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HomeMy WebLinkAbout[11b] Charter CommunicationsCT9'Y OF 1T. JOSHPH Council Agenda Item~_ MEETING DATE: July 16, 2009 AGENDA ITEM: Administrator Reports -Charter Communications SUBMITTED BY: Administration BOARD/COMMISSION/COMMITTEE RECOMMENDATION: PREVIOUS COUNCIL ACTION: BACKGROUND INFORMATION: See the Letter from Sue Kadlec. (Note: The Cities of Waite Park, St. Joseph and Albany all use the same law firm so the matter was reviewed on behalf of the three Cities with the cost being split equally between the three.) BUDGET/FISCAL IMPACT: ATTACHMENTS: Legal Opinion, Information from Charter REQUESTED COUNCIL ACTION: The Council must determine whether or not they will sign the Resolution as presented by Charter. Rajkowski Hansmeier ~~ 11 7th Avenue North P.O. Box 1433 St. Cloud, MN 56302 VIA EMAIL AND U.S. MAIL 320.251.1055 800.445.9617 toll-free June 16, 2009 320.251.5896 fax www.rajhan.com Judy Weyrens City Administrator City of St. Joseph P.O. Box 668 St. Joseph, MN 56374 Tom Schneider Clerk/Administrator City of Albany 400 Railroad Avenue P.O. Box 370 Albany, MN 56307-0370 ShaunnaJohnson City Administrator City of Waite Park P.O. Box 339 Waite Park, MN 56387 RE: Charter Transfer Approval Our File No. 28519 Dear Judy, Tom, and Shaunna: Susan M. Kadlec skadlec _raihan.com This letter is in regards to the request by Charter that each City adopt a resolution consenting to the transfer by Charter Communications. Proposed Transfer: Charter is in the prc;cess of a Chapter 11 Bankruptcy reorganization. The ownership of the cable operating systems in each of your Cities can be traced back through a series of limited liability companies to the parent corporation of Charter Communications, Inc. The corporation is owned 91 % by Paul G. Allen (co-founder of Microsoft), either directly or through his controlled entities. The remaining 9% is held publicly. ~ECE,~VE~ JUN 17 2009 L.~'"~ Or ~; ..~GSEPH i Q ~ Rajkowski Hansmeier ,;~®~®~`. at. Judy Weyrens Tom Schneider ShaunnaJohnson June 16, 2009 Page 2 The reorganization proposed by C1larter will result in a transfer of 56% of the company ownership from Paul Allen to various note holders. Paul Allen will retain 35% interest. Some of the issued stock will be subject to strict transfer restrictions, the details of which have not been disclosed. Some of the larger stockholders will be: Apollo Global Management, LLC, a Delaware limited liability company. The stock will be held by 4 subsidiaries (1 Delaware and 3 in the Cayman Islands) which are controlled/owned by Apollo. Crestview, LLC, a Delaware limited liability company. Crestview is owned by four family owned limited partnerships, all U.S. Citizens. FMR, LLC, a Delaware limited liability company. The stock will be owned by various investors advised by FMR, LLC or its subsidiaries, all of which are registered in the United States. Franklin Resources, Inc., a publicly traded Delaware corporation. Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company. Oaktree Opportunities Investments, L.P., a Delaware limited partnership, will actually own the stock, but is controlled by the LLC. From a management standpoint, Charter professes that there will be no change. None of the proposed stockholders will individually own 35%, which leaves Paul Allen as the largest individual stockholder. However, he will no longer have a controlling interest in the company. Charter advises that it has entered into agreements with the proposed stockholders to retain the current CEO and COO. Charter further states that there will be no transfer of individuai cable franchises among its subsidiaries and that the current local management and employees will remain in place. From a financial standpoint, Charter predicts that the reorganization will trigger an additional $3 billion investment by the note holders/stockholders, and a reduction in Charter's debt by $8 billion. LegLal Issues: 1) Is consent by the Franchising Authority required for this transaction? «~~ Rajkowski Hansmeier ;®~~;e °.•~. Judy Weyrens Tom Schneider ShaunnaJohnson June 16, 2009 Page 3 Short Answer: Yes, the transfer of a majority interest in the company requires the consent of the Franchise Authority. Analysis: Charter asserts in its letter dated April 17th that the Cities' consent may not be required for this particular transaction under bankruptcy law, the implication of which is that they are just trying to be thorough in requesting the consent. Charter cites to no authority for this position. This issue is governed by federal, state and local government regulation. Under federal law, consent is required when there is an application to "sell, assign, or otherwise transfer controlling ownership of a cable system." 47 CFR 76.502(a). The regulations do not define "controlling ownership," nor is there any caselaw on point. It is clear from the disclosures provided that Paul Allen will retain control over the largest stake in the company. It maybe unlikely that the other stakeholders will act in concert to become the controlling owner of the company, however it is not impossible. In my opinion, this possibility alone is sufficient to bring this within the federal requirement. Pursuant to Minnesota law, a sale or transfer of a franchise, including a sale or transfer by means of a fundamental corporate change, requires the written approval of the franchising authority. Minn. Stat. §238.083, Subd. 2. 1'he statute defines "fundamental corporate change" as a sale or transfer of a majority of a corporation's assets; merger, including a parent and its subsidiary corporations, consolidation; or creation of a subsidiary corporation. Minn. Stat. §238.083, Subd. l . The proposed transfer does not qualify as a fundamental corporate change as no assets will be transferred, and there will be no merger, consolidation or creation of a subsidiary. The statute further provides that a sale or transfer of stock in a corporation so as to create a new controlling interest is subject to the consent requirement as well. Minn. Stat. §238.083, Subd. 6. "Controlling interest" is not limited to transfers of a majority stock ownership, but includes transfer of actual working control. Id. While Charter does not contemplate a change in the actual working control of the company; it is clear that a majority of the stock will be transferred from Mr. Allen's ownership and disbursed among the note holders. Again, I conclude that Cities' consent is required. My conclusion on this issue is further borne out by the terms of the restructure agreement which Charter filed with the SEC. The agreement contains a condition that "all consents, approvals and waivers necessary in connection with the transactions...with respect to Franchises...in areas serving no less than 80% of [Charter's] individual basic subscribers in the aggregate at such time shall have been obtained." Term Sheet page 13. This condition can be waived by the parties to the restructure agreement. b ®~~®~q Rajkowski Hansmeier ;;®~~~~. prn~ii!in;cae~~direetior 'R ~R• .lam®o Judy Weyrens Tom Schneider ShaunnaJohnson June 16, 2009 Page 4 2) Can the Cities place conditions on their consent to this transfer. Short Answer: Generally yes, so long as the conditions are reasonable and not prohibited bylaw. State statute provides only that the approval of the transfer must not be unreasonably withheld. Minn.Stat. §238.083, Subd. 4. Both state and federal law are careful to allow for local government discretion to impose additional conditions and terms provided the conditions are not inconsistent with state or federal law. Minn.Stat. X238.084, Subd. 4 and Minn.Stat. §238.08, Subd. 2 and Subd. 4; 47 C.F.R. 76.309(b); See also: WH Link, LLC v. Ci of Otsego, 664 N.W.2d 390 (Minn. App. 2003). Both acts are silent as to whether the local government may impose conditions upon the transfer. However, reviewing courts have likened a transfer to an application for new franchise in that they are faced with assessing a new entity operating under different financial and manageme?1t circumstances. Charter Communications v. County of Santa Cruz, 304 F. 3d 927 (9th Circuit Ct. App. 2002). The Waite Park Cable Franchise Ordinance contains an express statement that the City's consent should be granted "only upon such reasonable terms and conditions as may be allowed under Applicable Laws." (Section 40.8, Subd. 1 of Waite Park Franchise). Albany and St. Joseph both provide that the approval shall not be unreasonably withheld. (Section D.4. of Albany Franchise, Section 36.06, Subd. 1 of St. Joseph Franchise). St. Joseph's franchise goes on to say that approval maybe denied only upon a finding that the successor does not have the ability or capability to operate the franchise in accordance with the terms of the Ordinance and Franchise. While the Cities only have a limited ability to outright deny the transfer, that does not preclude the cities from imposing conditions. Minnesota municipalities generally have no inherent powers, but rather possess only such powers as are expressly conferred by statute or implied as necessary in aid of those powers which have been expressly conferred. State v. Kuhlman, 729 N.W.2d 577, 580 (1VIim1.2007) (quoting iylan~old 1Midwest Co. v. Village of Richfield, 274 Minn. 347, 357; 143 N.W.2d 813, 820 (Minn.1966)). Since the Cities can withhold their consent under certain circumstances, it stands to reason that the Cities have the implied authority to condition their consent in order to fulfill the objectives of the cable statute, i.e., ensure consistent cable service to City residents. 