HomeMy WebLinkAbout87-89 - Res. Approving the Sale of Stock of Cooke Communications to TCI CablevisionRESOLUTION NO.
87-89
A Resolution of the
County of Mason
Approving the Sale of Stock of
Cooke Communications of Southwest Washington, Inc.
to TCI Cablevision of Washington, Inc.
WHEREAS, Cooke Communications of Southwest Washington, Inc. ("Franchisee") owns, operates, and
maintains a cable television system ("System") in the County of Mason ("Franchise Authority"), pursuant
to Enabling Ordinance No. 1223, dated September 29, 1980, and Resolution No. 57-81 dated June 1,
1981, Resolution No. 126-81 dated October 5, 1981, and Resolution No. 18-84 dated January 30, 1984
(collectively, "Franchise"), and Cooke Communications of Southwest Washington, Inc. is the current
authorized holder of the Franchise; and
WHEREAS, the terms and conditions of the Franchise are in full force and effect as of the date of this
Resolution; and
WHEREAS, Franchisee and certain of its affiliates and Tele-Communications, Inc. ("TCI") have entered
into an agreement, dated as of July 14, 1989 ("Agreement"), as amended, providing for the disposition
of all of the assets of the System, including all rights and obligations under the Franchise, to an affiliate
of TCI; and
WHEREAS, pursuant to the transaction, TCI Cablevision of Washington, Inc., a subsidiary of TCI, will
acquire all of the outstanding stock of Franchisee; and
WHEREAS, the Franchise Authority desires to approve the purchase of the stock of Franchisee by TCI
Cablevision of Washington, Inc.; and
WHEREAS, the name of the Franchisee will be changed, tentatively, to TCI Cablevision of Southwest
Washington, Inc.; and
WHEREAS, the Franchise Authority has determined that it is in its best interests and the best interests
of the residents of its community to approve the purchase of the stock of the Franchisee by TCI
Cablevision of Washington, Inc. and to acknowledge the tentative name change of the Franchisee to
TCI Cablevision of Southwest Washington, Inc.; and that the Franchisee, under the ownership and
control of TCI Cablevision of Washington, Inc., has sufficient legal, technical and financial qualifications
to comply with the terms of the Franchise.
NOW, THEREFORE, BE IT RESOLVED by the governing body of the County of Mason as follows:
SECTION 1. The Franchise Authority hereby consents to and approves the purchase by TCI
Cablevision of Washington, Inc. of all of the outstanding stock of the Franchisee, thereby effectuating
a change in control and ownership of the Franchisee and the System, effective as of the date of the
consummation of the purchase of the stock of the Franchisee by TCI Cablevision of Washington, Inc.
SECTION 2. The Franchise Authority acknowledges the tentative name change of the Franchisee to
TCI Cablevision of Southwest Washington, Inc.
SECTION 3. The Franchise Authority hereby consents to and approves the assignment, mortgage,
pledge, or other encumbrance of the Franchise, System or assets relating thereto, if any, for financing
purposes, in connection with this transaction.
SECTION 4. The Franchise Authority hereby affirms that, as of the date of this Resolution, the
Franchise is valid and remains in full force and effect and the Franchise Authority is aware of no
conduct by the Franchisee which would result in default under the Franchise.
SECTION 5. Upon written notice to the Franchise Authority, Franchisee may transfer the Franchise
or control related thereto to any subsidiary of TCI without prior consent of the Franchise Authority.
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Duly and lawfully PASSED, ADOPTED AND APPROVED by the governing body of the County of
Mason, this 3rd day of October
ATTEST:
Clerk of the Board
, 1989.
MASON COUNTY BOARD OF COMMISSIONERS
zeLl.L.6r1_0„.IZL
Member
Member
APPROVED AS TO FORM:
Prosec ting A; 'orney
**************
I, the undersigned, being the duly appointed, qualified and acting Clerk of the Mason County Board
of Commissioners, hereby certify that the foregoing Resolution No. is a true, correct and
accurate copy of Resolution No. duly and lawfully passed and adopted by the County
on the day of , 1989.
Clerk of the Board
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