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<br />(JWF 9/15/05) <br /> <br />RESOLUTION NO. 2005-092 <br />A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF <br />SANTA ANA CONDITIONALLY AUTHORIZING THE <br />ASSIGNMENT OF A CABLE TELEVISION FRANCHISE BY <br />ADELPHIA CABLEVISION OF SANTA ANA, LLC TO TIME <br />WARNER NY CABLE LLC, AN INDIRECT SUBSIDIARY OF <br />TIME WARNER CABLE INC. <br /> <br />BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS <br />FOLLOWS: <br /> <br />Section 1. The City Council of the City of Santa Ana hereby finds, determines and <br />declares as follows: <br /> <br />A. Adelphia Cablevision of Santa Ana, LLC ("Franchisee"), is the authorized holder <br />of a franchise ("Franchise") that authorizes the construction, operation, and <br />maintenance of a cable television system within the City of Santa Ana <br />("Franchise Authority"). <br /> <br />B. On April 20, 2005, Time Warner NY Cable LLC ("TWNY"), an indirect subsidiary <br />of Time Warner Cable Inc., and Comcast Corporation ("Comcast"), each entered <br />into separate definitive agreements to acquire, collectively, substantially all of the <br />assets of Adelphia Communications Corporation ("Adelphia") for a total of <br />$12.7 billion in cash (of which TWNY will pay $9.2 billion and Comcast will pay <br />the remaining $3.5 billion) and 16% of the common stock of Time Warner Cable <br />Inc. At the same time that Comcast and TWNY entered into the agreements to <br />purchase Adelphia's assets, Time Warner Cable Inc., Comcast, and their <br />respective subsidiaries also agreed to swap certain cable systems to enhance <br />their respective geographic clusters of subscribers ("Cable Swaps"). The asset <br />purchase transaction by TWNY that includes the City's cable franchise is not, <br />however, dependent upon the consummation of the Cable Swaps transaction, <br />nor upon certain redemption transactions whereby Time Warner Cable Inc., the <br />parent company of TWNY, will redeem Comcast's 17.9 percent equity interest in <br />Time Warner Cable Inc. in exchange for $1.9 billion in cash plus 100 percent of <br />the common stock of a Time Warner Cable subsidiary that will own cable <br />systems located in four states other than California. <br /> <br />C. On June 14, 2005, the Franchise Authority received from the Franchisee and <br />from Time Warner NY Cable LLC ("Transferee"), an application for the <br />assignment of the existing Franchise. This application included FCC Form 394 <br />titled "Application for Franchise Authority Consent to Assignment or Transfer of <br /> <br />55A-2 <br /> <br />Resolution No. 2005-092 <br />Page 1 of 11 <br /> <br />