HomeMy WebLinkAbout9.a. Transfer of Control over FTTH Communications, LLC4ROSEMOUNTEXECUTIVE SUMMARY
CITY COUNCIL
City Council Meeting: January 19, 2010
AGENDA ITEM: Transfer of Control over FTTH
AGENDA SECTION:
Communications, LLC
New Business
PREPARED BY: Dwight Johnson, City Administrator,
Kim Lindquist, Community Development
AGENDA NO.
Director
ATTACHMENTS: Draft Resolution, Draft Ordinance, FCC
394 Transfer Application, Memo from
APPROVED BY:
Mark Ruff dated 1/8/10
RECOMMENDED ACTION: There are two actions required for transfer of FTTH
Communications, LLC and its Cable Franchise to Everest FTTH Acquisition, LLC:
Motion to Approve a Resolution Approving Transfer of FTTH Communications, LLC and its
Cable Franchise and System to Everest FTTH Acquisition, LLC;
And
Motion to Aperove an Ordinance Amending the FTTH Cable Franchise
DISCUSSION
The City of Rosemount was contacted by Rudder /FTTH some time ago indicating that they are
interested in selling the cable /telephone /internet service and would ultimately need a transfer of
the franchise agreement to a new entity. Rudder has been marketing the asset and has settled on a
buyer, Jeffrey Feldman, who is currently associated with EveresTV, Inc. Mr. Feldman has been
before the City Council at two meetings to discuss purchase and plans for future expansion of
subscribers and services within the City of Rosemount. The Council has questioned the ability to
receive more regular updates about subscribers, investments, and operational information about
the system. In review of the current Franchise Agreement, Section 7 permits the City to request
reports and maps relating to "operations, affairs, transactions or property, as they relate to the
System." Section 7 also recognizes that the City may require evaluation sessions, which are open to
the public, to discuss "application of new technologies, System performance, programming
offered, access channels, facilities and support, municipal uses of cable, customer complaints,
amendments to this Franchise, judicial rulings, FCC rulings, line extension policies and any other
topics the City and Grantee deem relevant." The opportunities afforded in the Franchise
requirements will allow the City access to desired information about the operations of the cable
system.
Staff has asked the City Attorney and financial consultant, Ehlers and Associates, to review the
application information. The Attorney had reviewed a previous draft application and asked for
modifications which are reflected in the application included in the council's packet. Ehlers
reviewed the financial information that was made available from Mr. Feldman regarding
EveresTV, Inc. Additionally they conducted a Dun and Bradstreet (D & B) review of EveresTV,
Inc. Their comments about the information are attached.
The first action item for the Council is a resolution approving the transfer of the cable franchise
and system to Everest FTTH Acquisition, LLC. There are several items to note in the resolution.
The resolution recognizes that the City Council adopted a resolution in July 2009 revoking the
Franchise, and extended the Franchise revocation until April 21, 2010 in order to give additional
time to work out purchase details. The resolution requires that the City consents to the transfer of
cable franchise so long as the closing of the purchase occurs prior to that April 21, 2010 deadline.
If the closing is not completed by April 21, 2010, the resolution indicates that the City's consent to
the transfer is void and it would be deemed that the City denied the transfer application and the
Franchise would be terminated.
The resolution also notes that the City waives its right of first refusal to purchase FTTH and its
system arising as a result of the transfer application. The resolution also preserves the City's rights
regarding any and all compliance matters involving the Franchise and the right to enforce the
Franchise.
The ordinance amending the Franchise is an attachment to the resolution but staff is requesting
the Council make a separate motion for its approval. The ordinance is consistent with the previous
information forwarded to the Council. The ordinance modifies the dates for particular aspects of
the PEG access, reduces the required letter of credit, and sets some benchmarking for future
buildout. The benchmarking sets unit goals but is not linked to a map or specific neighborhood
which is a departure from the previous franchise agreements.
RECOMMENDATION
Staff is recommending approval of the resolution allowing the transfer of the cable franchise and
its system to Everest FTTH Acquisition LLC, and also approval of an ordinance amending the
cable franchise.
CITY OF ROSEMOUNT, MINNESOTA
RESOLUTION
APPROVING TRANSFER OF FTTH COMMUNICATIONS, L.L.C.
AND ITS CABLE FRANCHISE AND SYSTEM
TO EVEREST FTTH ACQUISITION, LLC.
