1986-13 RESOLUTION NO. 86- 13
RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF GRAND TERRACE, SAN BERNARDINO, CALIFORNIA,
CONSENTING TO THE SALE AND TRANSFER OF CONTROL OF
GROUP W CABLE AND TO THE TRANSFER AND ASSIGNMENT
OF ITS CABLE TELEVISION SYSTEM AND .FRANCHISE.
WHEREAS, Group W Cable, Inc . , a New York corporation
( "Group W Cable" ) , through its wholly-owned subsidiary GWC 78,
Inc. , a wholly-owned subsidiary ( "GWC Subsidiary) , operates and
maintains a cable television system within the City of Grand
Terrace pursuant to that certain franchise (as amended to the
date hereof, the "Franchise" ) granted by the City of Grand
Terrace and evidenced by the document( s) listed on Exhibit "A"
hereto (such cable television system and the Franchise being
hereinafter collectively referred to as the "System" ) ; and
WHEREAS, Group W Cable' s parent corporation, Westinghouse
Broadcasting and Cable, Inc . , an Indiana corporation
( "Westinghouse" ) , desires to sell and otherwise transfer all of
the issued and outstanding shares of capital stock of Group W
Cable to Century Southwest Cable Television, Inc . , a Delaware
corporation; TCI Holdings, Inc . , a Colorado corporation;
American Television and Communications Corporation ( "ATC" ) , a
Delaware corporation; and affiliates of, or subsidiaries or
partnerships owned or controlled by, Houston Industries
Incorporated, a Texas corporation, Comcast Corporation, a
Pennsylvania corporation, Daniels & Associates, `Inc. , - a
Delaware corporation, and ATC, as are specifically identifi-ed-. -. .= _
in Exhibit "B" hereto (the foregoing entities being-.herd-in.-
referred to individually as a "Buyer" and collectively , as the
"Buyers" ) , and thereby transfer control of Group W Cable to the
Buyers; and
WHEREAS, Buyers presently intend to cause Group W Cable to
transfer control of GWC Subsidiary and/or transfer and assign
the System to Comcast Cablevision of California, a partnership
between Comcast Cablevision of California, Inc . and Comcast
Management Corporation of California (the Transferee" ) , as soon
as practicable after the date of the closing of the foregoing
stock sale (the "Closing Date" ) ; and
WHEREAS, the City of Grand Terrace is willing to consent to
(1 ) the foregoing transfer of control of Group W cable to the
Buyers on the Closing Date and (2 ) the transfer of control of
GWC Subsidiary and/or the transfer of assignment of the System
to Transferee after the Closing Date;
NOW, THEREFORE, in consideration of the promises, the City
of Grand Terrace hereby consents to (1 ) the sale by
Westinghouse of all of the issued and outstanding shares of the
_1_
capital stock of Group W Cable'- -.(and the transfer of control of
Group W Cable) to the Buyers on the Closing Date and (2 ) the
transfer of control of GWC Subsidiary and/or the transfer and
assignment of the System to the Transferee after the Closing
Date, provided that the consent in this clause (2 ) shall be
subject to,. the condition that the holder of the Franchise shall
(promptly) ' after the date ' of such transfer and/or assignment)
execute and deliver to' the 'City of Grand' Terrace Its.; acceptance
of, and its agreement and undertaking to perform all of the
duties and obligations under, such Franchise; the City of Grand
Terrace hereby confirms that GWC Subsidiary 'is the current
holder of the Franchise; and the City of Grand Terrace hereby
authorizes the Mayor of the City of Grand Terrace to execute
and deliver to Group W Cable a consent in substantially the
form of that consent (entitled "Consent To Transfer of
Control" ) heretofore submitted to the City of Grand Terrace by
Group W Cable.
ADOPTED this 13th day of March 1986.
Mayor o1. t Ci£y"of Gland
Terrace &nd f the City
Council thereof.
ATTEST:
Ci y ' Cl'erk_` ofY'hereof.
ity of
' �xand Terracef tYie-
--City -,Council
Approved as to -form:
1
y
-City Attorney (/
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STATE OF CALIFORNIA )
ss.
COUNTY OF SAN BERNARDINO )
I, ILENE DUGHMAN, City Clerk of the City of Grand Terrace,
DO HEREBY CERTIFY that the foregoing resolution, being Resolution'
No. 86- 13 , was duly adopted by the City Council of said City at
a duly called and conducted meeting of said City held on ,the 13th
day of March, 1986, and that it was so adopted by the following
vote:
AYES: Councilmembers Matteson , Petta , Pfennighausen , Evans ;
Mayor Grant
NOES: None .
