot any representation, warz'anty, cavenant or aqreemant
o� Sellers ta �hich Buy�r haQ knovlsdge ba�ad on mattera relating
ta or aricing out of the period priar tu t,tie date hereot.
Without limitinq the qenara2lty of the fcreqoing, Buyer hnraby
Withdraws its lstters dated May 6, 1994, Kay 22, I994, May 23,
1994 and May 27, 1994 to 6ellers and acknowledqes and aqrees that
the �alleqations cont$ined therein or d br88Ch by Sellers of their
representations, varranties, covenants or aqrnnmante set forth in
the AqrnQmant ara no lonqer operativ� and that such allegations
do not constit•sta such a breacia by Sellera, and Suyer hereby
irrevocably vaives any clnim ot a breach by Sgll4rs of their
obligations baaQd on the mattars refesred to in such Ietter or a
failure o£ any condition precedent to 8uyer's obligations ta ba
tulYilled as a result ot such matters.
. 19. Buywr horaby acknos�lcdges and agrees that
notwithstandinq anythinq to the contrary contei2fed in the
Agreement, any matters reiatinq to er arisinq from, or any
actions taknn prior to the date hereo= or to be taken after the
date hereof by 9ellers ta co�ap3y vith or in an attempt to comply
withi {1� the Cable Consumgr Pretection and Competition Act of .
199Z, and any FCC or stata ar local rulea or regulatioria
promulg�ated therauz�der or in connectien t�arewith (vhether
promu].gated prior to the date Aez'eof or pramulqated hereafter) ;
or (ii) any investiqation, certification, praceeding, inquiry or
the Zika by or baforc the FCC, a.ny franchisinq authority, other
' SE�IT BY�DL� < fi- 3-9� � �:21P� : DLa� �1� 9?3 �369�=1�l30
. - ia -
court or qovernmental nuthority ar aqency or othpr persons or
entities arisinq from, relatinq to or .in connoction r.rith auch
laws, rulec or requZation� daacribed in Lti�s precedinq claus8,
includinq, vithout limitation, (l) any rate reductions, rQ£unda
• or the like (or. irtvestiqations, cnrtitications, proceedinqa or
inquiries relatinq� thereto} inatituted ar imposed by Sallers, the
FCC, any franchisinq authority, other qovernmental authority or
aqancy or other persons or entities or (2) changes to
proqrainminq, billinq or marketing practices instituteci or
implemented by Sellers (pzovided that Sellers snall nct, trithaut
the Consent of Buyer, �rhich consent ahall not;be unraasonably
�ithheld, voltuztarily aqtee to any rate freezas or quaranteed
rates (ekcludinq those permitted under tt�e last pataqrap�i of
Section 6.1, sub8aragraphs (i) and (ii) , vhich shall bs qoverncd �
by theair o�rn tarma} that wau2d cxtend for a period of more t11an
.
one year) , aha12 not {a) cause or constitute, directly cr
indizectly, a breach by Sell�rs aP any of thair repreEantations,
�rarrantiaa, covenants or ag=eeaents aet forth in tha Aq=eement
(and auch representations, warranties, c�verlants and aqreements
shall 2'lereby be deemed io ba �adified appropriatnly to retlevt
and permit the impact and �xiater�oc of such lavs, rules or
requlatioao and inwestiqations, certiLicaticns, proceeQingB,
inquiries or the like nrisinq tiierafrom, relatinq theretc or 3n
conriection trierewith and to penait ariy actions taken by Sellers
to comply with or atte�apt to comply t�rith such laws, rules or
S�tT BY�DLa : 6- 3-9� � 5�21P� : DLa� �i� 923 �369:�15�30
- 13 - .
requlations or such invAstigations, certifications, proceedings,
inquiries or the like) , (b) otherr�ise cause or constitute a
default or breach by Sellers under the Agreement, (c) result in
the failure of any condition precedent to Buyer's obliqations
under the Agreement to be satisfied (and 8uyer hereby irrevocably
waives any lailure ot a condition precedent to be satisfied as a
result of such matters or circumstances) , cr (d) otherWisa excuse
Buyer's pertarmance ot its abliqations under the Aqreement.
19. The equipment listed en Exhibit C hereto which is
not used in the operations of the Systems shall be treated Zor
all pu=poses of the Agreement as part or the �xcluded Assets.
