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<br />EXHIBIT A <br /> <br />ASSIGNMENT AND ASSUMPTION AGREEMENT <br />AND <br />GUARANTEE OF ASSIGNEE'S OBLIGATIONS <br /> <br />(CABLE TELEVISION FRANCHISE AGREEMENT) <br /> <br />THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is <br />entered into this day of , 2005, between Adelphia Cablevision <br />of Santa Ana, LLC, a Delaware limited liability company ("Assignor"), Time Warner NY <br />Cable LLC, a Delaware limited liability company ("Assignee"), and the City of Santa <br />Ana, a charter city and municipal corporation organized and existing under the <br />Constitution and laws of the State of California ("Franchise Authority"). <br /> <br />RECITALS: <br /> <br />A. Assignor is the authorized holder of a franchise that authorizes the <br />construction, operation, and maintenance of a cable television system within the City of <br />Santa Ana, California. <br /> <br />B. Subject to the prior consent of the Franchise Authority, Assignor <br />desires to assign to Assignee, and Assignee desires to assume, effective as of the <br />closing of the asset purchase transaction described in the FCC Form 394 as filed with <br />the Franchise Authority on June 14, 2005 (the "Closing"), all rights, duties, and <br />obligations under the cable television franchise agreement between the Franchise <br />Authority and the Assignor ("Franchise Agreement") as it currently exists or as it may be <br />modified or superseded by the parties prior to the Closing. As used in this Agreement, <br />the term "Franchise Agreement" specifically includes the Settlement Agreement dated <br />June 14, 2005, and all executory obligations of Assignor thereunder that exist as of the <br />Closing of the asset purchase transaction. <br /> <br />THE PARTIES AGREE AS FOLLOWS: <br /> <br />1. Effective as of the Closing, Assignor assigns and transfers to <br />Assignee all of Assignor's rights, duties, and obligations under the Franchise <br />Agreement. <br /> <br />2. Effective as of and contingent upon the occurrence of the Closing, <br />Assignee covenants and agrees with Assignor and with the Franchise Authority to <br />assume all rights and to assume and perform all duties and obligations of the Assignor <br />under the Franchise Agreement, including all duties and obligations arising prior to the <br />Closing. <br /> <br />3. Franchise Authority consents to the assignment and transfer by <br />Assignor to Assignee of all rights, duties, and obligations specified in the Franchise <br />Agreement, contingent upon the execution by Time Warner Cable Inc., as guarantor, of <br />the "Guarantee of Assignee's Obligations" that is attached as Schedule 1 to this <br />Agreement. <br /> <br />Resolution No. 2005-092 <br />Page 5 of 11 <br /> <br />55A-6 <br />