HomeMy WebLinkAboutR-82-1174the City of Miami granted a non-exclusive license to Miami
Tele•-Communications, Inc. ("TCI") and Americable of Greater
Miami, Ltd. ("Americable") for the construction, operation
and maintenance of a Cable Television System within the City
of Miami; and
WHEREAS, Section 204(d) of the Ordinance provides
that a mortgaae, pledge or other encumbrance of the System's
equipment, license or revenues, or any part thereof, for
financing purposes, shall be made only with the prior
approval of the City Commission; and
WHEREAS, Americable and TCI, doing business as
Miami Cablevision, a joint venture ("Miami Cablevision") has
made financing arrangements for the borrowing of up to
$31,600,000 in revolving and term credit advances, for the
purpose of constructing the Cable Television System in the
City of Miami, under and pursuant to the terms of a certain
loan agreement to be executed by Miami Cablevision, Americable
and TCI, as Borrowers, and Bank of Montreal, New York Branch,
as Agent, and certain other participating banks, as Lender,
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a draft of which Loan Agreement and attached exhibits has
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been delivered to the City Manager (the "Loan Agreement");
and
WHEREAS, the Loan Agreement requires, as security
for the loan and advances from Lender, that Miami Cablevision,
.:► i r COMMISSION
MEETING OF
! D E C
11ESOLUTIOh fib ... .:::.K
Charles C. Hermanowski, TC1, and Americable execute and
deliver certain security agreements and assignments, granting
to Lender a security interest in certain property, contract
rights, equipment, and other collateral, all as described
under Exhibits D, E, L and M of the Loan Agreement; and
WHEREAS, the Lender additionally may require the
execution and delivery of a first, second or third mortgage
interest in the land and building used by Miami Cablevision
in the operation of the Miami System; and
WHEREAS, the City Commission has determined that
its approval is necessary and desirable for Miami Cablevision
to complete its financing arrangements, close the loan, and
obtain. -the necessary proceeds for construction of the Cable
Television System in the City;
NO11, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF
THE CITY OF MIA�II, FLORIDA:
Section 1. Americable of Greater Miami, Ltd.
("Americable") and Miami Tele-Communications, Inc. ("TCI"),
doing business as Miami Cablevision, a joint venture, are
hereby authorized to grant the security interests, encumbrances,
and pledges of collateral described in and contemplated under
the proposed Loan Agreement between Miami Cablevision,
Americable and TCI, as Borrowers, and Bank of Montreal, New
York Branch, as Agent, and certain other banks, as Lender, a
copy of which proposed Loan Agreement has been heretofore
delivered to the City Manager, and which security interests,
agreements and pledges will be substantially in the forms
described in Exhibits D, L and M attached to the Loan Agreement,
and which will grant, assign and pledge to Lender a security
interest in all of the Borrower's right, title and interest
in and to the following (the "Collateral"):
(a)
All equipment
in all of its forms
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wherever
located, now or
hereafter existing Un-
eluding,
but not limited
to, all earth stations, con
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w3! 82-1174
head end and e6%P6h6hts, Cable plant # wiring,
fthhections, computets, displays, test equipment and
program equipment), and all parts thereof and all
accessions thereto(any and all such equipment, parts
and accessions being the "Equipment");
(b) All inventory in all of its forms, wherever
located, now or hereafter existing or acquired
(including, but not limited to (i) all wiring, con-
nections, displays, components and converters and all
parts thereof, (ii) goods in which the Borrowers have
an interest in mass or a joint or other interest or
right of any kind, and (iii) goods which are returned
thereto and products therof and documents therefor
(any and all such inventory, accessions, products and
documents being the "Inventory"));
(c) All accounts, contract rights, chattel
paper, instruments, general intangibles and other
obligations of any kind now or hereafter existing
arising out of or in connection with the sale, lease or
rental of goods, the rendering of services or relating
to the CATV System or otherwise (including, without
limitation (i) the Construction Contracts, (ii) the
license, (iii) an undivided interest in all easements
(if any) and all licenses and agreements to use
easements and all other rights relating to the CATV System,
(iv) all contracts relating to the CATV System, (v)
receivables from Limited Partners as capital
contributions or otherwise and (vi) all rights now or
hereafter existing in and to all security agreements,
leases, and other contracts securing or otherwise
relating to any such accounts, contract rights, chattel
paper, instruments, general intangibles or obligations
(any and all such accounts, contract rights, chattel
paper, instruments, general intangibles and obligations
beina the "Receivables:, and any and all such leases,
security agreements and other contracts being the
"Related Contracts");
(d) All goods, including Equipment, and
things, whether now owned or hereafter existing or
acquired, which are now or hereafter affixed to or are
situated on the property described in Schedule 1 to
Exhibit D of the Loan Agreement; and
(e) All proceeds of any and all of the fore-
going Collateral and, to the extent not otherwise
included, all payments under insurance (whether or not
the Agent is the loss payee thereof), or any indemnity,
warranty or guaranty, chose in action or judgment
payable by reason of loss or damage to or otherwise
with respect to any of the foregoing Collateral.