20. It shall nct be necessary in any of the documehts,
certificates or aqreementa ta be delivared or entazed into at any
Clasinq pursuant to the Aqreement to make reference to thia
Amendmer►t, and any reference to the Agreement in any such
docum�nts, certifi�ates or aqreements shall be deemed to include
ret'er�nce to this Amendment. The Exhibits and Schedul8s to this
Amandment are an integral part of the Aqreement and this
Amendment and are inco=porated by reference in this Amendment and
� the Agreement.
21. Except as modified hereby, the provisions of the
Aqreement shall be unchanged and shall remain in full in full
force and effect.
22. This Amend�nent shall be qovarned by the laws of
the State ot Wisconsin (but not the laws pertaining ta choice of
• SENT BY�DLa : 6- 3-9� = 5=?2PM : DLa� 41� 923 �369:»lfi/30
� ld -
law} as to all matters, includinq but not limited to matters of
vnlidity, constructiont eftect, pertormance and remadiea.
23. ThiQ Amsndment msy be executed in une vr ma=8
counterpsrts, each ot xhich �hal2 be deemed an oriqinal, but all
oP which toqatner Shall constitute one and tha same instrumerit.
f
,
SE�('f BY�DL4 � 6- 3-94 � 5=22P� � DL�� �14 923 4369:�17/30
- I5 -
I� W2THE5S WR�pp, Sellers and BuyQr havt caused this
�e��t to be siqned by th�ir racpect:v� duly authorizad
partners or o�ficers aa ot Chs dste fitSt �bav� �itttrt.
STait CASLEVISTON GROfJr
8Y: Star �abisvision paztners�ei�,
G�nQzai Partau
ey: Stsr CaDlevicion, i�c, Genaral
� PartnBr
BY: �� D-�,s�e..�
otsa d G. Joa�s
Pr�sidsnt .
� STAR I�ID J1?S�,RZG LI1�iZ?ID P�R?!tL"RSIiZP
$Y: star Cablavision �roup, Genenl
� �at'tnar
� sr: Star Cablsvieion partnereRip,
� Gsns=a1 Partne,r
8Y= atat Cablavision, Ine. , G�=al
Partn�r
By: �
..
Dona . oMs
Fresident
S�'T BY=DLa � 6- 3-9� � �=22P� : DLa- �14 923 �369��18/30
- 16 •
1�RCQ3 C7�3LL PR�i� L.p,
�pt Mtl"aCs CibSs Caapariy, L.D, , C�sarat
Ptr'C=iar
DYi 1�Sasau� Cabl� �sop�rtisa, L.P. ,
Oin�rtl partass
syt xateas �sb�� pre��sti�a,
St�a. , a2 parttsar
ay�
. eus
t
_
. . `
. � � � � . . . .� .l � � ��,
/
/
SE�'T BY�DL.a : 6- 3-94 : 5�22PM : DL�� 414 923 �369:�24/30
,
section 2.2
Allocation of purchase Prica
Pursuant to section 2.2 ot
Purchase Agre�aaent
The purchase price shall. be allocatsd as follo�ts:
Assets $iss,9oa,oqo*
Noncompete Z Ogg
13�,000�OOOf
*Sub�ect to adjustments as provided in the Purcha'se Agreement
�
• SE�T BY�DLa � 6- 3-9� = 5�23PM : DLa� �1� 923 4369��?2/30
Saction 6.1
Buaines Pr,�ct ces
A. Billina a�d Co lection Pra�ti���.
seiler may engaqe in one or mora of thn billing
and colleotion pract3cea described on the attachments
to thi� Section 6.1 to tha Discic�ure Bchedule.
8. Was end Unaradg.
sel2ers have conduCted franchise renewal
neqotiations with the City ot West Bend. In
discusgions �ith the City, Snllers p=oposed upqradinq
the system to a minimum 50 Channel capAcity. SQllcrs
requQatod threc (3) years in xhich to cvmplete tha
upqrade. 5uch reneval nov haQ been affeeted. 9ellers
have agreed to upqrade t21e system to a minimum 55
channal capaaity by Auguat 31, i996. `� '
9ellers further propos8d an immediate upgradn oE
approximats3y 150 milea of cabls plant frvm 300 1+IIiz to
360 MHz tor tha purpose of adding sevan (7j channels.
� The cost to complete the chanrjel additians �as exp@cted
to bo approximataly $240,000.00. Such upqrnde was
Complet8d i1i Janual�j 1994.
SE\� BY�DLa : 6- 3-94 : 5�23P� : DL4� �14 923 4369��23/30
EXHIBIT C
544 D Di=t Loader 4�b4 Hours
960 Mustanq Loader �a/blade/forks
960 Mustanq Loader w/blade/bucket
Woods HD315
, :
SE'�."f BY=DL4 � 6- 3-9� � ��23P1� : DLr1� 414 923 �369��2�/30
June 1, 1994
VIA TELECOPY AND CERTIFIED
MAIL. RETVRN RECEIPT REQU�S'r'fin
Waller Capital Corpvration
30 Rockefeller Plaia.
Suite 4350
New York, New York 10012
Attention: Mr. Richard Patterson
Dear Mt. Patterson:
� Referenc� is made to that ce=tain Esoro� Aqreement
r3ated as af November 12, 1993, by and amonq Stat Cablevision
G=oup, Star Mid America Limited Partn�rship (collectively, ths
"Sellers") , Marcus Cabla Partners, L.P. ("Buyer") and Waller
Capital Corporation (the "Escroti Aqent"} . Capitalized terms used
herein and nat othervise defined shall have the meanings ascribad
to them in the Escrout Aqraement.
Buyer and Seliers have hereof ente=ed into Amer�dment
Nwaber Ona, dated as cf May 31, 1994 (the "Ame�ndment") , to that
cartain Purchase Aqreement, dated as oP November 1Z, 1993, by and
among Sellers and Buyer. Pursuant ta the Amendment, Buyer and
Sellers have aqreed that the Deposit, together vith a1.1 interest
and earnings thereon, shall Porthwith be delivezed to Star
Cablevision Group, as aqent for Sellers.
Accordinqly, pursuant to Section 2.1(c) vf the Escro�r :
Aqreament, Buyer and Sellers hereby jointly instruct you to
forward the Deposit and all interest and earnings theraon to Star
Cablevision Group, as agent fcr Sallers, by vire transfer as
fol2ows:
� Wire To: National Exchanqe 8ank of Fond du Lac
ABA/Routing #0�590076b
Further Credit To: American Bank of Fond du lac
Account #010006
For Final Credit To: Star Cablevision Group
� A Wisconsin Partnership
Accaunt #8621-5829
SE1+T BY=DL�1 : 6- 3-9� � 5=24PM � DL�- �1� 923 �3fi9��25/30
� wall4r Capital Corporation
Jurie 1, 195�
8aqe Z
Vsiy t=uly Yours,
S?�R C�lBI.EV28 ZOti..GROVP
Sys Btar Cablevi�S.on partnership�
6aru=al Partner
, ny: stsr Cablevisian, Zne. ,
Gsnara�, pzrtnar
. ,� r'"'�°r"''
Dy.
. Donsld G. Jones
Pz�sidant
SR7l'� l�t�D A�It�1 LS3�I2?ED
' � � pKtSbtHRSSZP
� Sy: Star Cabl�visfcn Group,
Gan4ral Part�e=
. �ys Star Cabls�visian Partressnip,
�anazal Partne=
Hy: 8tar Gblavisioa, Z�o. ,
Gsrt�ral paztner
Hy:
C��e��.�✓
Dortald a. Jones
Preaideat
SE�iT BY=DL� : 6- 3-9� � �=2�P� : DL�� 414 923 �369��26/30
wallar Ctpitsl Cot'po�atSon
J1�1ne l, 1994
paqt S
�Q! C�3Ls �711�s� L.p.
� �aa�ral blasta�s �. L.F.,
�; �a�al�aitriss�Zppistita, L.p. ,
sy: star+a�u� eabl• 3�rvp�s'tiss. Z�a.,
sY� '
� �
t
� oCs i�Et. Js�ttsy �. ��rse�ta �vi� aad �t�ti2�ad sail)
� c�risr.�,� 9. 11a�a�ss. IIa4• (via *.. �ad a�zti�i�d s�il�
�oe. Mir�s�1 �. xareaa� tvia talaaopY crttittsd a�il�
, . . , ,
i
,
�
. .