3) What types of conditions can the Cities' place on their consent. There is a lack of caselaw on this issue. However, in the past, we have been successful negotiating conditions such as rate freezes, customer service concessions, security provisions, and reimbursement of City attorney's fees. .~ . ~~c Rajkowski Hansmeier ;~`~~se. •~.~o Judy Weyrens Tom Schneider ShaunnaJohnson June 16, 2009 Page 5 The presently proposed transfer does not result in less competition in the cable industry in Albany, St. Joseph or Waite Park. Charter is not proposing to take out any competitors. Nothing in the information provided leads to the assumption that Charter will raise its rates as a result of the transfer. The market forces will remain to keep the rates in check. At first glance, Charter's bankruptcy action raises the question of whether Charter has the .financial resources to fulfill its obligations under the Franchise. However, the proposed transfer does much to alleviate that concern as the company will be substantially reducing its debt in exchange for a transfer in equity. Furthermore, Charter will be under the continued supervision of the bankruptcy court while it is restructuring. This supervision cuts both ways. The court will ensure that Charter is able to continue as a financially viable company. As well, the court will scrutinize any financial conditions attached to the consent approval. In my opinion, any provisions regarding increased security, rate freezes, or increased franchise fees are likely to be found to be unreasonable. While it is certainly not Charter's intent that there be a transfer of actual control over the company, that possibility remains open due to the fact that Mr. Allen will have less than 51 % of the company stock. The information provided does not preclude the minority stockholders from taking control of the board of directors, even though the COO and CEO positions are reportedly protected. Control of the company can impact several areas of operation of the cable system. It will be reasonable to impose certain warranties regarding maintaining the current customer service levels and system maintenance. Here are some proposed conditions for each City to consider: 1. That the proposed transfer will not adversely affect Charter's ability to meet the requirements of the Franchise or to meet the City's reasonable future cable-related needs and interests. 2. That proposed transfer will not adversely affect Charter's ability to maintain and operate the system following the transfer. 3. That the proposed transfer will not in any material respect reduce the quality of customer service in the City. 4. That the proposed transfer will not materially reduce the quality of existing system maintenance or repair in the City. .~ Rajkowski Hansmeier ;;~~~%`. «~e Judy Weyrens Tom Schneider ShaunnaJohnson June 16, 2009 Page 6 5. That current local management and employees shall remain in place following the proposed transfer except to the extent that such management and employees are terminated for cause or vohmtarily leave Charter's employment. 6. That Charter shall reimburse the attorney's fees incurred by the City as a result of analyzing this consent. After your Council has considered this information, please let me know how you wish to proceed. i would be happy to advise on a.ny particular objectives that the Council maybe interested in addressing. Very truly yours, RAJKOWSKI HANSMEIER LTD. By s~ (F i~u~ Kadlec known as Susan M Dsge) SMK/nrp RESOLUTION 2009-016 RESOLUTION AUTHORIZING CONSENT TO CHARTER RESTRUCTURING WHEREAS, CC VIII Operating LLC ("Franchisee"), an indirect, wholly-owned subsidiary of Charter Communications, Inc. ("Charter"), owns a cable television system (the "System") in the City of St. Joseph, MN (the "Franchise Authority"); and WHEREAS, on March 27, 2009, Charter and certain of its subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the Southern District of New York ("Bankruptcy Court") seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code to order to effectuate a financial restructuring (Case No. 09-11435). WHEREAS, pursuant to the terms of agreements entered into between Charter and its key bondholders, Charter's current Class A Common Stock and Class B Common Stock will be cancelled and replaced with new voting stock owned by Paul G. Allen and such bondholders, as described in filings with the Bankruptcy Court (the "Reorganization"), copies of which have been provided to the Franchise Authority. WHEREAS, the Franchise Authority has concluded that its approval is necessary for the above described Reorganization and has been provided a FCC Form 394 and related information for such Reorganization; and WHEREAS, the Franchise Authority has considered and approves of the Reorganization described above. NOW, THEREFORE, IT IS RESOLVED AS FOLLOWS: 1. The foregoing recitals are approved and incorporated herein by reference. 