HomeMy WebLinkAboutFranchises - 40 - Commissioners - 20 (002)RESOLUTION NO. 98 -63 -CC
A RESOLUTION OF THE COUNTY OF GRANT APPROVING THE TRANSFER OF
THE CABLE COMMUNICATIONS FRANCHISE
WHEREAS, TCI Cablevision of Washington, Inc. ("TCI") is duly authorized to operate and
maintain a cable communications system (the "System") in the County of Grant, Washington
("Franchise Authority") pursuant to a franchise (the "Franchise") granted by the Franchise
Authority; and
WHEREAS, Falcon Holding Group, L.P. ("FHGLP") and affiliates of TCI have formed a
limited partnership, Falcon Communications, I_P (the "Falcon/TCI Partnership");
WHEREAS, FHGLP and TCI have entered into a Contribution and Purchase Agreement dated
as of December 30, 1997 (the "Contribution Agreement"), pursuant to which TCI has agreed
to transfer the assets of the System, including all its right, title and interest in the Franchise, to the
Falcon/TCI Partnership subject to, among other conditions, any required approval of the
Franchise Authority with respect thereto;
WHEREAS, upon the consummation of the transactions contemplated under the Contribution
Agreement, it is anticipated that FHGLP will have approximately a 53 % ownership interest in
and will manage the day-to-day operations of the Falcon/TCI Partnership and the TCI affiliates
will have approximately a 47% ownership interest;
WHEREAS, in connection with the contemplated transactions under the Contribution
Agreement, TCI will undergo an internal restructuring (the "TCI Restructuring") immediately
prior to the contribution of the System to the Falcon/TCI Partnership, subject to any required
approval of the Franchise Authority with respect thereto.
WHEREAS, FCC Form 394 has been filed with the Franchise Authority; and
WHEREAS, the parties have requested consent by the Franchise Authority to the transfer of the
System and the Franchise to the Falcon/TCI Partnership and to the intermediate TCI
Restructuring, to the extent that such consent is required under the Franchise. in accordance with
the requirements of the Franchise.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
SECTION 1. The Franchise Authority hereby consents to and approves the TCI Restructuring
and the transfer of the System and the Franchise to the I alcon/TCI Partnership, to the extent that
such consents are required by the terms of the Franchise .ind applicable law, and the assumption
by the Falcon/TCI Partnership of the obligations cif TC'I under the Franchise, subject to
applicable law.
SECTION 2. The Franchise Authority hereby consents to and approves the assignment,
mortgage, pledge or other encumbrance, if any, of the Franchise, System or assets relating
thereto, or of the interests in the permitted holder thereof, as collateral for a loan.
SECTION 3. This Resolution shall be deemed effective upon the closings of the transactions
described above. Effective as the date hereof, this Resolution shall have the force of a continuing
agreement with TCI, FHGLP and the Falcon/TCI Partnership and shall not be amended or
otherwise altered without the consent of TCI, FHGLP and the Falcon/TCI Partnership.
PASSED, ADOPTED AND APPROVED this
ATTEST:
Cleri
By:
// day of /Z ?� , 1998.
**********
I, the undersigned, being the duly appointed, qualified and acting Clerk of the County of Grant hereby
certify that the foregoing Resolution No. is a true, correct and accurate copy as duly and
lawfully passed and adopted by the governing body of the County of Grant on the day of
1998.
Clerk
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3/4/98 10:21 am 2