LAW OFFICES �
MOSS & BARNETT
� A PROFESSiONAL ASSOCIATION � � �
. Q�SOO NORWEST CENTER � . .
9O SOUTH SBVENTH STRSET
MINNEAPOLIS, MINNESOTA 55402-4129
BRIAN T.GROGAN TELEPHONE �612) 347-0300 T&LECOPISR (612) 339-6686
(612� 347-0340
REC.EIVED
June 10. 1994
'.lUN 15 1994
CiTlf 4F K��cMOl�o��"
VIA TELEFAX 423-5203
Mr. xon Wasmund
Interim City Administrator
City of Rosemount, City Hall
2895 145th Street West
P.O. Bos 510
Rosemount, Minnesota 55068-0510
Re: Transfer Transaction Between _ Star Cablevision and Marcus Cable
Partners, L.P.
Dear Ron:
On May 31, 1994 Btar Cablevision Group, Star Mid America Limited
Partnership and Marcus Cable Partners, L.P. entered into an Amendment to the
original Purchase Agreement of November 12, 1993. The Amendment reduces the
overall purchase price and estends the proposed closing date of the
transaction. Your City was informed of this Amendment by Mr. Gary Nadolsky,
Star's Manager of Administrative Services, by letter dated June 6, 1994.
Within Mr. Nadolsky's June 6, 1994 letter, a draft Resolution was
enclosed for your City's consideration. Because the amendment results in a
material modification of the original Purchase Aqreement, ratification of your
City's prior approval of the proposed transaction is required. I have
reviewed the draft Resolution prepared by Mr. Nadolsky and have discussed the
Resolution with Star's leqal counsel, Ms. Jane Bremer, of Larkin, Hoffman,
Daly & Lindgren.
Pursuant to my review and subsequent discussions with Star
representatives, T have enclosed herewith a slightly revised Resolution for
your consideration and City Council actioa. In particular, I have changed the
orderinq clauses to clarify the Franchisee's ability to subsequently transfer
control of the franchise to an affiliated company.
MOSS & BARNETT
� A PROFESSIONAL ASSOCIATION . �
xon Wasmund
Paqe 2
June 10, 1994
After you have had an opportunity to review the enclosed xesolution
Please do not hesitate to contact me. Otherwise, I do not believe the
Amendment to the Purchase Agreement presents aay issues which should alter the
City's prior approval of the transaction. I base this statement on the fact
that the overall purchase price was reduced by approgimately 89+ which means
the debt �hich Marcus Cable Partners, L.P. will derive from the transaction
will be accordingly reduced. This ultimately should have a positive impact on
the system and the subscribers which it serves. I therefore recommend
adoption of the enclosed Resolution by the City of Rosemount, Minnesota.
Once aqain, should you have any questions please feel free to contact
me. In addition, should you feel it necessary for me to personaliy attend a
City Couacil meeting to advise the City regarding this matter please do not
hesitate to contact me to discuss this further.
Very truly yours,
MOSS & BARNETT
A Professional Association
„���/ '
Brian T. Grogan
BTG/slo
Enclosure
155ZBTG
cc: Jane Bremer, Esq. (via fag)
Mr. Gary Nadolsky (via fas)
�
�
_ CITY OF ROSEMOUNT
DAKOTA COUNTY, MINNESOTA
RESOLUTION 1994 - 76
A RESOLUTION RATIFYING PRIOR APPROVAL OF A SALE OF ASSETS,
THE TRANSFER OF THE CABLE TELEVISION FRANCNISE AND THE
QSSIGNMENT OF THE ASSETS AND THE FRANCHISE AS COLLATERAL
WHEREAS, the cable television franchise in the City of Rosemount, Minnesota ("Franchise")
is currently owned and operated by Star Metro Cable Inc. (the "Franchisee"); and
WHfREAS, Franchisee is a wholly-owned subsidiary of Star Mid America IV, Inc. which in
turn is wholly owned by Star Mid America Limited Partnership ("SMALP"); and
WHEREAS, SMALP entered inta a Purchase Agreement dated November 12, �993 (the
"Purchase Agreement") between SMALP and Marcus Cable Partners, L.P. ("Marcus">; and
WHEREAS, the City of Rosemount, Minnesota ("City") recei�red and previously approved a '
request from the Franchisee for approval to assign and/or transfer the Franchise pursuant to
Resolution No. 1994-27; and
WHEREAS, SMALP and Marcus have entered into Amendment Agreement Number One to
the Purchase Agreement, dated May 31, 1994, and have requested the City to ratify its prior
consent to the transaction contemplated by the Purchase Agreement, as now amended.