(f) All rights, privileges and interests of
Americable presently existing or hereafter arising in
Miami Cablevision and in the Joint Venture Agreement,
dated as of October 6, 1981, as amended, or as it may
be amended or otherwise modified from time to time (the
",joint Venture Agreement"), including but not limited
to all of the rights of Americable described in Exhibit
L of the Loan Agreement.
,►82-1174
(g) All rights, privileges and interests of
irfit�► presently existing or hereafter arising in Miami
Cablevision and in the Joint Venture Agreement dated as
of October 6, 1981, as amended, and as it may be amended
of otherwise modified from time to time (the "Joint
Venture Agreement"), including but not limited to all
rights of TCI described in Exhibit 11 of said Loan Agreement,
all as defined in the Loan Agreement.
Section 2. (A) The Licensee shall notify the City
21 days in advance of any proposed amendment, modification,
or extension of the Loan Agreement and shall at the time of
notification provide the City with a copy of the proposed
amendment, modification or extension. To the extent that any
amendment, modification, or extension substantially affects any
mortgage, pledge, or other encumbrance of the System's equipment,
license, or revenues, or any part thereof, as approved herein,
it shall be made only with the prior approval of the City Attorney
and the City Manager and shall be subject and subordinate to the
rights of the City under Ordinance 9332 or applicable law.
Section 2. () The Licensee shall give notice to the
City of any declaration or occurrence of an Event of Default under
the Loan Agreement, and as to Events of Default described in
Section 6. 01(a) , (c) , (d) , (e) , (f) ,(g),Q.) (k) of the Loan Agree-
ment. After the declaration of an Event of Default described in
§601. (a) , (c) , (d) , (e) , (f)(g) (h), or (k) , the Agent for Lenders
shall give the City, by prior written notice, a period of 21 days
in which the City may cure any such Event of Default.
Section 3. That the Assignment and Security Agreement
to be made by Charles C. 1lermanowski, in substantially the
form described in Exhibit E attached of said Loan Agreement,
the above -described security interests, is hereby approved.
Section 5. That if and when requested by the Lender,
the granting of a first, second or third mortgage interest in
the land and improvements owned by Charles C. liermanowski, Trustee,
including a collateral pledge of stock of any corporate successor
in interest, which land and improvements are located at 1306 14,4!.
7th Avenue, Miami, Florida, used by Miami Cablevision in the
operation of the System, is hereby approved as part of the collateral
security for said proposed loan.
Section 6. The mortgage, security agreement, pledge
or other encumbrance of the System's equipment, license or
revenues, or any part thereof, as approved hereafter are and shall
be subject and subordinate to all of the provisions of Ordinance
No. 933-0 or applicable law, particularly but not limited to
Section 204(d) of said Ordinance No. 9332; provided however, that
nothing herein shall give the City the authority to impair the
security interests in the Collateral, but provided further that
the existence of such security interests will not affect the
City's authority to enforce, transfer or terminate the license,
or to grant approval or withhold approval to any person to operate
the system. Lender shall provide to the City quarterly schedules
of fundings to the Borrower under the Loan Agreement, and Borrower
shall certify quarterly to the City under oath executed by licensee's
chief executive officer the manner in which such fundings have
been applied or committed to be applied to the System. Such certificate
shall have attached to it a certificate executed by a licensed
professional engineering contractor licensed in the State of
Florida and acceptable to the City Manager that the fundings have
been so applied. The City shall receive copies of all reports
5 R 82-1174
and certified to by a ceftif ed public accountafkt, as to the
fundngs received by the licensee and the application of such
fundings to the System.