WHEREAS, the City of Rosemount ( "City ") granted a cable franchise to FTTH
Communications, L.L.C. ( "FTTH ") pursuant to Ordinance No. X1.23 ( "Franchise "); and
WHEREAS, FTTH currently operates a cable communications system ( "System ") in the City
pursuant to the Franchise; and
WHEREAS, Rudder Capital Corporation, a Minnesota corporation ( "Rudder "), holds 100% of
all issued and outstanding membership interests in FTTH; and
WHEREAS, on July 21, 2009, the City Council adopted Resolution No. 2009 -35 revoking the
Franchise effective October 19, 2009 due to FTTH's undisputed and acknowledged material
violations of the Franchise; and
WHEREAS, Rudder subsequently indicated that it was negotiating with a potential purchaser
and requested that the City extend the revocation date to allow additional time for continued
negotiation and submission of a franchise transfer application in conjunction with sale of the
System or FTTH; and
WHEREAS, on October 14, 2009, the City Council adopted Resolution No. 2009 -59 extending
the franchise revocation date to April 21, 2010, and reaffirming the prior Resolution in all other
respects; and
WHEREAS, FTTH and Everest FTTH Acquisition LLC, a Delaware limited liability company
( "Everest "), have filed a Federal Communications Commission Form 394 dated December 17,
2009 with the City, together with certain attachments (collectively "Transfer Application"); and
WHEREAS, the Transfer Application includes the Securities Purchase Agreement dated
December 1, 2009 by and between Rudder and Everest, and consented to by FTTH
( "Agreement "); and
WHEREAS, pursuant to the Agreement, Everest intends to acquire from Rudder all membership
interests in FTTH along with control over the System and Franchise; and
WHEREAS, pursuant to the Franchise, Rudder and Everest cannot complete the transaction
contemplated by the Agreement without the City's prior written consent; and
RJV- 266063v1
VS 105 -3
WHEREAS, pursuant to Resolution Nos. 2009 -35 and 2009 -59, the Franchise will be
terminated, null and void on April 21, 2010 unless the City withdraws revocation of Franchise
for material violations; and
WHEREAS, FTTH provides telephone and other telecommunications services under the
regulatory jurisdiction of the Minnesota Public Utilities Commission ( "MPUC "); and
WHEREAS, the transaction contemplated by the Agreement requires MPUC approval; and
WHEREAS, the MPUC has not yet approved the proposed transaction with respect to the
services under its jurisdiction; and
WHEREAS, the MPUC and City review the same or similar considerations, to wit: whether the
applicant has the financial, technical and legal/managerial capacity to operate; and
WHEREAS, prior to filing the Transfer Application, Everest indicated that it would request that
the City withdraw the revocation and agree to certain amendments to the Franchise including
specifically modification of the required build -out schedule; and
WHEREAS, the City has reviewed the Transfer Application and request to withdraw the
revocation and modify the Franchise; and
WHEREAS, in reliance upon the Transfer Application, the City will consent subject to the
conditions set forth in this Resolution.
NOW, THEREFORE, BE IT RESOLVED THAT the City consents to the transaction
described in the Transfer Application and withdraws the revocation, subject to the following
conditions:
1. FTTH and Everest shall be bound by the representations and understandings
reflected in the Transfer Application;
2. The City will enact certain Franchise amendments as indicated in Attachment 1
hereto;
3. Everest shall be bound by all applicable laws, codes and regulations and the
Franchise for the term thereof.
4. This consent shall continue until April 21, 2010 during which time the transaction
contemplated by the Transfer Application must close. Within ten (10) days of closing,
Everest shall provide written notice to the City.
5. All City fees, including PEG fees associated with the operations of the System
and required by the Franchise must be paid and deemed up to date prior to the transfer.
RJV- 218139v1
VS105 -4
BE IT RESOLVED FURTHER THAT the City waives its right of first refusal to purchase
FTTH and /or the System arising as a result of the Transfer Application.
BE IT RESOLVED FURTHER THAT by consenting herein, the City does not waive, and
expressly reserves, its rights regarding any and all compliance matters involving the Franchise
and the right to enforce the Franchise, and this consent shall not affect or impact the parties'
rights and obligations concerning Franchise renewal.
BE IT RESOLVED FURTHER THAT if any of the foregoing conditions are not met or
satisfied, the City's consent is void and the City shall been deemed to have denied the Transfer
Application and the Franchise shall terminate on April 21, 2010.
