HomeMy WebLinkAbout2379 ResolutionRESOLUTION NO. 2379
A RESOLUTION OF THE CITY OF PASCO, WASHINGTON,
APPROVING THE TRANSFER OF ITS CABLE
COMMUNICATIONS FRANCHISE WITH TCI OF NORTHERN
NEW JERSEY, INC. TO FALCON COMMUNICATIONS, L.P.
WHEREAS, TCI of Northern New Jersey, Inc d/b/a TCI of
Washington ("TCI") is duly authorized to operate and maintain a cable
communications system (the "System") in the City of Pasco, 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 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 47% ownership interest,
WHEREAS, FCC Form 394 has been filed with the Franchise
Authority, and
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WHEREAS, the parties have requested consent by the Franchise
Authority to the transfer of the System and the Franchise to the Falcon/TCI
Partnership, 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 transfer of the System and the Franchise to the Falcon/TCI
Partnership, to the extent that such consents are required by the terms of
the Franchise and applicable law, and the assumption by the Falcon/TCI
Partnership of 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
or more intermediate transfers, to its subsidiary, Falcon Video
Communications, 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 common control with the Falcon/TCI
Partnership, consistent with Section 3 10 of the Franchise
Section 4 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 5 This Resolution shall be deemed effective upon the
closing of the transactions described above Effective as the date hereof,
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CHARLES D KIL U YOR
LELAND B KERR, CITY ATTORNEY
this Resolution shall have the force of a continuing agreement by and
between TCI, FHGLP, the Falcon/TCI Partnership, and the Franchising
Authonty, and shall not be amended or otherwise altered without the
consent of TCI, FHGLP and Falcon/TCI Partnership
RESOLVED this
day of June, 1998
CITY OF PASCO
ATTEST/AUTHENTICATED:
CATHERINE D SEAMAN, DEPUTY CITY CLERK
APPROVED AS TO FORM:
FILED WITH THE CITY CLERK
PASSED BY THE CITY COUNCIL 61/3—/75
RESOLUTION NO 2379
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