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Res 83-05 (' /"1 RESOLUTION NO. 83-05 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, APPROVING THE SALE AND ASSIGNMENT OF THE NATIONAL CABLE ACQUISITION ASSOCIATES, L.P. AND ADELPHIA CABLE PARTNERS, L.P. ("ADELPHIA") CABLE TELEVISION FRANCHISES ("FRANCHISES"), TO CABLE HOLDCO EXCHANGE II, LLC ("CABLE HOLDCO II"), A SUBSIDIARY OF TIME WARNER NY CABLE LLC ("TWNY") AND THE TRANSFER OF CONTROL OF CABLE HOLDCO II FROM TIME WARNER CABLE INC. ("TWC") TO PARNASSOS, L.P. ("PARNASSOS"), A SUBSIDIARY OF COMCAST CORPORATION ("COMCAST"); OR, IN THE ALTERNATIVE DENYING THE CITY'S APPROVAL OF THE TRANSACTIONS DUE TO PROPOSED TRANSFEREE'S FAILURE TO COMPLY WITH CERTAIN CONDITIONS PRECEDENT WHEREAS, Adelphia is cw:rently in Chapter 11 bankruptcy proceedings, and as a result, desires to transfer its cable system and its franchise agreements, including the cable television franchises granted by the City; and WHEREAS, pursuant to an Asset Purchase Agreement dated April 20, 2005 between Adelphia and lWNY, the right to purchase the Adelphia cable system will be assigned by lWNY to a wholly owned subsidiary of lWNY, Cable Holdco II, which will purchase the cable system and Franchise (the "Adelphia Transaction"); and WHEREAS, pursuant to an Exchange Agreement dated April 20, 2005 between TWC and Comcast, control of the franchisee Cable Holdco Exchange II LLC will be transferred to Parnassos, a then 100 percent indirect subsidiary of Comcast (the "Exchange Transaction"); and WHEREAS, on June 16, 2005, the City of Delray Beach, Florida (the "City''), received two FCC 394 applications requesting the City to consent to the Adelphia Transaction and the Exchange Transaction and the proposed sale and assignment of the Adelphia cable television Franchises to Cable Holdco II, a subsidiary of lWNY, and the subsequent transfer of control of Cable Holdco II to Parnassos, a subsidiary of Comcast; and WHEREAS, pursuant to cable Ordinance No. 10-05 of the City of Delray Beach and the Adelphia Franchises granted thereunder, no such sale, assignment and transfer may occur without prior approval of the City Commission; and (' /') WHEREAS, pursuant to applicable federal law the City is required to take action to grant or deny the application within one hundred twenty (120) days of receipt or the application shall be automatically deemed approved; and WHEREAS, it is the City's intent to take any and all appropriate action to avoid any such automatic approval; and WHEREAS, the City has required that the Applicant fulfill the obligations of Ordinance No. 10-05 and the Franchises and provide information on the proposed transaction including details regarding the legal, financial, and technical qualifications of the Transferee and such other information as may be in the public interest; and WHEREAS, the City has relied on information provided by both the proposed Transferor and the Transferee; and WHEREAS, the City has required a written "Cable Franchise Transfer Agreement" from Adelphia, Cable Holdco II, lWNY, and Pamassos, a subsidiary of Comcast of the terms and conditions of this Resolution and the Franchise as a condition precedent to the adoption of this Resolution (Cable Franchise Transfer Agreement atrached hereto as Exhibit A); NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, THAT: Section 1. The City of Delray Beach hereby consents to the sale and assignment and contemporaneous transfer of the Adelphia cable television Franchises from Adelphia to Cable Holdco II a subsidiary of lWNY, and the subsequent change of control of Cable Holdco II from TWC to Pamassos, a subsidiary of Comcast, on the condition that within ten (10) business days of adoption of this Resolution by the City Commission, the City is in receipt of an executed Cable Franchise Transfer Agreement in the form atrached hereto. In the event the City does not receive the executed Cable Franchise Transfer Agreement within ten (10) business days, the condition precedent will not have been satisfied and this Resolution will act as a denial without waiving any of the City's rights pursuant to applicable federal law, thereby avoiding automatic