BE IT RESOLVED FURTHER THAT FTTH or Rudder will reimburse the City for its actual
legal fees incurred in review of the transfer, and related matters, in an amount not to exceed
$10,000.00.
BE IT RESOLVED FURTHER THAT Everest shall accept this Resolution, effective upon
closing, as provided below.
Adopted by the City Council of the City of Rosemount this day of .2010.
Mayor
ATTEST:
City Administrator
RJV- 218139v1
VS105 -4
ACCEPTANCE
The foregoing Resolution, the Franchise and all terms and conditions therein, and the
amendments to the Franchise noted, are expressly accepted and agreed to.
EVEREST FTTH ACQUISITION LLC,
a Delaware limited liability company
Its:
STATE OF NEW JERSEY )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this _ day of , 2010 by the
for
RJV- 218139v1
VS105-4
Notary Public
P"o--tA �
CITY OF ROSEMOUNT
COUNTY OF DAKOTA
STATE OF MINNESOTA
ORDINANCE NO.
AN ORDINANCE AMENDING THE FTTH CABLE FRANCHISE,
ORDINANCE NO. X1.31
THE CITY COUNCIL OF THE CITY OF ROSEMOUNT, MINNESOTA, ORDAINS as follows:
Section 1. Rosemount Ordinance No.XI.31, Section 6, paragraph 1 is amended as follows:
Public, Educational and Government Access.
d. Grantee will cable cast all PEG access programming produced by the City or City's
designee. The Grantee will maintain the live video feed from City Hall. In
addition, within 6 months of the franchise transfer the Grantee will begin cable
casting ISD 196 Channel 10 and will provide or obtain a live video feed or
connection from Apple Valley City Hall and cable cast PEG access programming
produced by the Apple Valley, Farmington Rosemount Cable Commission
including Rosemount /Dakota County Channel 22, Apple Valley /Farmington
Channel 16 and the public access channel produced by the Cable Commission.
Grantee shall present a plan and timetable for obtaining and cable casting Regional
Channel 6. Grantee shall be responsible for the cost of obtaining the foregoing
program feeds or connections, and the cost of any equipment necessary to cable
cast such programming.
Any PEG programming originated from FTTH facilities will be provided to all public
buildings
Section 2. Rosemount Ordinance No.XI.31, Section 8, paragraph 2 is amended as follows:
Letter of Credit.
a. At the time of acceptance of this Franchise, Grantee shall deliver to the City an
irrevocable and unconditional Letter of Credit, in form and substance acceptable to
the City, from a National or State bank approved by the City, in the amount of Ten
Thousand Dollars ($10,000.00). (Remainder unchanged]
Section 3. Rosemount Ordinance No. XI.31, Exhibit C is amended as follows:
EXHIBIT C
Exhibit C is a map showing the location of Grantee's system as constructed as of January 1,
2010.
The City and Grantee acknowledge that the Grantee has applied for necessary governmental
permits, licenses, certificates, and authorizations in order to construct a system serving the City
and that such system construction is underway as of the date of the granting of this franchise.
Grantee shall continue to apply for permits associated with work in specific portions of the
right -of -way as construction proceeds.
Energized trunk cable must be extended substantially throughout the Area depicted on Exhibit
B, and installation of an additional 800 dwelling units must be completed by December 31,
2011. Persons along the route of the energized cable must have individual drops as desired
during the same period of time. Thereafter, the system shall be extended throughout the
remainder of the City consistent with the Franchise and in accordance with Minnesota Statutes,
Section 238.084. Construction phases must result in a minimum of installations of
service to at least 500 new dwelling units per year after 2011 and the Rosemount
Business Park.
Upon completion of system construction, Grantee will extend its system and services in
accordance with Section 2.7 of the Franchise. The requirements herein may be waived by the
City upon occurrence of unforeseen events or acts of God. The City may only agree to such
modifications by amendment to this Franchise.
Section 4. Rosemount Ordinance No.XI.31, Exhibit B and deleted and replaced with the
following:
Insert new current service area map and future service area.
Section 5. This Ordinance shall be in effect following its passage and publication.
ADOPTED this day of 2010, by the City Council of the City of
Rosemount
ATTEST:
City Clerk
2
CITY OF ROSEMOUNT
William H. Droste, Mayor
CITY OF ROSEMOUNT
COUNTY OF DAKOTA
STATE OF MINNESOTA
ORDINANCE NO.
