O-78-532 - 3/30/1978ORDINANCE NO.
AN ORDINANCE APPROVING AND GRANTING CONSENT
TO THE ASSIGNMENT AND TRANSFER OF ALL OF THE
SHARES OF STOCK OF STOKES CABLE CO., INC.,
THE OWNER AND HOLDER OF THE CABLE TELEVISION
FRANCHISE ORIGINALLY GRANTED TO SAID STOKES CABLE
CO., INC. BY ORDINANCE NO. 501 PASSED AND ADOPTED
BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS, ON JULY 14, 1977; APPROVING AND GRANTING
CONSENT TO THE MORTGAGING OF ,SAID CABLE TELE-
VISION FRANCHISE AND THE OTHER PROPERTIES AND
ASSETS OF STOKES CABLE CO., INC; APPROVING AND
GRANTING CONSENT TO THE SALE AND TRANSFER OF
SAID CABLE TELEVISION PERMIT, THE OTHER PROPERTIES
AND ASSETS AND THE CAPITAL STOCK OF STOKES CABLE
CO., INC. IN THE EVENT OF A FORECLOSURE PURSUANT
TO A MORTAGE OR DEED OF TRUST; RATIFYING SAID CABLE
TELEVISION FRANCHISE; DISPENSING WITH THE REQUIRE-
MENT FOR THE READING OF THIS ORDINANCE ON TWO
SEPARATE DAYS; AND CONTAINING CERTAIN OTHER
PROVISIONS.
WHEREAS, by Ordinance No. 501 passed and adopted on
July 14, 1977, the City of Round Rock granted Stokes Cable
Co., Inc. (hereinafter "Stokes"), its successors and assigns,
a franchise or permit to build, construct, operate and main--
tain a cable television system in the streets, alleys and
public places of the City of Round Rock (said franchise or
'permit is hereinafter called the "Cable Television Franchise");
and
WHEREAS, all of the issued and outstanding capital stock
of Stokes is being acquired by Daniels Cablevision, Inc.
(hereinafter "Daniels"); and
WHEREAS, in connection with the acquisition of Stokes
stock as aforesaid, Daniels proposes to secure an obligation
or obligations payable to the sellers thereof with the
stock of Stokes; and
WHEREAS, to provide for future borrowing or financing
by Daniels or Stokes, including to accommodate and facilitate
the construction and operation of the cable television system
pursuant to the Cable Television Franchise, Stokes may have
direct liability by mortgaging or otherwise encumbering all
or part of its property and assets, including the Cable Tele-
vision Franchise, or indirect liability by guaranteeing or
otherwise securing obligation of Daniels in conjunction
therewith; and
WHEREAS, request has now been made (a) that the
transfer and acquisition of the Stokes stock referred to
above be evidenced by ordinance approving same and (b)
that said ordinance include (1) a grant of approval and
consent to the mortgaging and pledging of the Stokes stock
as aforesaid, (2) a grant of approval and consent to the
sale and transfer of said Stokes stock in the event of a
foreclosure pursuant to any such mortgage or pledge, (3)
a grant of approval and consent to the sale and transfer,
as aforesaid, of the Stokes stock, the Cable Television
Franchise and the other property and assets of Stokes in
the event of a foreclosure pursuant to any other mortgage,
deed of trust or pledge agreement or instrument as afore-
said, and (4) a ratification of the Cable Television
Franchise; NOW THEREFORE,
BE IT ORDALdED BY THE CITY COUNCIL OF THE CITY OF
ROUND ROCK, TEXAS:
Section 1. That the City Council hereby approves and
consents to the transfer and assignment of all of the
issued and outstanding capital stock of Stokes by the
shareholders thereof to Daniels.
Section 2. That the City Council hereby approves and
consents to the mortgaging or pledging of all of the issued
and outstanding capital stock of Stokes by Daniels under
or pursuant to a pledge or security agreement(s) or instru-
ment(s)
nstru-ment(s) between and among the sellers of said shares of
capital stock and Daniels.
Section 3. That in the event of any foreclosure
pursuant to the mortgaging or Pledging aforesaid of the
stock of Stokes or of any foreclosure pursuant to dny of
the other aforesaid mortgages, deeds of trust, pledge or
security instruments or agreements with respect to any
of the assets or property, including, but not limited to,
the Cable Television Franchise, of Stokes, and the shares of
stock of Stokes, the City Council hereby approves and consents
to (a) the sale and transfer of the capital stock of Stokes,
(b) the sale and transfer of the property and assets, in-
cluding the Cable Television Franchise, and the capital
stock of Stokes, to any purchaser or purchasers at any fore-
closure sale (including, but not limited to, any trustee,
co-trustee or separate trustee appointed pursuant to any
mortgage or deed of trust or trust agreement or pledge or
security agreements referred to above and any holder or
holders of any note or notes given by reason of or in
connection with the aforementioned sale and purchase or
borrowing and financing, and (c) the operation of the
cable television system pursuant to and in accordance with
the Cable Television Franchise, by the purchase or pur-
chasers thereof at any foreclosure sale, provided that,
prior to the time that such purchaser or purchasers commence
such operation, it or they have filed an agreement with
the City Secretary of the City of Round Rock to comply
with the terms and provisions of the Cable Television
Franchise and all rules and regulations of the City of
Round Rock pertaining thereto.
4 -
Section 4. That franchise Ordinance No. 501 was duly and
legally accepted by the Grantee as provided by Section 17 of said
Ordinance, and that Franchise Ordinance No. 501 and the acceptance
by Grantee thereof is hereby validated, ratified, and confirmed.
CAark through the following alternative that is not applicable)
Alternative 1.
By motion duly made, seconded and passed with an affirmative
vote of all the Council members present, the requirement for
reading this ordinance on two separate days was dispensed with.
READ, PASSED, and ADOPTED on first reading this ) day
of Mail -CA} , 1978.
Alternative 2.
READ and-AP.ROVED on first reading this the
, 1978.
READ, APPROVED
da -
ATTEST;
1
AteAt
OPTED on s ce o "d-e.ading this the
, 1978.
J04 NE LAND, Cit Secretary
Y ITTON, Mayor
Ci y of Round Rock, Texas