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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 . 1 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, 2 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 3