ABSENT: None
City C/ rk
(,SEAL)
CONSENT TO TRANSFER OF CONTROL
THIS CONSENT of the City of Grand Terrace, California
( 'Grantor' ) , granted the date set forth under the signature line
below,
WITNESSETH:
WHEREAS, Group W Cable, Inc. , a New York corporation
( 'Group W Cable' ) , through GWC 78, Inc. , a wholly-owned
subsidiary ('Subsidiary' ) , operates and maintains a cable
television system in Grantor' s community pursuant to that certain
franchise, license, permit or other authorization (as amended to
the date hereof, the 'Franchise') granted by Grantor and
evidenced by the -document(s) listed on Exhibit A hereto (such
cable television system and the Franchise being hereinafter
individually and collectively sometimes referred to as the
'System' ) ; and
WHEREAS, Group W Cable' s parent corporation, Westinghouse
_ Broadcasting and Cable, Inc. , an Indiana corporation
( "Westinghouse" ) , - desires to sell and otherwise transfer all of
the issued-an-4-:outstanding shares of the capital stock of
Group W Cable to Century Southwest Cable Television, Inc. , a
Delaware corporation7� .TCI .Holdings, Inc. , a Colorado corporation ;
American Television and Communications Corporation ( 'ATC" ) , a
Delaware corporation ; and affiliates of, or subsidiaries or
partnerships owned or controlled by, Houston Industries
Incorporated, a Texas corporation, Comcast Corporation, a
Pennsylvania corporation, Daniels & Associates, Inc. , a Delaware
corporation, and..-ATC, as are specifically identified in Exhibit B
A
hereto ( the foregoing entities being herein referred to
individually as a "Buyer" and collectively as the "Buyers" ) , and
thereby transfer control of Group W Cable to the Buyers; and
WHEREAS, Buyers presently intend to cause Group W Cable to
transfer control of Subsidiary and/or assign the System to
Comcast Cablevision of Southern California, a partnership between
Comcast Cablevision of Southern California, Inc. and Comcast
Management Corporation of Southern California, Inc. (the
"Transferee" ) as soon as practicable after the- closing of the
foregoing stock sale (the "Closing Date" ) ; and
WHEREAS,,- Grantor is willing to consent to ( i) the foregoing
transfer of control of Group- W Cable to the Buyers on the Closing
Date and ( ii) the transfer of control of Subsidiary and/or
assignment of the System to Transferee after the Closing Date;
NOW, THEREFORE, in consideration of the premises, Grantor
hereby consents to ( i) the sale by Westinghouse of all of the
issued and outstanding shares of the capital stock of Group W
Cable, Inc. (and the transfer of control of Group W Cable) to the
Buyers on the Closing Date and ( ii) the transfer of control of
Subsidiary and/or assignment of the System to the Transferee
after the Closing Date, provided that the consent in this clause
(ii) shall .be -subject to the condition that the holder of the
.Franchise shall (promptly after the date of such transfer and/or
assignment) execute and deliver to Grantor its acceptance of, and
its agreement and undertaking to perform all of the duties and
obligations under, such Franchise; and Grantor confirms that
Subsidiary is the current holder of the Franchise.
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IN WITNESS WHEREOF. Grantor has executed this consent,
effective the Closing Date referenced above.
CITY OF GRAND TERRACE
( GRANTOR)
By:
ATTEST: Title
Date: ��/ 1986
r City C.1 e r k
Approved as to form:
. City Attorney r
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EXIHIBIT A
LIST OF FRANCHISE DOCUMENTS
N.4.i. ;,: FRANCHISE FRANCHISE . GRANTED GRANTED DATE EXPIRATION
+ ;'• ; AUTHORITY DOCUMENT(S) BY TO DATE
City of Grand Terrace Ordinance No. 59 City of Grand Terrace Group W Cable 06/13/82 06/12/97
Bernardino
t ..
r .
1.
I
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Exhibit B
Future Affiliate. - Subsidiary and Partnership Stockholders.
1. ATC Holdings, Inc. , a Delaware corporation, a wholly-owned
subsidiary of ATC.
2. KBLCOM Incorporated, a Texas corporation, a wholly-owned
subsidiary of Houston Industries Incorporated.
3. Comcast Cablevision of Connecticut,
Comcast Cablevision of Northern Alabama,
Comcast Cablevision of Northern Florida,
Comcast Cablevision of Palm Beach County,
Comcast Cablevision of Southern California,
all partnerships of two wholly-owned Comcast Corporation
subsidiaries.
4. Daniels-Hauser Holdings, a partnership and affiliate of
Daniels 6 Associates, Inc.
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