HomeMy WebLinkAbout20003006 CQ
WELD CetirTI
Galaxy 2117) DEC -4 All a 52
November 30, 2000
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CERTIFIED MAIL 7000 0520 0017 1159 0499
RETURN RECEIPT REQUESTED
County of WELD
George Baxter, Chairperson
PO Box 758
Greeley, CO 80632
Dear Chairperson:
Galaxy Telecom, L.P. ("Galaxy Telecom") has entered into an agreement to sell certain of
its cable television properties to Galaxy American Communications L.L.C. ("Galaxy American"),
an Iowa limited company or its affiliated designee.
Galaxy American Communications L.L.C. is an affiliate of Galaxy Telecom. Both
companies are managed by Galaxy Cablevision with their home office located in Sikeston,
Missouri. Galaxy American is the joint effort of other cable companies, including Galaxy
Telecom, combining their efforts and knowledge into one company. Galaxy American is
comprised of approximately 35,000 subscribers in three (3) mid-western states. This change
simply represents a name change for our subscribers in your community. All telephone numbers,
service men and managers remain the same.
As required by Galaxy Telecom's franchise agreement with the County of WELD, please accept
this letter as notification of such pending transfer. We have enclosed a sample of the"Assignment
and Assumption of Franchise". This "Assignment and Assumption of Franchise" will be executed
at closing by Galaxy Telecom and Galaxy American. At such time, a copy of the executed
agreement will be mailed to you.
We anticipate completing the sale on or before December 29, 2000 and will notify you of
the date of the sale soon after its consummation. If you have any questions regarding this
transfer, please feel free to contact me at (573) 472-8203 or Bryan Uptain, our Director of Public
Affairs, at (573) 472-8291.
Sincerely,
I
Holly Rehder
Mergers& Acquisitions Coordinator
e14?5eV/f7 e/I(,/ 2
Enc. ie ' (r" Ciet) i4/
1220 North Main Street • Sikeston, Missouri 63801 • (573) 472-8200
2000-3006
EXHIBIT 1
ASSIGNMENT AND ASSUMPTION OF FRANCHISE
THIS ASSIGNMENT AND ASSUMPTION OF FRANCHISE is made and entered into
this_ day of , 2000, by and between GALAXY TELECOM, L.P., (hereinafter
"the Seller"), and GALAXY AMERICAN COMMUNICATIONS L.L.C., or it's affiliated
designee (hereinafter "the Buyer").
WHEREAS, Buyer and Seller are parties to that certain Asset Purchase Agreement
dated , 2000 (hereinafter "the Purchase Agreement"), providing for the sale,
transfer, assignment, and conveyance to Buyer of the Assets (as defined in the Purchase
Agreement) relating to the operation of those certain cable television systems serving
certain counties, cities and towns, as listed in the disclosure schedules to the Purchase
Agreement, located in the State of CO, in accordance with and subject to the terms and
conditions set forth therein, and
WHEREAS, Seller is the holder of the cable television franchise granted by the
County of WELD, pursuant to Ordinance 94,94A,94B, dated 18-Dec-88, as assigned, (the
"Franchise"), and
WHEREAS, in the Purchase Agreement it was agreed, subject to the granting of the
necessary consents by the County of WELD, that upon consummation of the Purchase
Agreement, Seller would transfer and assign the Franchise to Buyer, and Buyer would
assume the Franchise; and
WHEREAS, the County of WELD has authorized such transfer and assignment by
Seller, and such assumption by Buyer of the Franchise.
NOW, THEREFORE, in consideration of the payment by Buyer of the purchase
price pursuant to the Purchase Agreement, and in accordance with the terms of the
Purchase Agreement, Buyer and Seller agree as follows:
1. Assignment. Seller does hereby sell, assign, and transfer to Buyer all of Seller's
right, title and interest in and to the Franchise.
2. Assumption. Buyer, and its successors and assigns, shall hold all of Seller's
right, title, and interest in the Franchise, and shall assume and pay, discharge and
perform, all the obligations and liabilities of Seller arising during the time period on and
after the date hereof under the terms of the Franchise.
3. Miscellaneous. This Assignment and Assumption is subject to and controlled by
the terms of the Purchase Agreement. This Assignment and Assumption may be executed
in one or more counterparts, and all such counterparts shall constitute one and the same
instrument. Any capitalized term not defined herein shall have the meaning given to such
term in the Purchase Agreement.
IN WITNESS WHEREOF, Buyer and Seller have caused this Assignment and
Assumption to be duly executed as of the date first written above.
SELLER: BUYER:
GALAXY TELECOM, L.P. GALAXY AMERICAN COMMUNICATIONS L.L.C.
By: By:
Name: Name: J. Keith Davidson
Title: Title: Vice President
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