AN ORDINANCE AMENDING THE FTTH CABLE FRANCHISE,
ORDINANCE NO. XI.31
THE CITY COUNCIL OF THE CITY OF ROSEMOUNT, MINNESOTA, ORDAINS as follows:
Section 1. Rosemount Ordinance No.XI.31_, Section 6, paragraph 1 is amended as follows
(deletions shown as strikeouts, additions shown in bold/underline):
Public, Educational and Government Access.
d. Upon the Effee6ve Date ef tWs Fffm , Grantee will cable cast all PEG access
programming produced by the City or City's designee. VAdiia one yee& of
Eff-eefive ate of this FrmeWse, +The Grantee will maintain the alive
video feed from City Hall. In addition, , within 6
months of the franchise transfer the Grantee will begin cable casting ISD 196
Channel 10 and will provide or obtain a live video feed or connection from
Apple Valley City Hall and cable cast PEG access programming produced by
the Apple Valley, Farmington Rosemount Cable Commission including
Rosemount/Dakota County Channel 4-22, Apple Valley/Farmington Channel 16
and the Public access channel produced by the Cable Commission. On-e�
befer-e jamwy 1, 2 A9 Grantee shall present a plan and timetable for obtaining
and cable casting Regional Channel 6 and, to the e)aent eemmer-eial feasible
°m3i# °a by the ,.,,n+°.,+ °-A°, s) Publ ,, n eeess Channel 12. Grantee shall be
responsible for the cost of obtaining the foregoing program feeds or connections,
and the cost of any equipment necessary to cable cast such programming.
Any PEG programming originated from FTTH facilities will be provided to all
public buildings
Section 2. Rosemount Ordinance No. XI.31, Section 8, paragraph 2 is amended as follows
(deletions shown as strikeouts, additions shown in bold/underline):
Letter of Credit.
a. At the time of acceptance of this Franchise, Grantee shall deliver to the City an
irrevocable and unconditional Letter of Credit, in form and substance acceptable
to the City, from a National or State bank approved by the City, in the amount of
Sbaylen Thousand Dollars ($610,000.00). [Remainder unchanged]
Section 3. Rosemount Ordinance No. X1.31, Exhibit C is amended as follows (deletions shown
as strikeouts, additions shown in bold/underline):
EXHIBIT C
Exhibit B C is a map showing the location of Grantee's system as ouffe constructed as
of January 1, 2012, '
ebb g ,.,;tea i 2 and 3 and these per - ens of Area n eetk ,, the aem;...
The City and Grantee acknowledge that the Grantee has applied for necessary governmental
permits, licenses, certificates, and authorizations in order to construct a system serving the
City and that such system construction is underway as of the date of the granting of this
franchise. Grantee shall continue to apply for permits associated with work in specific
portions of the right -of -way as construction proceeds.
Energized trunk cable must be extended substantially throughout the Area 4-depicted on
Exhibit B, and all asseeiated system eens#uefie installation of an additional 800
dwelling units must be completed by December 31, 2AA8 2011;
eempleted by Deeeo 3 1, 2009; energized , ank able „s« be ex4en oa b t
. Persons along the route of the
energized cable must have individual drops as desired during the same period of time.
Thereafter, the system shall be extended throughout the remainder of the City
consistent with the Franchise and in accordance with Minnesota Statutes, Section
238.084,. Construction phases must result in a minimum of installations of
service to at least 500 new dwelling units per year after 2011 and the
Rosemount Business Park.
Speeifieally,
terahnique
by the
>
or- pr-eeess (1) supplied
Cffantee;
> aPA (3) that is not general!
kneyrin to,
diselestwe
and not being — •reacaazly aseeftuinable
of sueh maps.
t�- vy,wmpetit6rs
that
Upon completion of system construction in , Grantee will
extend its system and services in accordance with Section 2.7 of the Franchise. The
requirements herein may be waived by the City upon occurrence of unforeseen events or
acts of God. The City may only agree to such modifications by amendment to this
Franchise.
Section 4. Rosemount Ordinance No. XI.31, Exhibit B and deleted and replaced with the
following:
Insert new current service area may and future service area.
Section 5. This Ordinance shall be in effect following its passage and publication.
ADOPTED this day of , 2010, by the City Council of the City of
Rosemount.
ATTEST:
City Clerk
3
CITY OF ROSEMOUNT
William H. Droste, Mayor
401 EHLERS
LEADERS IM PUBLIC FINANCE
O To: Kim Lindquist, City of Rosemount
From: Mark Ruff, Ehlers & Associates
W Date: January 8, 2010
2 Subject: EveresTV
You have requested that we offer observations about the financial capacity of EversTV
(the "Company ") to undertake the cable franchise previously held by FTTH
Communications.
