Ordinance No. 4,39060227 -2
ORDINANCE NO. 4390
AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO
EXECUTE A CONSENT TO TRANSFER OF FRANCHISE FOR THE
CABLE TELEVISION SYSTEM OPERATING IN BAYTOWN; AND
PROVIDING FOR THE EFFECTIVE DATE HEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby
authorizes and directs the Mayor of the City of Baytown to execute a Consent to
Transfer of Franchise which would approve the transfer of the cable television
system in Baytown from Southwest Video, a subsidiary of Group W Cable, to the new
owners named in the consent agreement. A copy of said agreement is attached
hereto, marked Exhibit "A," and made a part hereof for all intents and purposes.
Section 2: This ordinance shall take effect immediately from and after its
passage by the City Council of the City of Baytown.
INTRODUCED, READ, and PASSED by the affirmative vote of the City
Council of the City of Baytown, this the 27th day of February, 1986.
WY; - • LTT
ATTEST:
EILEEN P. ALL, City Clerk
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City
60227 -1a
CONSENT TO TRANSFER OF FRANCHISE
THIS CONSENT of the City of Baytown, Texas
("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 Southwest Video Corporation. a
wholly -owned subsidiary ( "GWC 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 collectively referred to as the "System"); and
WHEREAS, Group W Cable's parent corporation. Westinghouse
Broadcasting and Cable, Inc., an Indiana corporation
( "Westinghouse "), is selling and otherwise transferring all of
the issued and outstanding shares of the capital stock of
Group W Cable to American Television and Communications
Corporation, a Delaware corporation ("ATC"); Century Southwest
Cable Television, Inc., a Delaware corporation; TCI Holdings,
Inc., a Colorado corporation; and affiliates of, or subsidiaries
or partnerships owned or controlled by, Comcast Corporation. a
Pennsylvania corporation, Daniels b Associates, Inc., a Delaware
corporation, Houston Industries Incorporated, a Texas corporation
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60227 -1b
and ATC (the foregoing entities being hereinafter collectively
referred to as the "New Owners "), and thereby transfer control of
Group W Cable to the New Owners; and
WHEREAS, the New owners presently intend to cause Group W
Cable to transfer control of GWC Subsidiary and /or transfer and
assign the System to TCI Cablevision of Texas. Inc. (the
"Transferee "). a Texas corporation which is an indirect
subsidiary of TCI Holdings, Inc.. as soon as practicable after
the closing date of the foregoing stock sale (the "Closing
Date"); and
WHEREAS, Grantor is willing to consent to the transfer of
control of GWC Subsidiary and /or the transfer and assignment of
the System to Transferee after the Closing Date;
NOW, THEREFORE. in consideration of the premises. Grantor
hereby consents to 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 this consent
shall be subject to the condition that the Transferee 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, the Franchise.
,IN WITNESS WHEREOF, Grantor has executed this consent.
_ effective the Closing Date referenced above.
GRANTOR
By:
Title:
Date: , 1986
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