An ordinance consenting to mergers of Tennessee Football LP, Cumberland Stadium LP, and Dream Suites LP, and acknowledging the assumption of the obligations of these entities by Tennessee Football Inc., Cumberland Stadium Inc. and Dream Suites Inc.

WHEREAS, there exist certain contracts among Tennessee Football LP (as assignee of Houston Oilers, Inc., a Texas corporation (“HOI”)), Cumberland Stadium LP, Dream Suites LP, the Metropolitan Government of Nashville and Davidson County (“Metropolitan Government”) and the Sports Authority of the Metropolitan Government (“Sports Authority”) dealing with the ownership, operation and leasing of facilities for use by the National Football League team known as the Tennessee Titans (the “Team”), such contracts including but not limited to the Development Agreement, as amended, the Stadium Lease, as amended, the Guaranty, as amended, the Team Contract, as amended and the TSU Agreement and Stadium Lease, as amended; and

WHEREAS, Tennessee Football LP, Cumberland Stadium LP, and Dream Suites LP have informed the Metropolitan Government and the Sports Authority that effective February 29, 2004 the following mergers occurred:

a. Tennessee Football LP merged into Tennessee Football Inc. The separate existence of Tennessee Football LP terminated; the surviving entity is Tennessee Football Inc., which acquired all assets of and assumed all liabilities of Tennessee Football LP;

b. Cumberland Stadium LP merged into Cumberland Stadium Inc. The separate existence of Cumberland Stadium LP terminated; the surviving entity is Cumberland Stadium Inc., which acquired all assets of and assumed all liabilities of Cumberland Stadium LP;

c. Dream Suites LP merged into Dream Suites Inc. The separate existence of Dream Suites LP terminated; the surviving entity is Dream Suites Inc., which acquired all assets of and assumed all liabilities of Dream Suites LP; and

WHEREAS, Tennessee Football LP, Cumberland Stadium LP and Dream Suites LP have requested that the Metropolitan Government and the Sports Authority consent to such mergers; and

WHEREAS, the Department of Law of the Metropolitan Government, in consultation with Mr. Larry Thrailkill, an attorney highly experienced in commercial and professional sports legal issues, has not determined that such approval is adverse to the interests of the Metropolitan Government, and

WHEREAS, the Sports Authority consented to such merger on July 16, 2004 and August 20, 2004.

NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY, TENNESSEE:

Section 1. That the Metropolitan Government consents to mergers of Tennessee Football LP, Cumberland Stadium LP, and Dream Suites LP, and acknowledges the assumption of the obligations of these entities by Tennessee Football Inc., Cumberland Stadium Inc., and Dream Suites Inc.

Section 2. That the Consent to Mergers and Reaffirmation of Guaranty (“Consent”) attached hereto and incorporated herein, is hereby approved, and the Metropolitan Mayor or his duly authorized representative is authorized to execute the same, and to execute all documents and take all other actions which may be necessary or appropriate to consummate execution of the Consent.
Section 3. Any future amendments or modifications to this Ordinance may be accomplished by Resolution.
Section 4. That this ordinance shall take effect from and after its final passage, the welfare of the Metropolitan Government of Nashville and Davidson County requiring it.

Sponsored by: Edward Whitmore, Brenda Gilmore

LEGISLATIVE HISTORY
Introduced:	September 7, 2004
Passed First Reading:	September 7, 2004
Referred to:	Budget & Finance Committee
Passed Second Reading:	September 21, 2004
Passed Third Reading:	October 5, 2004
Approved:	October 6, 2004
By: