HomeMy WebLinkAboutCouncil Resolution 822RESOLUTION NO. ~`~
A RESOLUTION OF THE CITY OF CENTRAL POINT
APPROVING THE TRANSFER OF
THE CABLE COMMUNICATIONS FRANCHISE
WHEREAS, TCI Cablevision of Oregon, Inc. ("TCI") is duly authorized to operate and
maintain a cable communications system (the "System") in the City of Central Point, Oregon
("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"); and
WHEREAS, FHGLP and TC1 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; and
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 TCl
affiliates will have approximately a 47% ownership interest; and
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; and
WHEREAS, FCC Form 394 has been filed with the Franchise Authority; and
WI~EREAS, the parties have requested consent by the Franchise Authority to the transfer
of the System and the Franchise to the Falcon/TCl 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.
The City Administrator is hereby authorized and directed to act on the City's behalf in all
matters pertaining to this agreement.
SECTION 1. The Franchise Authority hercby 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 aze required by the terms of the Franchise and applicable law, and
the assumption by the Falcon/TCI Partnership of the obligations of TCl under the Franchise,
subject to applicable law.
RESOLUTION NO. ~ (0402981
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 pernutted 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 by the Council and signed by me in authentication of its passage this i~~ day of
~~_, 1998.
Mayor Rusty McGrath
ATTEST:
City Representative
A roved b me this f~ n ,
pp y ~ day of 1998.
Mayor Rusty McGrath
RESOLUTION NO. ga~, (040298)