Our overall finding is that the Company is a small firm with low revenues (less than
$1 M in 2008), low outstanding debt (under $100,000 at the end of 2008) and without a
substantial history to determine strengths or weaknesses. Assets at the end of 2008
were listed as slightly more than $500,000.
Attached is a Dun and Bradstreet (D &B) report on the Company, as you requested.
The report demonstrates that there is only minimal data available on the Company.
The Company's credit quality recently jumped from the 20 percentile to the 73`d
percentile. It is not clear why the credit quality rating increased after an extended
period of time at a lower percentile. A likely explanation is that the Company paid off
a debt or a line of credit.
At this time, D &B ranks the firm's risk of payment delinquency as low to moderate.
The D &B report shows no outstanding judgments or lawsuits. While the volume of
information provided in the D &B report is limited, the greatest value in the report is
affirmation that the Company has not encountered serious legal or financial problems
while operating under this name.
We reviewed only the D &B report and the financial information provided by the
Company in the application to the City. We have not undertaken any independent
review of the Company or spoken with its principals. The Company's primary place
of business is New Jersey, therefore no regional public or private sector references are
available.
Please contact us with any questions or comments.
Federal Communications Commission
Washington, DC 20554
FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
SECTION I. GENERAL INFORMATION
Approved By OMB
3060 -0573
FOR FRANCHISE AUTHORITY USE ONLY
-. -DATE I 1 C'cl I 1 Community Unit Identification Number.
2. Application for: 0 Assignment of Franchise
Transfer of Control
3. Franchising Authority: °x p
4. Identify community where the syste nOlse that is the subject of the assignment or transfer of control Is located:
Assumed name used for doing business (if any)
vSe.
5. Date system Wis acquired or (for system's constructed by the transferor/assignor) the date on
City
which service was provided to the first subscriber In the franchise area:
0o (p
6. Proposed effective date of closing of the transaction assigning or transferring ownership of the
system to trans feree/assi nee:
I t 17010
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
Indirata thn namA- mallinn addraea and f.1- 6....e ..,,...its. -s 46- --- s---.
Exhib� No.
Legal name of Transteror /Assignor (if individual, list last name first)
,M (-
Assumed name used for doing business (if any)
Mailing street address or P.O. Box t�
al
TO Co ,ti,t ll 3' . 5'�c -3 c
City
State
ZIP Code
Telephone No. (include area code)
-2. a - Attach as an Exhibit a co of the contract or agreement that - - --
- _ O copy g provides for the assignment or - _ Exhibit No:
transfer of control (Including any exhibits or schedules thereto necessary in order to understand the A
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.
`� ■ .
Exhibft No.
FCC 394 (Page 1) September 19%
PART 11 - TRANSFEREE /ASSIGNEE
1.(a) Indicate the name, mailing address. and telephone number of the transferee /assignee.
Legal name of Transferee/Assignee (if individual, list last name first)
6tirm- + F -Ti-+� A cpi s,, 4o
Assumed name used for doing business (i any)
Mailing street address or P.O. Box
6W 4-A&
! -+- 4 L �
City i
ZIP Code
State
ZIP Code
�-a 24
Telephone No. (include area code).
7-,D 1 - 3 9 1 0 - 3 2
Indicate the name, mailing address, and telephone number of person to contact, if other than transferee/assignee. k-Nne. �'
Name of contact person (list last name first)
Firm or company name Of any)
Mailing street address or P.O. Box
City
State
ZIP Code
Telephone No. (Include area code)
(c) Attach as an Exhibit the name, mailing address, and telephone number of each additional person who Exhibit No.
should be contacted, if any. �e o t \ � �'+ ' �nz i5xav 4:vp DX, -56- 10
. (d) Indicate the address where the system's records will be maintained.
Street address
b 1i� su L w
city I ^ w State ZIP Code
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.
FCC 394 (Page 2) September 1996
SECTION Ii. TRANSFEREEVASSIGNEE'S LEGAL QUALIFICATIONS
1. Transferee /Assignee is:
E, Corporation
Limited Partnership
General Partnership
Individual
a. Jurisdiction of incorporation: d. Name and address of registered agent in
G jurisdiction:
b. Date of incorporation: Cv 1 T V\ Lt.(
c. For pro& or not - for -profit: 02�
a. Jurisdiction in which formed: C. Name and address of registered agent in
ludadiction:
b. Date of formation:
a. Jurisdiction whose laws govern formation: b. Date of formation:
Other. Describe in an Exhibit.
