HomeMy WebLinkAboutResolution 98-118-CCRESOLUTION NO. ��,g—CC
A RESOLUTION OF THE COUTNY OF GRANT APPROVING THE TRANSFER OI' THE
CABLE COMMUNICATIONS FRANCHISE
Resolution 98-63-CC is liereby repealed by Resolution 98-118—CC
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, 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 t h e
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°Io ownership interest;
W H E R E A S, 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;
W H E RE A S, 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 theta Franchise to the Falcon/TCI Partnership and to t h e
intermediate TCI Restructuring, Co the extent that such consent is required under t h e
Franchise, in accordance with the requirement 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 Falcon/TCI
Partnership, to the extent that such consents are required by the terms of t h e
Franchise and applicable law, and the assumption by the Falcon/TCI Partnership o f
the obligations of TCI under the Franchise, subject to applicable law,
SECTION 2. Immediately following the consummation of the transactions described
above, for financing and operational reasons, the Falcon/TCI Partnership may
transfer the Franchise, directly or through one of more intermediate transfers, to its
subsidiary, Falcon Video Cominunications, L.P.
SECTION 3. The Falcon/TCI Partnership may transfer the Franchise, System or assets
or control relating thereto, to any entity controlling, controlled by or under c o mm o n
control with the Falcon/TCI partnership.
SECTION 4. The Franchise Authority
assignment, mortgage, pledge or other
System or assets relaCing thereto, or of the
as collateral for a loam.
hereby consents to and approves t h e
encumbrance, if any, of the r'ranchise,
interests in the permitted l�older thereof,
SECTION 5. This resolution shall be deemed effective upon the closings of t h e
transactions described above. Effective as the date hereof, this Resolution slaall 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 an d
Falcon/TCI P�rtnership.
PASSED, ADOPTED AND APPROVED this �� day of
ATTEST:
� , _
Pe Grigg, lc
:
�**�:�*�*�:�
:
1998.
�
I, the undersigned, being the duly appointed, qualified and acting Clerlc
of Grant hereby certify that the foregoing Resolution No.y�(J8•(�j,s a true;
accurate copy as duly and lawfully passed and adopted by the governing
County of Grant on the 5"� .�' day of '� � , 1998.
of the County
correct and
body of t h e
��!C.' � � 'L�i
`� eggy Grig ,, Clerk
SM,�' TCI Cablevision of �iashington, Inc.
11 August 1998
County of Grant
Peggy Grigg, Clerk of the Board
35 "C" Street, NW
Ephrata, Washington 98823
Dear Peggy:
I�e're taking tclevision
into tomorrow,
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ROAi'�ilr ttr C4��11t�I�;ilUdur.�h�
�RANI' GUUNTY, WASt11NG1'ON
It has come to my attention that resolution 98-63-CC, which was provided by
TCI, was in the incorrect form. The resolution did not provide for the transfer of
the franchise to its subsidiary, Falcon Video Communications, L.P. At the
consummation of the transaction this transfer will occur, thus a revised
resolution is requested.
Per our conversation, attached is a revised resolution for your use. This
resolution repeals the original resolution and allows for the transfer of the
franchise to a subsidiary.
The revised resolution differs with the addition of sections 2 and 3, and the
renumbering of the original sections 2 and 3 to sections 4 and 5.
If I can offer any assistance or answer any questions, please feel free to
contact me at 800-284-6173.
Sincerely,
�
Bob Lam
Manager
Wenatchee Office
P.O. Box 1 ASO
Wenatchee, Washington 98fl07-1480
509\663-5108
An EqualOpportunity E'mployer