1989-118-RES WHEREAS, TEXAS COMMUNITY ANTENNAS SUBSIDIARY OF TCA CABLE TV IS CENTRAL COMMUNICATIONS
RESOLUTION NO. 89-118
WHEREAS, Texas Community Antennas,
subsidiary of TCA Cable TV, Inc., is
Central Communications, Inc.,'s cable
Paris, Texas, system; and,
Inc., a wholly owned
purchasing Cooke South
systems including the
WHEREAS, the City Council of the
heretofore in Resolution No. 89-020,
assignment of the cable franchise; and,
City
approve
of
the
Paris did
transfer
WHEREAS, Texas Community Antennas, Inc., desires the City of
Paris to execute as a consenting party the assignment of assets
of Cooke South Central Communications, Inc., to Texas Community
Antennas, Inc., which consent is contained in the Assignment,
Assumption and Consent Agreement attached hereto as Exhibit A;
NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS,
That the Mayor of the City of Paris, Eric S. Clifford, be, and he
is hereby authorized and directed to execute on behalf of the
City of Paris, the Assignment, Assumption and Consent Agreement
attached hereto as Exhbiit A.
Passed and adopted this 11th day of September, 1989.
~~/?'
c;/ j
Eric S. Cl t'aJ "!~ ----.
ATTEST:
.~
~~":..
Mattie cunn~~~r
FORM:
City Attorney
ASSIGNMENT. ASSUMPTION AND CONSENT
THIS ASSIGNMENT, ASSUMPTION AND CONSENT,dat~d as of the
"Closing Date" as hereinafter defined, is made by and among COOKE
SOUTH CENTRAL COMMUNICATIONS, INC. ("Seller") (previously known as
McCaw South Central Communications, Inc.), TEXAS COMMUNITY
ANTENNAS, INC. ("Buyer") a wholly owned subsidiary of TCA Cable
TV, Inc. and the CITY OF PARIS ("Consenting Party").
WHEREAS, Seller owns and operates a cable television
system in Paris, Texas (the "System");
WHEREAS, Seller and Consenting party are parties to that
certain LEASE AGREEMENT dated November lO, 1980 (the "Agreement");
WHEREAS, Seller and Buyer have entered into an Asset
Purchase and Sale Agreement dated as of July 14, 1989 (the "Asset
Purchase Agreement") pursuant to which Seller shall sell, convey
and assign substantially all of the assets owned by Seller related
to the System, including without limitation Seller's right under
the Agreement, and Buyer shall assume certain obligations with
respect to the System, including without limitation, Seller's
obligations under the Agreement, in each case, from and after the
"Closing Date" as defined in the Asset Purchase Agreement; and
WHEREAS, the consent of Consenting party is required
under the Agreement and Consenting Party desires to so consent to
the assignment and assumption of the Agreement.
NOW THEREFORE, in consideration of the foregoing
premises and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree
as follows:
1. Seller hereby assigns and transfers to Buyer all of
Seller's right, title and interest in and to the Agreement from
and after the Closing Date.
2. Buyer hereby accepts such assignment and transfer,
assumes all of the obligations and agrees to be bound by all of
the terms and conditions of Seller under the Agreement from and
after the Closing Date.
3. Consenting Party hereby consents to the assignment
and transfer of the Agreement by Seller to Buyer with the further
right of Buyer to assign its interests under the Agreement for
security purposes only to such financial institutions as may be
selected by Buyer to finance the acquisition and operation of the
System. Consenting Party further agrees that Seller shall be (and
is hereby) released and discharged from the performance of its
duties and obligations under the Agreement arising from and after
the Closing Date.
Iahb$CO/117354lO22/ssagreelaacparll/kbl
EXHIBIT A
4.
counterparts
agreement.
This Agreement may be executed in any number of
which together shall constitute a fully executed
IN WITNESS WHEREOF, the parties have executed or caused
the execution of this Agreement effective on the Closing Date.
COOKE SOUTH CENTRAL
COMMUNICATIONS, INC.
By:
TEXAS COMMUNITY ANTENNAS, INC.
By:
CITY OF PARIS
By:
Eric S. Clifford, Mayor
-
State of (' LL( 11/j~
County of /;;{ &/:J t1At l;h-?
On this /'/ day of /l!/{ru,c.:#-, in the--xear,/Y'ff,
before me, a Notary Public, in and far the State of (.;(~ '
personally appeared James Lacher, personally known to m (or
proved to me on the basis of satisfactory evidence) to be the
person who executed the foregoing instrument as president on
behalf of the corporation therein named and acknowledged to me
that the corporation executed the foregoing instrument pursuant
its bylaws or a resolution of the board of directors.
ss.
to
If j'~l/r,;( d?z?zZ- ,~ /f~L/~
Notary Public, State of (f~~~/ft(~
/
@.:.~.: '. OFFICIAL SEAL ~
: '. JEANmEANITAMAXWEu. D
, D . Nolaly Publ<>CaUfomla
. LOS ANGELES COUNTY
. ' My Com... Ellp. Nov. 3, 111112
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State of
ss.
County of
...
On this day of , in the year
before me, a Notary Public, in and for the State of ,
personally appeared , personally known to me
(or proved to me on the basis of satisfactory evidence) to be the
person who executed the foregoing instrument as president on
behalf of the corporation therein named and acknowledged to me
that the corporation executed the foregoing instrument pursuant to
its bylaws or a resolution of the board of directors.
,
Notary Public, State of
State of Texas
County of Lamar
BEFORE ME, the undersigned authority, on this day
personally appeared Eric S. Clifford, Mayor of the City of
Paris, known to me to be the person whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed, and
in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ___ day of
,
Notary Public, State of Texas
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