R-292-3-80RESOLUTION NO. 292
CERTIFIED RESOLUTIONS OF THE CITY COUNCIL
OF ALLEN, TEXAS
STATE OF TEXAS
COUNTY OF COLLIN
CITY OF ALLEN
I, Juanelle Cooksey , City Secretary of the City of
Allen, Texas do hereby certify that the following resolutions
have been duly adopted at a duly convened meeting of the
City Council of the City of Allen, Texas, at which a quorum was
present, and that such resolutions have not been amended or
revoked, and are now in full force and effect:
"WHEREAS, by ordinance number 247 (the "Ordinance"), dated
August 3, 1978, the City of Allen, Texas (the "City") granted
a non-exclusive right and privilege (the "Franchise") to
Cablevision of Allen, a subsidiary of Media Systems, Inc.,
(the "Company") to construct, maintain, and operate a community
antenna television system (the "system") within the corporate
limits of the City, which franchise was assigned to Media Systems,
Inc., on February 21, 1980; and,
"WHEREAS, the City and Media Systems, Inc., on the 6th
day of March, 1980, amended by agreement Ordinance No. 247,
which amendment is now Ordinance No. 29.1 dated March 6,
1980; and,
"WHEREAS, Media Systems, Inc., a Texas corporation, as
general partner, has formed or will form a limited partnership
under the provisions of the Texas Uniform Limited Partnership
Act (the "Partnership") which will construct, own, maintain, and
operate the System; and,
"WHEREAS, in order to obtain financing for the construction
of the System, the Partnership desires to obtain a loan (the "Loan")
from Mercantile National Bank at Dallas, a national banking
association (the "Bank"); and,
"WHEREAS, the Bank is only willing to make the Loan if the
Partnership grants to the Bank a security interest in all of the
System, including the rights and Franchise granted to the Grantee
by the Ordinance; and,
"WHEREAS, the City desires that the System be constructed;
"NOW, THEREFORE, in consideration of the foregoing, it is
"RESOLVED, that the City approves the assignment
of the Company's rights under the Ordinance to the
Partnership; and further
"RESOLVED, that the City approves the collateral
assignment of and the grant of a security interest in the
Company's rights under the Ordinance, to the Bank by the
Partnership; and further
"RESOLVED, that the City approves, upon any default
under the Loan or the loan documents evidencing or
securing the Loan, the assignment to the Bank and/or its
successors and assigns, whether by foreclosure sale, deed
in lieu of foreclosure, or otherwise, the Franchise and all
rights of the Company or the Partnership under the Ordinance
without the necessity of any further action or approval by
the City; and further
"RESOLVED, that the City Manager of the City is
authorized, on behalf of the City, to execute and deliver
to the Bank the Estoppel Certificate, in substantially
the form attached hereto as Exhibit "A"; and further
"RESOLVED, that these Resolutions will not be
altered, amended, or rescinded and will remain in full
force and effect until all obligations and indebtedness of
the Partnership to the Bank pursuant to the Loan have been
performed and paid in full.
IN WITNESS WHEREOF, I have duly executed this certificate
as of this 6th day of March, 1980.
�bretary
ty of Allen, Texas
EXHIBIT "A"
ESTOPPEL CERTIFICATE
TO: Mercantile National Bank at Dallas, a national banking
association (the "Bank"), its successors and•assigns
THIS IS TO CERTIFY:
1. That no default has occurred and is continuing under
the terms of Ordinance Number 247 or Ordinance Number 290
(the "Ordinance") of the City of Allen, Texas (the "City"),
which grants a non-exclusive right and privilege (the "Franchise")
to construct, maintain, and operate a community antenna tele-
vision system (the "System") within the corporate limits of the
City to Media Systems, Inc., (the "Company");
2. That the Ordinance has not been amended or altered and
remains in full force and effect;
3. That the City approves the assignment by the Company
of its rights under the Ordinance to Media Systems, Ltd., a
limited partnership (the "Partnership") to be formed under the
provisions of the Texas Uniform Limited Partnership Act.
4. That the City approves the grant of a security interest
to and the collateral assignment to the Bank of the Company's
rights under the Ordinance as security for a loan (the "Loan")
to be made by the Bank to the Partnership for the construction
of the System;
5. That the City will give the Bank reasonable notice
of any default under the Ordinance, together With the
opportunity, but not the obligation,, to cure any such default
within a reasonable time, which shall in no event be less than
30 days from the date such notice is given to the Bank;
6. That any notice to be given to the Bank hereunder
will be deemed given when delivered in person or mail, registered
or certified mail, return receipt requested, postage prepaid,
to:
Mercantile National Bank at Dallas
P.O. Box 225415
Dallas, Texas 75265
Attn: Joe Rappeport;
and
ti
7. That this Certificate is given in order to induce the
Bank to make the Loan and that the City will take no action
which will in any manner alter or destroy the Bank's security
interest in the System or the Franchise, including, but not
limited to, any action which would alter or amend the
Ordinance, without giving to the Bank thirty (30) days
prior written notice of such action, until the Partnership
has paid and performed in full its oblitations to the Bank
pursuant to any and all documents executed by the Partnership
in connection with the Loan.
EXECUTED as of this 6th day of March, 1980.
CITY OF ALLEN, TEXAS
BY -
Jon McCarty, City anager