NOW THEREFORE BE IT RESOLVED, that the sale, transfer and assignment of the rights,
responsibilities and benefits of the Franchise from the Franchisee to Marcus previously
approved by the City pursuant to Resalution No. 1994-27 is hereby ratified, permitted and
approved; and
BE IT FURTHER RESOLVED,that the City hereby waives any right of first`refusat which it
may have pursuant to the Franchise, State or Federai law, to purchase the Franchise or the
cable television system serving the City, but only as such right of first refusal applies to the
request for approval of the transfer of control of Franchisee now before the Gity; and
BE IT FURTHER RESOLVED,that the terms and conditions of Resolution No. 1994-27 rerr�ain'
in full force and effect; and
BE IT FURTHER RESOLVED, that the consent to transfer herein provided shall be effective '
upon and only effective concurrent with the closing of the transactions described in the
Purchase Agreement, as amended, and Marcus shall notify the City promptly upon the
elosing of such transactions; and
..A � � . . � . � . � . .
. . ♦ . . � . . � . .
,- , . . . . . . . .
— Resolution 1994 - 76
BE 1T FURTHER RESOLVED, City's adoption of this Resolution is subject to Franchisee
reimbursing the City for all reasonable costs, expenses and professional fees incurred as a
result of the approval of the transfer of control of the Franchisee.
ADOPTED this 21 st day of June, 1994.
�
E. B. McMenomy, ayor
ATTEST:
�
Su n M. W sh, City Clerk
Motion by: Wippermann Seconded by: Staats
Voted in favor: Staats, Busho, Wippermann, McMenomy
Voted against: None.
� 2
. � � . . � � . � LAW OFFICES . . . � . . � . .
MOSS & BARNETT
� . � � . . � � . A PROFESSIONAL ASSOCIATION. � � . .� . � � �
4$OOI NORWSST G&NT&R
9O SOUTH SSVBNTH STR&ET
MINNEAPOLIS, MINNESOTA 55402-4129
BRIAN T.GROGAN ` TscHrxoxs �612) 342-0300 Tst.scoPtsx (612) 339-6656
(612� 347-0340
June 20. 1994
VIA TSLEFAX 423-5203
�4=. �;� �rtws:::�3
Interim City` Administrator
City of xo�emount, Gity Hall
2875 145th Street West
P.O. Bos 510
xosemount, Minn�sota 5506$-0510
Re: Transfer Transaction Between Star Cablevision and Marcus Cable
Partners. L.P.
Dear Ron:
On June 10, 1994 I sent to your att�ntion a letter recoymnending approval
of a Resalution which ratifies your prior approval of the propo�e8 `traasaction
between Star Cablevision and Marcus Cable Partners, L.P. Within that
Resolution I inadvertently misidentified the current Franchisee of your
franchise. I have made the necessary corrections to the xesolution and have
attached a copy for your review and action. The chanqes I have made do not in
any way effect the substantive provisions of the Resolution but simply
correctly identify the Franchi�ee.
Should you have any questions regarding this matter please do not
hesitate to contact me. Please discard the xesolution I forwarded to your
attention on June 10, 1994 so that no misunderstandings arise.
Very truly yours,
MOSS & BARNETT
A Professional Association
�l '
!
