HomeMy Public PortalAboutResolution No. 056-95 10-24-1995 • RESOLUTION NO. 5 6 - 9 5
CONSENT RESOLUTION AUTHORIZING THE TRANSFER OF
CABLE TELEVISION FRANCHISE AND THE ASSIGNMENT OF
THE ASSETS AND THE FRANCHISE AS COLLATERAL.
WHEREAS the cable television franchise in the City of Richland Hills (the
"Franchise") is currently owned and operated by Sammons Communications, Inc. (the
"Franchisee"); and
WHEREAS„ pursuant to that certain Asset Purchase Agreement dated as of
April 5, 1995, (the "Purchase Agreement") by and between Marcus Cable Associates,
L.P., a Delaware limited partnership, as buyer ("Buyer") and Sammons
Communications, Inc., a Delaware corporation, Sammons Communications of
Connecticut, Inc., a Connecticut corporation, Sammons Communications of
Washington, Inc., a Delaware corporation, Sammons Communications of Texas, Inc.,
a Texas corporation, Sammons Communications of Illinois, Inc., a Delaware
corporation, Sammons Communications of Virginia, Inc., a Delaware corporation,
Sammons Communications of Mississippi, Inc., a Delaware corporation, Sammons of
Indiana, an Indiana general partnership, and Sammons of Fort Worth, a Texas general
partnership, as sellers (collectively "Seller", unless the context otherwise requires),
the City of Richland Hills (the "Franchising Authority") has received a request for
approval to assign the Franchise and transfer the CATV ordinance from the
• Franchisee to Buyer, or at Buyer's election, any affiliated entity controlling,
controlled by, or under common control with Buyer (Buyer, or any such entity, a
"Transferee"); and
WHEREAS, Transferee, as the proposed assignee and transferee of Franchisee,
from and after the date of the closing of the transactions described in the Purchase
Agreement, shall assume and agree to perform each and every obligation of the
Franchisee under the Franchise;
NOW, THEREFORE, BE IT RESOLVED, that the sale, transfer and assignment of
the rights, responsibilities and benefits of the Franchise from Franchisee to
Transferee is hereby permitted and approved; and
BE IT FURTHER RESOLVED, that the Franchise (and the related CATV
ordinance) is in full force and effect without default thereunder by the Franchisee to
the date hereof in accordance with its terms and conditions as set forth therein and
that no breach has occurred or is continuing under the Franchise; and
BE IT FURTHER RESOLVED, that the Franchising Authority waives any rights
of first refusal that it may have to assume the Franchise upon any transfer
contemplated hereunder; and
BE IT FURTHER RESOLVED, that Transferee may, at any time and from time
to time, assign or grant or otherwise convey one or more liens or security interests in
its assets, including its rights, obligations and benefits in and to the Franchise (the
"Collateral") to any lender ("Secured Party") providing financing to Transferee, from
• time to time, that the Franchising Authority agrees that consent to a transfer is
hereby deemed approved if the Collateral is assigned and transferred as a result of a
foreclosure; and
RESOLUTION NO. Page 1
• 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 and the subsequent transfer of the assets
related to the Franchise to Transferee and Transferee shall notify the Franchising
Authority promptly upon the closing of such transactions.
ADOPTED by the Franchising Authority on this 24th day of October
1995.
PASSED AND APPROVED by the City Council of the City of Richland Hills,
Texas, by a vote of 5 ayes, ~ nays and ~ abstentions this 2 4 th day
of October , 1995.
v
C. F. Kelley, Mayor
ATTEST:
Terri Wfllis, City Secretary
• mlib785/bh/070595
FIRST READING: SEPTEMBER 26, 1995
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RESOLUTION NO. Page 2