Section 7. In the event of the commencement of any
procedures for termination of the License, pursuant to Section
1202 of Ordinance No. 9332, the City Manager shall give written
courtesy notice to the Lenders of the commencement of such
termination procedures by mailing to Lenders a copy of the
notice of alleged violation(s) given to Licensee pursuant to
Section 1202(1) of the Ordinance.
Section S. The herein approval is subject to the
final review and approval by the City Attorney and City Manager
of the final draft of the Loan Agreement to be executed at the
time of closing of the loan, which notice of approval or dis-
approval shall be delivered by telegram, telex, telecopy, or
other written communication.
PASSED AND ADOPTED this 16th day of,:: tuber, 1932.
Maurice A. Ferre
/HAURICE A. FERRE, MAYOR
PREPARED AND APPROVED BY:
82-1 174
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LAW OFFICES
MYERS, KENIN, LEVINSON, RUFFNER, FRANK & RICHARDS
A PARTNERSHIP INCLUDING PROFESSIONAL ASSOCIATIONS
5TANLEY C. MYERS
BRICKELL EXECUTIVE TOWER
IRVING MARK WOLtt, P.A.
KENNETH ►4.MYERS. P A.
OF COUNSEL
COWARD C. LEVINSON
1428 BRICKELL AVENUE
DAVID S. KCNIN, P A
LOON KAPLAN
COWIN M. GINSBURG
MIAMI, FLORIDA 33131
II008-I0741
GEORGE P. RICHARDS, P.A.
B AR RT FRANK, P.A.
T[LEPMONE 13 C151-1?i-QDAI
CHARLES L. RUFFNER, ESO., PA,
R. M. C. ROSE •
M.
IN C. WEINSTEIN, IA.
ROBERT E. HOWARD
OEBRA E. COHEN
WILLIAM C. SUNOSTROM•
BRUCE J. BERMAN
DALE S. RECINCLLA, P.A.
JEFFREV WEITMORN
RICHARD A. FREEMAN
MARTIN S. FRIEOMAN•
RATHLC EN MARKCY
BRUCE M. BOUNDS
JOHN P. MORAN
JOHN H. GENOVESE
ESTELLE C. PATSAVOS
WILLIAM M. GPODNICK
DONNA LITMAN SEIDEN
• PAUL M. MARMISM
14•
•TALLAHASSEE OFFICE
Attention: Mr. Jack Eads
Application for Approval of
Grant of Security Interests
in certain equipment, contract
rights, and other property of
Miami Cablevision, Hermanowski,
Americable and TCI, pursuant to
Section 204(d) of Ordinance
No. 9332
Re:
Dear Sir:
As counsel for Miami Tele-Communications, Inc. ("TCI")
and Americable of Greater Miami, Ltd. ("Americable"), d/b/a/
Miami Cablevision, we are requesting that you set on the
agenda of the City Commission meeting to be held on December
9, 1982, the following request for approval of the grant by
Miami Cablevision of certain Security Interests in its
property, for the financing purposes described below.
As contemplated in the financing arrangements for
construction of Miami Cablevision's System (the "System") in
the City of Miami, and as discussed previously with the City
Manager's Office and the Commission during the early stages
of the license proceedings, Miami Cablevision has now made
the required financing arrangements for the construction of
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the System in the City of Miami. In addition to the capital
already advanced by Americable and TCI through their respective
principals, Miami Cablevision is preparing to close a Loan
Agreement with the Bank of Montreal, New York branch, as
Agent, and certain other participating banks (collectively
the "Lender"), under which Miami Cablevision will borrow up
to $31,600,000 of aggregate allowable outstanding revolving
credit advances, pursuant to the terms of a Loan Agreement
in substantially the form delivered to you with this letter.
As part of the loan documentation, and as security for the
Advances under the Loan Agreement, Miami Cablevision,
Hermanowski, Americable and TCI will execute Security
Agreements, in substantially the forms attached to the Loan
Agreement as Exhibits "D", "E", "L" and "M", under which
Miami Cablevision, Hermanowski, Americable and TCI, will
grant to the Lender Security Interests in certain property
of the System, and interests of the principals in the System.