Brian T. Grogan
BTG/slo
Enclosure
155ZBTG
cc: Jane Bremer, Esq. (via U.S. Mail)
Mr. Gary Nadolsky (via U.S. Mail)
_ -
CITY OF ROSEMOUNT
DAKOTA COUNTY, MINNESOTA
RESOWTION 1994 - 76
A RESOLUTION RATIFYING PRIOR APPROVAL OF A SALE OF ASSETS,
THE TRANSFER OF THE CABLE TELEVISION FRANCHISE AND THE
ASSIGNMENT OF THE ASSETS AND THE FRANCHISE AS COLLATERAL
WHEREAS, the cable television franchise in the City of Rosemount, Minnesota ("Franchise")
is currently owned and operated by Star Metro Cable Inc. (the "Franchisee"); and
WHEREAS, Franchisee is a wholly-owned subsidiary of Star Mid America IV, Inc. which in
turn is wholly owned by Star Mid America Limited Partnership ("SIuIALP"); and
�WHEREAS, SMALP entered into a Purchase Agreement dated November 12, 1993 (the
Purchase Agreement ) between SMALP and Marcus Cable Partners, L.P. ("Marcus"); and '
WHEREAS, the City of Rosemount, Minnesota ("City") received and previously approved a
request from the Franchisee for approval to assign and/or transfer the Franchise pursuant to
Resolution No. 1994-27; and
WHEREAS, SMALP and Marcus have entered into Amendment Agreement Number One to
the Purchase Agreement, dated May 31, 1994, and have requested the City to ratify its prior
consent to the transaction contemplated by the Purchase Agreement, as now amended.
NOW THEREFORE BE IT RESOLVED, that the sale, transfer and assignment of the rights,
responsibilities and benefits of the Franchise from the Franchisee to Marcus previously
approved by the City pursuant to Resolution No. 1994-27 is hereby ratified, permitted and
approved; and
BE IT FURTHER RESOLVED, that the City hereby waives any right of first refusal which it
may have pursuant to the Franchise, State or Federal law, to purchase the Franchise or the
cable television system serving the City, but only as such right of first refusal applies to the
request for approval of the transfer of control of Franchisee now before the City; and
BE IT FURTHER RESOLVED,that the terms and conditions of Resolution No. 1994-27 remain
in full force and effect; and
BE IT FURTHER RESOLVED, that the consent to transfer herein provided shall be effective
upon and only effective concurrent with the elosing of the transactions described in the
Purchase Agreement, as amended, and Marcus shall notify the City promptly upon the
closing of such transactions; and
a__----
, �
RESOLUTION NO.
CITY 4F ROSEMOUNT, MINNESOTA
RESOLUTION RATIFYING PRIOR APPROVAL OF THE
TRANSFER OF THE CABLE TELEVISION FRANCHISE
WHEREAS, the cable television franchise in the City of
Rosemount, Minnesota ("Franchise") is currently owned and
operated by Star Metro Cable Inc. (the "Franchisee") ; and
WHEREAS, Franehisee is a wholly-owned subsidiary of Star
�ti� Mid America IV, Inc. which in turn is wholly owned by Star Mid
America Limited Partnership ("SMALP"} ; and
WHEREAS, SMALP entered into a Purchase Agreement dated
November 12, 1993 {the "Purchase Aqreement") between S�� and
Marcus Cable Partners, L.P. ("Maxcus") ; and
WHEREAS, the City of Rosemount, Minnesota ("City")
received and previously approved a request from the Franchisee
for approval to assign and/or transfer the Franchise pursuant
to Resolution No. ; and
WHEREAS, SMALP and Marcus have entered into Amendment
Agreement Number One to the Purchase Agreement, dated May 31,
1994, and have requested the City to ratify its prior consent
to the transaction contemplated by the Purchase Agreement, as
now amended.
NOW THEREFORE, BE IT RESOLVED, that the sale, transfer and
assignment of the rights, responsibilities and benefits of the
Franchise from the Franchisee to Marcus previously approved by
the City pursuant to Resolution No. is hereby ratified,
permitted and approved; and
BE IT FURTHER RESOLVED, that the City hereby waives any
right of first refusal which it may have pursuant to the
Franchise, state or federal law, to purchase the Franchise or
}::Q c�ble televisior. �ystem servina the City, but only as such
right of ��fist refusal applies to the request for agproval of
the transfer of control of Franchisee now before the City; and
BE IT FURTHER RESOLVED, that the terms and conditions of
Resolution No. remain in full force and effect; and
BE IT FURTHER RESOLVED, that the consent to transfer
herein provided shall be effective upon and only effective
concurrent with the closing of the transactions described in
the Purchase Agreement, as amended, and Marcus shall notify the
City promptly upon the closing of such transactions; and