The URL can be used to link to this page

Home My WebLink About1999-60 Transfer Falcon/CharterRESOLUTION NO. 99- (~ 0 A RESOLUTION CONSENTING TO THE TRANSFER OF CONTROL OF FALCON CABLE SYSTEMS COMPANY II, L.P., TO CHARTER COMMUNICATIONS HOLDING COMPANY, LLC., WITH CONDITIONS Recitals: A. Falcon Cable Systems Company II, L.P. (Falcon II), as one of the city's cable franchisees, has requested the City to consent to the transfer of control of Falcon Communications, L.P., a general partner of Falcon II, to Charter Communications Holding Company, LLC (Charter). Charter is an affiliate of Charter Communications, Inc. and has entered into a Purchase and Contribution Agreement dated May 26, 1999. Under this agreement, Charter will acquire control of Falcon Communications, L.P. B. The evidence submitted to the City by Falcon II and Charter establish that Charter and its corporate family, including Charter Communications, Inc. and CC VII, LLC, have the requisite legal, technical, and financial qualifications to own and operate the Falcon II cable system in Ashland. C. The City is willing to consent to the transfer of control, so long as Charter, on whom the City is relying as having the requisite legal, technical, and financial qualifications to own and operate the Falcon II cable system, is ultimately and directly responsible to the City for the operation of the system in accord with the franchise. THE CITY OF ASHLAND RESOLVES AS FOLLOWS: SECTION 1. City confirms that the franchise held by Falcon II is in full force and effect and that Falcon II is in material compliance with the franchise except that it is the city's position that Falcon II is required, but has failed, to obtain a telecommunications franchise from City for the internet services offered by Falcon II. Consent by City to the transfer of control in this transaction is not to be construed as a waiver of any rights by City against Falcon II for violation of the City's telecommunications ordinance nor is the acceptance of this resolution by Charter to be deemed in anyway an agreement that Falcon II is in violation of its franchise for failure to obtain a telecommunications franchise. SECTION 2. The City consents to the transfer of control, subject to the condition that Charter will, within 30 days after the passage of this resolution, file with the City Recorder a written acceptance of this resolution executed by Charter in the form attached as Exhibit A. Consent is also subject to the condition that Falcon II continue to negotiate in good faith an agreement with US West for the use of poles jointly owned by US West and the City. SECTION 3. Acceptance by Charter is contingent upon final closing of the transfer of control. Such acceptance must otherwise be unqualified and will be construed to be an acceptance of all the terms, conditions and restrictions contained in this resolution, except that City acknowledges, but does not agree with, Charter's position that provision of internet services is a cable service not a telecommunications service. PAGE 1 -RESOLUTION (F:\USER\PAUL\Telecommunications\Cable\Falcon to Charter consent resolution.wpd) SECTION 4. Charter, by executing and filing the acceptance, guarantees individually and severally the performance by Falcon II of all of Falcon II's obligations under the franchise and agrees to perform those obligations on Falcon II's behalf, if so ordered by the city council, in the event Falcon II for any reason fails to perform them. By executing and filing the acceptance, Charter also affirms that Falcon II will pay its franchise fee based on revenues included from internet services. SECTION 5. In the event of a failure on the part of Charter to file the written acceptance within the 30-day period, the City's consent will be deemed to be refused on the ground that Falcon II and Charter have not demonstrated that the entity that will be responsible to the City, following the transfer, will have the requisite legal, technical, and financial qualifications to own and operate the Falcon II cable system. SECTION 6. In the event Charter fails to file the written acceptance within the 30-day period, such failure will constitute an abandonment and rejection of the rights and privileges conferred under this resolution. SECTION 7. Charter may: (a) assign or transfer the rights in the Falcon II cable system between affiliates of Charter to a parent, subsidiary or affiliate of Charter; (b) restructure debt or change the ownership interests among existing equity participants in Charter or its affiliates; (c) pledge or grant a security interest to any lender 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 of any of Charter's affiliate companies in a transaction commonly known as an "initial public offering"; all without obtaining the consent of City, provided that Charter represent in writing to City 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 comply fully with the terms of the franchise. This resolution was read by title only in accordance with Ashland Municipal Code §~ PASSED and ADOPTED this/~7 day of Barbara Christensen, City Recorder SIGNED and APPROVED this ~0 day of (:22)~ ,1999. ,1999. Catherine M. Shaw, Mayor Paul Nolte City Attorney PAGE 2-RESOLUTION F:\USER\PAUL\Telecommunications\Cable\Falcon to Charter consent resolution.wpd) EXHIBIT A ACCEPTANCE OF RESOLUTION NO. 99- ¢,0 Charter Communications Holding Company, LLC, accepts City of Ashland's Resolution No. 99- (,, O. October / cj , 1999. By: Name: Title: PAGE 3-RESOLUTION (F:\USER\PAUL\Telecommunications\Cable\Falcon to Charter consent resolution,wpd) NS® November 8, 1999 VIA OVERNIGHT MAIL The Honorable Catherine M. Shaw, Mayor City of Ashland 2 East Main Street Ashland, OR 97520 Re: Charter/Falcon Form 394 Dear Mayor Shaw: Per the City's request, enclosed please find an executed original of Exhibit A, Acceptance of Resolution No. 99-60, by Charter Communications Holding Company, LLC, with respect to the above-referenced transaction. Sincerely / M. Celeste Vossmeyer Vice President - Government Relations MCV/tmt Enclosure Howard Gan Susan Flynn 124,44 Powerscourt Drive · Suite 100 · St. Louis, Missouri · 631313660 www. chartercom.conl · tel: 314.965.0555 · fax: 314.965.6640 ORIGINAL RESOLUTION NO. 99- ~ 0 A RESOLUTION CONSENTING TO THE TRANSFER OF CONTROL OF FALCON CABLE SYSTEMS COMPANY II, Lla., TO CHARTER COMMUNICATIONS HOLDING COMPANY, LLC., WITH CONDITIONS Recitals: A. Falcon Cable Systems Company II, L.P. (Falcon It), as one of the city's cable franchi.sees, has requested the City to consent to the transfer of control of Falcon Communications, LP., a general partner of Falcon II, to Charter Communications Holding Company, LLC (Charter). Charter is an affiliate of Charter Communications, Inc. and has entered into a PurGhase and Contribution Agreement dated May 26. 1 909. Under this agreement, Charter will acquire control of Falcon Communications, L.P. B. The evidence submitted to the C~ty by Falcon I! and Charter establish that Charter and its corporate fam~y, including Charter Communications, Inc. and CC VII. LLC, have the requisite legal, technical, and financial qualifications to own and operate the Falcon FI cable system in Ashland. C, The City is willing to consent to the transfer of control, so long as Charter, on whom the City is relying as having the requisite legal, technical, and ~nandal qualifications to own and operate the Falcon II cable system, is ultimately and directly responsible to the City for the operation of the system in accord with the franchise. THE CITY OF ASHLAND RESOLVES AS FOLLOWS: SECTION 1. City confirms that the franchise held by Falcon !1 is in full I'orce and effect and that Falcon II is in material compliance with the franchise except that it is the dty's position that Falcon II is required, but has failed, to obtain a telecommunications franchise from City for the intomet services offered by Falcor~ II. Consent by City to the transfer of control in this transaction is not to be construed as a waiver of any fights by City against Falcon It for violation of the Citys telecommunicatjons ordinance nor is the acceptance of this resc31ution by Charter to be deemed in anyway an agreement that Falcor~ !1 is in violation of its franchise for failure tc obtain s telecommunications franchise. SECTION 2. The City consents to the transfer of co|ltrot, subject to the condition that Charter will, within 30 days after the passage of this resolution, file with the City Recorder a written acceptance of this resolution executed by Charter in the form attached as Exhibit A. Consent is also subject to the condition that Falcon I1 continue to negotiate Fn good faith an agreement with US West for the use of poles jointly owned by US West and the City. SECTION 3. Acceptance by Chatter is contingent ul~n final closing of the transfer of control. Such acceptance must otherwise be tjnqualified and will be construed to be an acceptance of all the terms, conditions and restrictions contained in this resolution, except that City acknowledges. but does not agree with, Charter's position that provision of interest services is a cable service not a telecommunications service. PAGE 1-RESOLUTION SE(:;_TION 4. Charter. by executing and filing the acceptance, guarantees individually and severally the performance by Falcon !1 Of all of Falcon !l's obligations under the franchise and agrees to perform those obligations on Falcon I['s behalf, if so ordered by the city council, in the event Falcon II for any reason fails to perform them. By executing and filing the acceptance, Charter also affirms that Falcon II will pay its franchise fee based on revenues included from intemet services. SFCTION 5. In the event of a failure on the part of Charter to file the written acceptance within the 30-day period, the Cfty's consent will be deemed to be refused on the ground that Farcen 1! and Charter have not demonstrated that the entity that will be respens~ble to the City, following the transfer, will have the requisite legal, technical, and financial qualifications to own and operate the Falcon fl cable system, SECTION 6. In the event Charter fails to file the wdtten acceptance within the 30-day peded, such failure w~ll constitute an abandonment and rejection of the rights and privileges conferred under this resolution. SECTION 7. Charter mar (a) assign or transfer the rights in the Falcon il cable system between affi{iates of Charter to a parent, subsidiary or affiliate of Charter;. (b) restructure debt or change the ownership interests among existing equity pa~cipants in Charter or its affiliates; (c) pledge or grant a secudty interest to any lender ol~ 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 olr any of Charter's affiliate companies in a transaction commonly known as an "initial public offering'; all without obtaining the consent of City, provided that Charter represent in writing to City 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 comply fully with the terms of the franchise. This resolution was read by title only in accordance with Ashland Municipal Code § .~ PASSED and ADOPTED this . Barbara Christensen. City Recorder SIGNED and APPROV~D this ¢~O day of (::~~ ,1999. Catherine M. Shaw, Mayor Paul Nolte City Ar~rney PAGE 2-t~ES OLUTI ON EXHIBIT A ACCEPTANCE OF RESOLUTION NO, 99- ~C? Charter Communications Holding Company, LLC, accepts City of Ashlend's Resolution No- 99- 60 _. N°~L 5 _, 1999. 'i Name: N. Ce].este Vossrneyer Titie: Vice Pres~,den~; - Covernmenl; Re]_at~_ons PAGE 3.-RESOLUTION