The Security Interests of Lender will be perfected in the
usual manner by the filing of standard Uniform Commercial
Code Financing Statements. Additionally, the Lender may
require the granting of a second or third mortgage interest
in the real estate owned by Hermanowski and used in the
operation of the System.
Under the license ordinance, Ordinance No. 9332, Section
204(d), prior approval of the City Commission is required
for the granting of these Security Interests to the Lender,
pursuant to the Loan Agreement, the Security Agreements and
other loan closing documents. We are therefore asking that
the City Commission formally approve by Resolution the
granting of said Security Interests and mortgage so that the
contemplated loan can be closed, and the orderly financing
of the construction of the•System in the City is assured.
Thank you for your continued cooperation.
V,E!-zy rt ul�yours,
l
-KENNETH M. YERS
KMM SmI
Cc: mr, Howard V, Gam►
MYERS. KENIN• (•EVINSpN, RLJFFNER, FRANK 4, RICHARDS
VRICKC&.I, EXECUTIVE TOWER, I4Z8 ORICKELk AVENUE. MIAMI• «ORIGA 33131
Tt ESTS IN THE CABLE TELEVISION SYSTEM
AND OTHER PROPERTY INTERESTS OF AMER!-
CABLE OF GREATER MIAMI, LTD. AND MIAMI
WHEREAS,
Ordinance
No. 9332 (the
"Ordinance") of
the City of Miami
granted a
non-exclusive
license to Miami
Tele-Communications, Inc. ("TCI") and Americable of Greater
Miami, Ltd. ("Americable") for the construction, operation
and maintenance of a Cable Television System within the City
of Miami; and
WHEREAS, Section 204(d) of the Ordinance provides
i
that a mortgage, pledge or other encumbrance of the System's
equipment, license or revenues, or any part thereof, for
financing purposes, shall be made only with the prior
approval of the City Commission; and
WHEREAS, Americable and TCI, doing business as
Miami Cablevision, a joint venture ("Miami Cablevision") has
made financing arrangements for the borrowing of up to
$31,600,000 in revolving and term credit advances, for the
purpose of constructing the Cable Television System in the
City of Miami, under and pursuant to the terms of a certain
loan agreement to be executed by Miami Cablevision, Americable
and TCI, as Borrowers, and Bank of Montreal, New York Branch,
as Agent, and certain other participating banks,*as Lender,
s draft of which Loan Agreement and attached exhibits has
been delivered to the City Manager (the "Loan Agreement");
and
WHEREAS, the Loan Agreement ;requires, as security
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that Miami Cablevision,
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e
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and
WHEREAS, the Lender additionally may require the
execution and delivery of a first, second or third mortgage
interest in the land and building used by Miami Cablevision
in the operation of the Miami System; and
WHEREAS, the City Commission has determined that
its approval is necessary and desirable for Miami Cablevision
to complete its financing arrangements, close the loan, and
obtain the necessary proceeds for construction of the Cable
Television System in the City;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY
CO;SMISSION OF THE CITY OF MIA.MI:
Section 1. That Americable of Greater Miami,
Ltd. ("Americable") and Miami Tele-Communications, Inc.
