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(JWF 9/15/05) RESOLUTION NO. 2005-092 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CONDITIONALLY AUTHORIZING THE ASSIGNMENT OF A CABLE TELEVISION FRANCHISE BY ADELPHIA CABLEVISION OF SANTA ANA, LLC TO TIME WARNER NY CABLE LLC, AN INDIRECT SUBSIDIARY OF TIME WARNER CABLE INC. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. Adelphia Cablevision of Santa Ana, LLC ("Franchisee"), is the authorized holder of a franchise ("Franchise") that authorizes the construction, operation, and maintenance of a cable television system within the City of Santa Ana ("Franchise Authority"). B. On April 20, 2005, Time Warner NY Cable LLC ("TWNY"), an indirect subsidiary of Time Warner Cable Inc., and Comcast Corporation ("Comcas!"), each entered into separate definitive agreements to acquire, collectively, substantially all of the assets of Adelphia Communications Corporation ("Adelphia") for a total of $12.7 billion in cash (of which TWNY will pay $9.2 billion and Comcast will pay the remaining $3.5 billion) and 16% of the common stock of Time Warner Cable Inc. At the same time that Comcast and TWNY entered into the agreements to purchase Adelphia's assets, Time Warner Cable Inc., Comcast, and their respective subsidiaries also agreed to swap certain cable systems to enhance their respective geographic clusters of subscribers ("Cable Swaps"). The asset purchase transaction by TWNY that includes the City's cable franchise is not, however, dependent upon the consummation of the Cable Swaps transaction, nor upon certain redemption transactions whereby Time Warner Cable Inc., the parent company of TWNY, will redeem Comcast's 17.9 percent equity interest in Time Warner Cable Inc. in exchange for $1.9 billion in cash plus 100 percent of the common stock of a Time Warner Cable subsidiary that will own cable systems located in four states other than California. C. On June 14, 2005, the Franchise Authority received from the Franchisee and from Time Warner NY Cable LLC ("Transferee"), an application for the assignment of the existing Franchise. This application included FCC Form 394 titled "Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise." Supplemental information was provided to the Franchise Authority by the Transferee on July 25, 2005. Resolution No. 2005-092 Page 1 of 10