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HomeMy WebLinkAboutResolution 98-063-CCRESOLUTION NO. 98-6 - A RESOLUTION OF THE COUNTY OF GRANT APPROVING THE TRANSFER OF TH� 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 o� 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, L.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 wi11 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 Falcoi�/TCI Partnership and to tl�e intermediate TCI Restructuring, to the extent that such consent is required under the rranchise, in accordance with the requirements of the Franchise, NOW, THEREF012E, BE IT RESOLVED AS FOLLOWS: SECTION 1. The Fr•anchise Authority hereby consents to and approves the TCI Restructuring and the transfer of the System and the Franchise to the Falcon/TCI Partnership, to the extent that such consents are required by the terrns of the Franchise and applicable law, and the assumption t by the Falcon/TCI Partnership of the obligations of TCI under the Franchise, subject to applicable law. SECTION 2. The Franchise Authority hereby consents to and approves the assignrnent, 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: - � Cler : �% day of %��� , , 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. Clerlc H:\CLI�NT\GBARNHAR\90501094\RGSOLUT\GRANTCOU.WA 2 3/4/98 10,21 am