L. Exhibit No.
2. List the transferee/assignee, and, if the transfereelassignee 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 transfereelassignee (e.g., officer, director, etc.).
(d) Number of shares or nature of partnershhp interest.
(e) Number of votes.
(f ) Percentage of votes.
(a) 3aC �"I'r4ti tAc� ;c; %, LLt_
Eve.
�e�+t
Q
//
(Mi -_ 6:1- "ve br. L!`1
-OAC 6,KCAt 'kvt
W.'- (,):I J
(4, la,
(c) r -k e,.t 4,
tine. gµ
e -4-
(e)
�z)-c '
(f )
Kb Der SVrweLwl
FCC 394 (Page 3)
-jo-
c�►� ao�
V September 1996
3.
If the applicant is a corporation or a limited partnership, is the transfereelassignee formed under the
Yes n, No
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.
Exhibit No.
4.
Has the transfereelassignee had any interest in or in connection with an applicant which has been
0 Yes No
dismissed or denied by any franchise authority/?
If the answer Is Yes, describe circumstances In an Exhibit.
Exhibit No.
5.
Has an adverse finding been made or an adverse final action been taken by any court or
F1 Yes MLCJ, No
administrative body with respect to the transfereelassignee 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,
Exhibit No.
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 then; arty documents, instruments, contracts or understandings relating to ownership or future
Yes JR No
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.
7c.
Do documents, instruments, agreements or understandings for the pledge of stock of the
Yes E] No
transfereelassignee, 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.
SECTION III. TRANSFEREE'S /ASSIGNEE'S FINANCIAL QUALIFICATIONS
I .
The transfereelassignee certifies that it has sufficient net liquid assets on hand or available from
Yes F� No
committed 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
Exhibk No.
accepted accounting principals,, a balance sheet and income statement for at least one full
- I - °. 1
year, for the transfereelassignee 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 local 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 Exhibit No.
and 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
transfereelassignee may, but need not, list a representative sample of cable systems currently or formerly
owned or operated.
FCC 394 (Page 4) September 1996
01/03/2010 23:16 FAX 2019447469 EVERESTV
to 005/003
01x0 A01V "1 09 FAX 261SW4E9 EV£BESiy UOal005
l3 ti iqN V -
MR WIMCATIONS
Port I - YroeNlprpel/Wl w
Al tho aftwwb ffimb in 1ho npphooft aM a4 *dW guftb ara aamkw4d mob ow rspleaenbum. arKt an Itn !:*ltlhrs
ero a ""Mw po homw and am incavowed homin as it w od in "to on appimtirxt.
i t ti tF'{ &WIna dda mft ih 06 fps W6 bee, '^� •`
fie beet d aq►:�Dtwle�ggs and seMaf one �- '� `
%MUJ:V . KQM fr^Tmtrs 4MM On pis PMM AM
Fa'�*z � c k..l • �"�� E t. S
part ".1hharohmm"Oft
r trams M 64o ipadc�lat one g� us oa d �lriri ,i f,rl, ww dew b hLb
pN lwea! ated a1y Mobepq� taitrin as fed ael h>idi fn tie p�
Tna nw :aa@1Me tat �lich4C
1 Hra s am" of to imO'a Ado alWeio~
O e[ �
amid ow d off* appamxf % and 41ww spp wo D mu on a low
tr,� 1NM z s b C4t1p� M�ft1 tba lens otiht ehd sppMookle am **nor bad g a dh4mm d nirW
arat aAyct dta as, is pettpfy dA P �abl9, in bte apsre a�uont, r ifb►tllf om rra rmm& aaq►to an
y:VrlohMon. tAwarars �reundetpn.�ry>�, �aanpopg,
I CCkT" Mid to ommwa* bt f* appuowlrn so fths,
W"Wa and amatottobmdatAY brawkfta andmWWW
dta ewes h goad �irkh.
WI'.! M Film! I fAifaUiWV —
Mt#*"W Wf IgkS "MR iYaulwoa Irawat�r WR
�. U.S. ecaI M.,�,.
Imm 1f, Sao mpd 40ot._ - r^•�
Glrakap�apfMlle
Wvi?,l ' fNXk A ob. u a:
Fogx" 0*0 r, Oe�wiv tfDa