HomeMy WebLinkAboutResolution 95-087-CCRESOLUTION NUMBER 95 -87 -CC
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 Grant County (the
"Franchise") is currently owned and operated by Sammons
Communications of Washington, 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), Grant County (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
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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
BE IF FURTHER RESOLVED, that the consent to transfer herein
provided shall be effective upon and only effective concurrent wit
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.
Attest:
q0 n
TE by the Franchising Authority on this �� day of
l _i4 , 1995.
I
Grant County Composioners
by: l
title:
by: i c _
Commissioner
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