2. The Franchise Authority consents to the Reorganization described herein. 3. This Resolution shall be deemed effective upon adoption. 4. This Resolution shall have the force of a continuing agreement and the Franchise Authority shall not amend or otherwise alter this Resolution without the consent of the Franchisee. Adopted this 16'h day of Jam, 2009. CITY OF ST. JOSEPH BY. BY AI Rassier, Mayor Judy Weyrens, Administrator/Clerk RESOLUTION NO. CONSENT TO CHARTER RESTRUCTURING WHEREAS, CC VIII Operating, LLC ("Franchisee"), an indirect, wholly-owned subsidiary of Charter Communications, Inc. ("Charter"), owns a cable television system (the "System") in the City of St. Joseph, MN (the "Franchise Authority"); and WHEREAS, on March 27, 2009, Charter and certain of its subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the Southern District of New York ("Bankruptcy Court") seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code to order to effectuate_a financial restructuring (Case No. 09-11435). WHEREAS, pursuant to the terms of agreements entered into between Charter and its key bondholders, Charter's current Class A Common Stock and Class B Common Stock will be cancelled and replaced with new voting stock owned by Paul G. Allen and such bondholders, as described in filings with the Bankruptcy Court (the "Reorganization"), copies of which have been provided to the Franchise Authority. WHEREAS, the Franchise Authority has concluded that its approval is necessary for the above described Reorganization and has been provided a FCC Form 394 and related information for such Reorganization; and WHEREAS, the Franchise Authority has considered and approves of the Reorganization described above. NOW, THEREFORE, IT IS RESOLVED AS FOLLOWS: 1. The foregoing recitals are approved and incorporated herein by reference. 2. The Franchise Authority consents to the Reorganization described herein. 3. This Resolution shall be deemed effective upon adoption. 4. This Resolution shall have the force of a continuing agreement and the Franchise Authority shall not amend or otherwise alter this Resolution without the consent of the Franchisee. PASSED, ADOPTED AND APPROVED this -day of , 2009. By: _ Name: Title: ATTEST: Clerk BEFORE Public common stock and other equity 9 % voting interest I 91% voting interest Charter Communications, Inc. ("Charter") Charter Communications Holding Company, LLC ('Charter Hddco") CCHC,LLC ("CCHC") Charter Carnmunirations, Hddings, LLC ("Charter Hddings") CCH I Hddings, LLC ("CI H') CCH I, LLC ('CCH I") CCH II, LLC ('CCH II') CCO Hddings, LLC ("CCO Hddings") Charter Communcatons Operating, LLC ('Charter Operating') Charter Operating Subsidiaries CCO NR 100% common equity CC V Hddings, LLC Paul G Allen and his contrdled entities ~ CC Vlli operating Subsidiaries ~ AFTER Various equity hdders, none d which individually hdds 35% voting irnerest See 6cNbit 3 65 % voting merest Charter Communications, Inc. ('Charter) Charter Communications Hdding Company, LLC ("Charter Hddco') CCHC, LLC ("CCHC") Charter Communications, Hddings, LLC ('Charter Hddings") CCH 1 Hddings, LLC ("CI H") CCH I, LLC ("CCH I") CCH II, LLC ('CCH II") CCO Hddings, LLC ("CCO Hddings") Charter Camrnunications Operating, LLC ('Charter Operatlng") Charter O ratin Subsidiaries CCO NR Pe 9 u,as....... ~ i r 35 % voing interest 100 % common equity CC V Hddings, LLC LLC CC VIII Operating Subsidiaries Paul G fUlen and his contrdled entities Federal Communications Commission Approved By OMB Washington, OC 20554 FCC 394 3060-0573 APPLICATION FOR FRANCHISE AUTHORITY CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL OF CABLE TELEVISION FRANCHISE SECTION I. GENERAL INFORMATION FOR FRANCHISE AUTHORITY USE ONLY DATE April 17, 2009 1. Community Unit Identification Number: MN1119 2. Application for ^ Assignment of Franchise ^ Transfer of Control - Reorganization Upon Emergence From Bankruptcy 3. Franchising Authority: City of St. Joseph 4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located: ST. JOSEPH, MN 5. Date system was acquired or (for system's constructed by the transferor/assignor) the date on N/A which service was rovided to the first subscriber in the franchise area: 6. Proposed effective date of closing of the transaction assigning or transferring ownership of the As soon as reasonably system to transferee/assignee: racticable 7. Attach as an Exhibit a schedule of any and all additional information or material filed with this application that is identified in the franchise as required to be provided to the franchising authority when requesting its approval of the type of transaction that is the subject of this application. PART I - TRANSFEROR/ASSIGNOR 1 _ Indlrata tha Hama mailinn ~ilrlroee ~nrl tclnnhnnn ., .,,he...f stie ~..~..