HomeMy WebLinkAbout1998-057 w ,
RESOLUTION NO. 98-57
Resolution Of Indian River,FL Consenting To A Transfer Of Minority Ownership In the
Parent Company of Falcon Cable Media
WHEREAS,Falcon Cable Media("Falcon")is duly authorized to operate and maintain a cable
communications system(the"System")in Indian River("Franchise Authority")pursuant to a
franchise(the"Franchise") granted by the Franchise Authority;and,
WHEREAS,Falcon Holding Group,L.P. ("FHGLP"),the current managing general partner of
Falcon,and affiliates of Tele-Communications,Inc.("TCI")have formed a limited partnership,called
Falcon Communications,L.P.(the"Falcon/TCI Partnership"),which will be the ultimate parent
company of Falcon;and,
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 certain of its cable systems to the Falcon/TCI Partnership;and,
WHEREAS,upon the consummation of the transactions contemplated under the Contribution
Agreement(the"Closing Date"),FHGLP will have approximately a 53%ownership interest in,and
will control and manage the day-to-day operations of the Falcon/TCI Partnership,and the TCI
affiliates will have approximately a 47%ownership interest in the Falcon/TCI Partnership;and,
WHEREAS,a completed FCC Form 394 has been filed with the Franchise Authority;and,
WHEREAS,the parties have requested consent by the Franchise Authority to the Falcon/TCI
Partnership,to the extent that such consent is required under the Franchise,and in accordance with
the requirements of the Franchise.
NOW,THEREFORE,BE IT RESOLVED AS FOLLOWS:
1. The Franchise Authority hereby consents to the Falcon/TCI Partnership transaction,to the extent
that such consent is required by the terms of the Franchise and applicable law,and consents to the
assumption by the Falcon/TCI Partnership of the obligations under Falcon's Franchise,subject to
applicable law.
2. The Franchise Authority hereby consents to 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,provided,however,that no legal transfer of a
controlling interest in the System or its assets shall take place without prior consent of the
Franchise Authority,consistent with applicable law.
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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 12 day of May , 1998.
A HN W.TIPP N CHAIRM N
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I,the undersigned,being the duly appointed, qualified and acting Clerk of the County,hereby certify
that the foregoing Resolution No. is atrue,correct and accurate copy as duly and lawfully
passed and adopted by the governing body of the County on the—day of
, 1998.
Clerk
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