HomeMy WebLinkAbout90-99 - Res. Consenting to Transfer of Control to Falcon Video Communications RESOLUTION NO . () ._ q r
Resolution of Mason County , WA Consenting To A Transfer of Control of the
Ultimate Parent Company of Falcon Video Communications , L . P .
WHEREAS , Falcon Video Communications , L . P . ( " Franchisee " ) holds a valid
franchise (the " Franchise " ) to operate a cable television systems (the " Cable
Systems " ) in Mason County , WA ( " Franchising Authority" ) ; and ,
WHEREAS , Charter Communications , Inc . ( " CCI " ) and certain affiliates of the
Franchisee ( including the Franchisee ' s ultimate parent company , Falcon
Communications , L . P . , hereinafter " FCLP " ) have entered into a Purchase and
Contribution Agreement (the "Agreement" ) dated May 26 , 1999 pursuant to which
CCI ' s affiliate , Charter Communications Holding Company , LLC ( " Charter" ) , will
acquire control of FCLP (the "Transaction " ) ; and
WHEREAS , the Franchisee and Charter have requested consent by the
Franchising Authority to the Transaction ; and ,
WHEREAS , the Franchising Authority has concluded that Charter has the
requisite legal , technical and financial qualifications to own and operate the
Cable System ;
NOW, THEREFORE , BE IT RESOLVED AS FOLLOWS :
Section 1 . The Franchise Authority hereby consents to and approves the
Transactions to the extent that such consent is required by the terms of the
franchise and applicable law , provided that :
A) Charter Communications , Inc . confirms that the Franchisee will
continue to be bound by the terms of the Master Cable Television
Ordinance No . 39-99 and the Franchise , and any amendments
thereto ; and
B ) If, in the future , Charter Communications , Inc . offers services other
than those currently authorized by the Franchise and any
applicable laws , Charter Communications , Inc . will obtain any
necessary federal , state or local authorization prior to the
introduction of such services over Franchisee ' s System . Implicit in
this statement is the obligation to pay to the Franchise Authority
any fees , taxes , or other assessments as may lawfully be levied ;
and
C ) The final merger agreement consummated by the parties and
approved by the federal government shall not contain any material
changes from the facts submitted in Franchisee ' s request for
consent to the change of control submitted to the Franchise
Authority .
D ) Charter may : ( a ) Assign or transfer its rights in the Cable System
and /or the Franchise to a parent subsidiary or affiliate of Charter or
to another entity under the direct or indirect control of Paul Allen ;
( b ) restructure debt or change the ownership interest among
existing equity participants in Charter, and /or its affiliates ; ( c )
pledge or grant a security interest to any lender(s ) of Charter' s
assets including but not limited to the Franchise , or of interests in
Charter , for purposes of securing an indebtedness ; (d ) sell capital
stock of Charter, or any of Charter' s affiliate companies in a
transaction commonly known as an " initial public offering " , all
without obtaining prior consent of Franchising Authority , provided
that ; Charter represents in writing to the Franchising Authority that
any such transaction will not materially affect compliance with the
Franchise and that any affiliated Charter entity with an ownership
interest in the Franchise shall fully comply with the terms of the
Franchise .
Section 2 . This Resolution shall be deemed effective in accordance with
applicable law .
Passed , Adopted and Approved this day of 1161, , 1999 .
BOARD OF COUNTY CONMISS NERS
ATTEST : MAN V TY , WAS ' hN T
f
Ft A
Re a ca S . Rogers , Clerk of4be Board Cyfinth D . Olsen , Chairperson
A P V , ' DIjO FORM : J
Chief Deputy Prosecuting Jo n A . Bolender, Commissioner
Michael Clift
c: Clerk of Board
Budget Director t•- - � � o f
Auditor (2 ) /
Treasurer Mary Jo ,Cady , Commissioner
Resolute/1999/cable99
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