~s.,....i.,~~:....,.. Exhibit No. N/A Legal name of Transferor/Assignor (if individual, list last name first) Charter Communications, Inc. Assumed name used for doing business (if any) Mailing street address or P.O. Box 12405 Powerscourt Drive City State ZIP Code Telephone No. (include area code) St. Louis MO 63131 (314) 965-0555 2. (a) Attach as an Exhibit a copy of the contract or agreement that provides for the assignment or transfer of control (inGuding any exhibits or schedules thereto necessary in order to understand the terms thereof). If there is only an oral agreement, reduce the terms to writing and attach. (Confidential trade, business, pricing or marketing information, or other information not otherwise publicly available, may be redacted). (b) Does the contract submitted in response to (a) above embody the full and complete agreement between the transferor/assignor and the transferee/assignee? If No, explain in an Exhibit. Exhibit No. 1 ® Yes ^ No Exhibit No. 1 FCC 394 (Page 1) PART II -TRANSFEREE/ASSIGNEE ~ /A~ InrlicaTo tha n~mo m~ilinn nrl`Irocc nri tclcnhnnn n mL~cr of •L,.. ~.~....i.,..... / ......:........ Legal name of Transferee/Assignee (if individual, list last name first) Charter Communications, Inc. Assumed name used for doing business (if any) Mailing street address or P.O. Box 12405 Powerscourt Drive City State ZIP Code Telephone No. (include area code) St. Louis MO 63131 314 965-0555 (hl Inrlicafa tha n~mc m~ilinn ~rirlrncc ~n`I }clnnhnnn nnm-.or i.f ne~.ni... a........~.,..a a ..«...- s~._- . ._s____ i_ Name of contact person (list last name first) Mark E. Brown Firm or company name (if any) Charter Communications, Inc. Mailing street address or P.O. Box 11720 Amber Park Drive, Suite 160 City State ZIP Code Telephone No. (include area code) Alpharetta GA 30009 (770)754-5269/Fax (678) 893-5980 E-Mail: charter394 chartercom.com (c) Attach as an Exhibit the name, mailing address, and telephone number of each additional person Exhibit No. who should be contacted, if any. N/A d) Indicate the address where the system's records will be maintained Street address 12405 Powerscourt Drive or a re Tonal or area office as a ro riate City State ZIP Code St. Louis MO 63131 2. Indicate on an attached exhibit any plans to change the current terms and conditions of service and Exhibit No. operations of the system as a consequence of the transaction for which approval is sought. 2 FCC 394 (Page 2) SECTION II. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS 1. Transferee/Assignee is: ® Corporation ^ Limited Partnership ^ General Partnership ^ Individual a. Jurisdiction of incorporation: Delaware d. Name and address of registered agent in jurisdiction: b. Date of incorporation: Corporation Service Company 07122/1999 2711 Centerville Road, Suite 400 Wilmington, DE 19808 c. For profit or not-for-profit: For profit a. Jurisdiction in which formed: c. Name and address of registered agent in jurisdiction: b. Date of formation: a. Jurisdiction whose laws govern formation: b. Date of formation: ^ Other. Describe in an Exhibit Exhibit No. 2. List the transferee/assignee, and, if the transferee/assignee is not a natural person, each of its officers, directors, stockholders beneficially holding more than 5% of the outstanding voting shares, general partners, and limited partners holding an equity interest of more than 5%. Use only one column for each individual or entity. Attach additional pages if necessary. (Read carefully- the lettered items below refer to corresponding lines in the following table.) (a) Name, residence, occupation or principal business, and principal place of business. (If other than an individual, also show name, address and citizenship of natural person authorized to vote the voting securities of the applicant that it holds.) List the applicant first, officers, next, then directors and, thereafter, remaining stockholders and/or partners. (b) Citizenship. (c) Relationship to the transferee/assignee (e.g., officer, director, etc.). (d) Number of shares or nature of partnership interest. (e) Number of votes. (f) Percentage of votes. (a) See Exhibit No. 3 (b) (c) (d) (e) (~ FCC 394 (Page 3) 3. If the applicant is a corporation or a limited partnership, is the transferee/assignee formed under the laws of, or duly qualified to transact business in, the State or other jurisdiction in which the system operates? If the answer is No, explain in an Exhibit. 4. Has the transferee/assignee had any interest in or in connection with an applicant which has been dismissed or denied by any franchise authority? If the answer if Yes, describe circumstances in an Exhibit. 