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<br />SCHEDULE 1 <br />To <br /> <br />ASSIGNMENT AND ASSUMPTION AGREEMENT <br /> <br />AND <br /> <br />GUARANTEE OF ASSIGNEE'S OBLIGATIONS GUARANTEE <br /> <br />GUARANTEE, dated as of , 2005, made by TIME WARNER CABLE <br />INC., a Delaware corporation ("Guarantor"), in favor of the City of Santa Ana, California, <br />("Beneficiary"). <br /> <br />For good and valuable consideration, the receipt and sufficiency of which are hereby <br />acknowledged, and to induce Beneficiary to timely consent to the transfer of the cable <br />television franchise issued by Beneficiary and currently held by Adelphia Cablevision of <br />Santa Ana, LLC (the "Franchise") to Time Warner NY Cable LLC ("Transferee") in <br />accordance with the Federal Communications Commission Form 394 filed by <br />Transferee, Guarantor agrees as follows: <br /> <br />I. Interpretive Provisions. <br /> <br />A. The words "hereof," "herein" and "hereunder" and words of similar import, <br />when used in this Guarantee, shall refer to this Guarantee as a whole and <br />not to any particular provision of this Guarantee, and section and <br />paragraph references are to this Guarantee unless otherwise specified. <br /> <br />B. The meanings given to terms defined herein shall be equally applicable to <br />both the singular and plural forms of such terms. <br /> <br />II. Guarantee. <br /> <br />A. Effective upon the close of the asset purchase transaction, Guarantor <br />unconditionally and irrevocably guarantees to Beneficiary the timely and <br />complete performance of all Transferee obligations under the Franchise <br />(the "Guaranteed Obligations"). The Guarantee is an irrevocable, <br />absolute, continuing guarantee of payment and performance, and not a <br />guarantee of collection. If Transferee fails to pay any of its monetary <br />Guaranteed Obligations in full when due in accordance with the terms of <br />the Franchise, Guarantor will promptly pay the same to Beneficiary or <br />procure payment of same to Beneficiary. Anything herein to the contrary <br />notwithstanding, Guarantor shall be entitled to assert as a defense <br />hereunder any defense that is or would be available to Transferee under <br />the Franchise or otherwise. <br /> <br />B. This Guarantee shall remain in full force and effect until the earliest to <br />occur of: (i) performance in full of all Guaranteed Obligations at a time <br /> <br />Resolution No. 2005-092 <br />Page 7 of 10 <br />