1890<J
RESOLUTION NO.1890
A RESOLUTION AUTHORIZING THE TRANSFER OF CABLE TELEVISION FRANCHISE AND
THE ASSIGNMENT OF THE ASSETS AND THE FRANCHISE AS COLLATERAL
Recitals:
1.The cable television franchise in the City of moses Lake (the "Franchise")is currently owned and
operated by Sammons Communications of Washington,Inc. ("the Franchisee").
2.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 Moses Lake (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").
3.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.
Resolved:
1.The sale,transfer,and assignment of the rights,responsibilities and benefits of the Franchise from
Franchisee to Transferee is hereby permitted and approved.
2.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.
3.The Franchising Authority waives any rights of first refusal that it may have to assume the
Franchise upon any transfer contemplated hereunder.
4. The 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 Transfer
ee, 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.
5.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 City Council on May 23,1995