("TCI"), doing business as Miami Cablevision, a joint venture,
is authorized to grant the security interests, encumbrances,
and pledges of collateral described in and contemplated
under the proposed Loan Agreement between Miami Cablevision,
Atrericable and TCI, as Borrowers, and Bank of Montreal, New
York Branch, as Agent, and certain other banks, as Lender, a
copy of which proposed Loan Agreement has been heretofore
delivered to the City Manager, and which security interests,
agreements and pledges will be substantially in the forms
described in Exhibits D, L and M attached to the Loan Agreement,
and will grant, assign and pledge to Lender a security s
interest in all of the Borrower's right, title and interest
in and to the following (the "Collateral");
ihw
(a)
All equipment
in all of its forms,
wherever
located, now or
hereafter existing (in-
Cluding,
but not limited
to, all earth stations, con-
f by irk
getters, head end and ccmponents, cable p-Lant, witihq#
connections, computers, displays: test equipment and
program equipment), and all parts thereof and all
accessions thereto (any and all such equipment, parts
and accessions being the "Equipment");
(b) All inventory in all of its forms,
wherever located, now or hereafter exising or acquired
(including, but not limited to (i) all wiring, con-
nections, displays, components and converters and all
parts thereof, (ii) goods in which the Borrowers have
an interest in mass or a joint or other interest or
right of any kind, and (iii) goods which are returned
to or repossessed by the Borrowers, and all accessions
thereto and products thereof and documents therefor
(any and all such inventory, accessions, products and
documents being the "Inventory"));
(c) All accounts, contract rights, chattel
paper, instruments, general intangibles and other
obligations of any kind now or hereafter existing
arising out of or in connection with the sale, lease or
rental of goods, the rendering of services or relating
to the CATV System or otherwise (including, without
limitation W the Construction Contracts, (ii) the
Franchise Agreement, (iii) an undivided interest in all
easements (if any) and all licenses and agreements to
use easements and all other rights relating to the CATV
System, (iv) all contracts relating to the CATV System,
(v) receivables from Limited Partners as capital
contributions or otherwise and (vi) all rights now or
hereafter existing in and to all security agreements,
leases, and other contracts securing or otherwise
relating to any such accounts, contract rights, chattel
paper, instruments, general intangibles or obligations
(any and all such accounts, contract rights, chattel
paper, instruments, general intangibles and obligations
being the "Receivables", and any and all such leases,
security agreements and other contracts being the
"Related Contracts");
(d) All goods, including Equipment, and
things, whether now owned or hereafter existing or
acquired, which are now or hereafter affixed to or are
situated on the property described in Schedule 1 to
Exhibit D of the Loan Agreement; and
(e) All proceeds of any and all of the fore-
going Collateral and, to the extent not otherwise
included, all payments under insurance (whether or not
the Agent is the loss payee thereof), or any indemnity,
warranty or guaranty, chose in action or judgment
payable by reason of loss or damage to or otherwise
with respect to any of the foregoing Collateral.
(f) All rights, privileges and interests of
Americable presently existing or hereafter arising in
Miami Cablevision and in the Joint Venture Agreement,
dated as of October 6, 1981, as amended, or as it may
be amended or otherwise modified from time to time (the
"Joint Venture Agreement"), including but not limited
to all of the rights of Americable described in Exhibit
L of the Loan Agreement.
W 3 .W
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•
� All rights, privileges and interests of
�► i��
TC-1 presently existing or hereafter arising in ►Iiaffii
Cablevision and in the Joint Venture Agreement dated as
of October 6, 1981, as amended, and as it may be amended
or otherwise modified from time to time (the "Joint
Venture Agreement"), including but not limited to all
rights of TCI described in Exhibit M of said Loan
Agreement.
=_
All as defined in the Loan Agreement.
Section 2. That the Assignment and Security
Agreement to be made by Charles C. Hermanowski, in substantially
the form described in Exhibit E attached of said Loan Agreement,
is approved, which includes the assignment by Hermanowski as
collateral security for the Loan of Hermanowski's interests
in the Amended and Restated Agreement and Certificate of
Limited Partnership of Americable, as it may be amended or
otherwise modified from time to time (the "Assigned Agreement"),
including, without limitation, all rights of Hermanowski
under the Assigned Agreement.
Section 3. That the filing of Uniform Commercial
Code Financing Statements by the Lender, in order to perfect
the above -described security interests, are hereby approved.
Section 4. That if and when requested by the
Lender, the granting of a first, second or third mortgage
interest in the land and improvements owned by Charles C.
Hermanowski, Trustee, located at 1306 N. W. 7th Avenue,
Miami, FL., which land and improvements will be used by
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Miami Cablevision in the operation of the System, is hereby
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approved as part of the collateral security for said loan.
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Section 5. That any approvals for the granting
of security interests by Miami Cablevision, Americable and
TCI, described herein, shall apply and extend to the final
forms and documentation of the contemplated Loan Agreement, 'k
It f
as same is subsequently closed, and to any extensions, -
modifications or amendments of same from time to time
hereafter.
PASSED and ADOPTED this 9th day of December, 1982.
ATTEST:
CITY CLERK
APPROVED AS TO FORM
AND CORRECTNESS:
CITY ATTOPIV'EY
- 5 -
MAYOR
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