5. Has an adverse finding been made or an adverse final action been taken by any court or administrative body with respect to the transferee/assignee in a civil, criminal or administrative proceeding, brought under the provisions of any law or regulation related to the following: any felony; revocation, suspension or involuntary transfer of any authorization (including cable franchises) to provide video programming services; mass media related antitrust or unfair competition; fraudulent statements to another government unit; or employment discrimination? If the answer is Yes, attach as an Exhibit a full description of the persons and matter(s) involved, including an identification of any court or administrative body and any proceeding (by dates and file numbers, if applicable), and the disposition of such proceeding.. 6. Are there any documents, instruments, contracts or understandings relating to ownership or future ownership rights with respect to any attributable interest as described in Question 2 (including, but not limited to, non-voting stock interests, beneficial stock ownership interests, options, warrants, debentures)? If Yes, provide particulars in an Exhibit. ® Yes ^ No Exhibit No. 4 ®Yes No ^ Exhibit No. 5 ® Yes ^ No Exhibit No. 6 ^ Yes ®No 7. Do documents, instruments, agreements or understandings for the pledge of stock of the ^Yes ^ No transferee/assignee, as security for loans or contractual performance, provide that: (a) voting rights will remain with the applicant, even in the event of default on the obligation; (b) in the event of default, there will be either a private or public sale of the stock; and (c) prior to the exercise of any ownership rights by a purchaser at a sale described in (b), any prior consent of the FCC and/or of the franchising authority, if required pursuant to federal, state or local law or pursuant to the terms of the franchise agreement will be obtained? If No, attach as an Exhibit a full explanation. Exhibit No. N/A SECTION III. TRANSFEREE'S/ASSIGNEE'S FINANCIAL QUALIFICATIONS 1. The transferee/assignee certifies that it has sufficient net liquid assets on hand or available from committed ®Yes ^ No resources to consummate the transaction and operate the facilities for three months. 2. Attach as an Exhibit the most recent financial statements, prepared in accordance with generally accepted Exhibit No. accounting principles, including a balance sheet and income statement for at least one full year, for the transferee/assignee or parent entity that has been prepared in the ordinary course of business, if any such financial statements are routinely prepared. Such statements, if not otherwise publicly available, may be ~ marked CONFIDENTIAL and will be maintained as confidential by the franchise authority and its agents to the extent permissible under focal law. SECTION IV. TRANSFEREE'S/ASSIGNEE'S TECHNICAL QUALIFICATIONS Set forth in an Exhibit a narrative account of the transferee's/assignee's technical qualifications, experience and Exhibit No. expertise regarding cable television systems, including, but not limited to, summary information about appropriate management personnel that will be involved in the system's management and operations. The $ transferee/assignee may, but need not, list a representative sample of cable system currently or formerly owned or operated. FCC 394 (Page 4) SECTION V -CERTIFICATIONS Part I -Transferor/Assignor All the statements made in the application and attached exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. I CERTIFY that the statements in this application are true, Signature complete and correct to the best of my knowledge and belief and are made in good faith. Date WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE April 17, 2009 PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, Print full name TITLE 18, SECTION 1001. Grier C. Raclin Check appropriate classification: ^ Individual ^ General Partner ®Corporate Officer ^ Other. Explain: Executive Vice President, General Counsel and Corporate Secretary Part II -Transferee/Assignee All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. The transferee/assignee certifies that he/she: (a) Has a current copy of the FCC's Rules governing cable television systems. (b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local ordinances and related regulations. (c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related regulations, and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure any violations thereof or defaults thereunder presently in effect or ongoing. I CERTIFY that the statements in this application are true, Signature complete and correct to the best of my knowledge and belief and ~ are made in good faith. .~~/~/ ''~'~ G Date WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE April 17, 2009 PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, Print full name TITLE 18, SECTION 1001. Grier C. Raclin Check appropriate classification: ^ Individual ^ General Partner ®Corporate Officer ^ Other. Explain: Executive Vice President, General Counsel and Corporate Secretary FCC 394 (Page 5)