approval. Section 2. The consent granted herein does not constitute and should not be construed to constitute a waiver or release of any obligations of Adelphia under the Cable Ordinance and the cable television Franchise granted pursuant to the Cable Ordinance, and transferred pursuant to Resolution 83-05, until such time and except to the extent that such obligations become the obligations of Transferee as a result of the transfer. -2- Resolution No. 83-05 (' /"1 Section 3. The consent granted herein does not constitute and should not be construed to constitute a waiver or release of any obligations of Cable Holdco II under the Cable Ordinance and the Franchise transferred pursuant to Resolution 83-05, except to the extent such obligations are satisfied by Adelphia. Section 4. The consent granted herein does not and should not be construed to constitute a waiver of any right of the City under and any applicable federal, state and local law including, but not limited to Ordinance No. 10-05 and the cable television Franchises; and further, this consent shall not prejudice the City's rights with respect to the enforcement, renewal or subsequent transfer of the cable television Franchises and any amendments thereto or agreements in connection therewith. Section 5. The consent granted herein is conditioned upon execution by all named parties of the Cable Franchise Transfer Agreement atrached hereto and incorporated herein as Exhibit A. Section 6. Notwithstanding anything to the contrary, if the City is not in receipt of the executed Cable Franchise Transfer Agreement in the form atrached hereto within the time frame required by Section 1 hereof, the City hereby denies the pending application to sell and assign the cable franchise currently held by Adelphia to Cable Holdco II, a subsidiary of 1WNY and the subsequent transfer of control of Cable Holdco II to Pamassos, a subsidiary of Comcast. Section 7. In the event of a denial of the pending application pursuant to Section 6 above nothing herein shall be deemed a waiver of the parties' right to re-submit said application to the City. Section 8. The City hereby reserves all of its rights pursuant to federal, state and local law including, but not limited to the rights in (a) the Franchise renewal process (b) the Franchise transfer process including, but not limited to, the right to act upon any application to sell, assign or otherwise transfer controlling ownership of the cable system; (c) the enforcement of the cw:rent Ordinance No. 10-05, and the current cable television Franchises and (d) any and all proceedings in connection with the Adelphia Bankruptcy including but not limited to the right to receive and dispute any cure notices issued pursuant to such proceedings. Section 9. The consent granted herein is subject to the Transferee's compliance with all other applicable legal requirements and the City does not waive and expressly reserves the right to enforce any non-compliance with the applicable Ordinance(s) and Franchise requirements that arise subsequent to the closing of the Adelphia Transaction and the Exchange Transaction. Section 10. This Resolution shall become effective upon the date of its adoption herein. - 3- Resolution No. 83-05 (' /') ~ PASSED AND ADOPTED in regular session this \ \ day of October, 2005. j)~l~ MAYOR ATTEST: ~-1'<\.. ct<~ ACTING CITY CLERK -4- Resolution No. 83-05 CABLE FRANCHISE TRANSFER AGREEMENT This CABLE FRANCHISE TRANSFER AGREEMENT (the "Transfer Agreement") is made and entered into on the~ day of ()c-lohe.e ,2005, by and among the City of Del ray Beach, Florida, a Florida municipal corporation (the "City"), and National Cable Acquisition Associates, L.P. and Adelphia Cable Partners, L.P., ("Adelphia"), Cable Holdco Exchange II LLC ("Cable Holdco II"), Time Warner NY Cable LLC ("TWNY"), and Parnassos, L.P. ("Parnassos"), a subsidiary of Comcast Corporation ("Comcast"). Adelphia, Cable Holdco II, TWNY and Parnassos may collectively be referred to herein as the "Companies". RECITALS WHEREAS, Adelphia currently holds a cable franchise (the "Fmnchise") from the City pursuant to that certain Franchise Agreement to provide cable services between the City and Adelphia (the "Franchise Agreement"), and subject to Ordinance No. 10-05 of the City Code (the "Cable Ordinance"), all of which documents, as any of them may lawfully be or may have been amended from time to time, are collectively referred to as the ("Franchise Documents") and WHEREAS, Adelphia is currently in Chapter II bankruptcy proceedings; and WHEREAS, pursuant to an Asset Purchase Agreement dated April 20, 2005 between Adelphia and TWNY (the "Asset Purchase Agreement"), Cable Holdco II, a subsidiary of TWNY will acquire the Franchise currently held by Adelphia and the cable system serving the City of Delray Beach (the "System") (the" Adelphia Transaction"); and WHEREAS, pursuant to an Exchange Agreement dated April 20, 2005 between Time Warner Cable Inc. ("TWC") and Corneas!, 100% of the equity securities in the Comcast subsidiary CAP Exchange I, LLC will be exchanged for 100% of the equity securities of Cable Holdco II whereby that entity will become a 100% indirect subsidiary of Comcast (the "Exchange Transaction"); and WHEREAS, the Franchise Agreement provides that the prior written consent of the City is required for the Adelphia Transaction and the Exchange Transaction (collectively the "proposed Transactions") and the Cable Ordinance provides that the Franchise Agreement shall not be assigned, transferred, sold or disposed of without the prior consent of the City as authorized by resolution of the City Commission; and WHEREAS, on or about June 10,2005, two FCC Form 394s were filed with the City requesting that the City consent to the Proposed Transactions (the "Transfer Application"); and WHEREAS, Cable Holdco II agrees to provide the City with a certification from Corneas!, certifying performance by Cable Holdco II of all of Cable Holdco II's obligations under the Franchise Documents, this Transfer Agreement, and the Resolution consistent with applicable law; and WHEREAS, Cable Holdco II agrees to provide the City with the insurance policies, performance and construction bonds required by the Franchise Agreement; and WHEREAS, Cable Holdco II has agreed to comply with the Franchise Documents consistent with applicable law from and after the consummation of the Proposed Transactions; and WHEREAS, relying on the representations contained in the Transfer Application, the City is willing to grant its consent to the Proposed Transactions and the assignment of the Franchise Agreement from Adelphia to Cable Holdco II and then the change of control of Cable Holdco II from TWC to Comcast, subject to the terms and conditions set forth herein; NOW, THEREFORE,'nrconsideration for the City's conseftt to the Proposed Transactions and.. subject to the terms and conditions of this Transfer Agreement and of the resolution of the City Commission of the City consenting to the Proposed Transactions and authorizing the Mayor of the City to consent to the Proposed Transactions and execute this Transfer Agreement (the "Transfer Resolution"), the parties hereto do hereby agree as follows: Section I. DEFINITIONS. For purposes of this Transfer Agreement, "Franchisee" shall mean Adelphia prior to the effective date of the Franchise transfer resulting from the consummation of the proposed Transactions, and Cable Holdco II on and after that date. Section 2. TRANSFER OF FRANCHISE. I. The foregoing recitals are true and correct and are incorporated herein by reference. 2. The City has consented through the Transfer Resolution, and the Mayor of the City by execution of this Transfer Agreement, to the proposed Transactions as specified in the Transfer Application and the assignment of the Franchise Agreement from Adelphia to TWNY subsidiary Cable Holdco II and the transfer of control of Cable Holdco II from TWC to Comcast, in consideration for the promises and performances of Adelphia, TWNY, Cable Holdco II, and Parnassos as expressed in this Transfer Agreement. 3. In accordance with the Franchise Agreement, within thirty (30) days of the effective date of the Franchise transfer and change of control resulting from the consummation of the Proposed Transactions, Cable Holdco II shall file with the City an executed copy of the final version ofthe Asset Purchase Agreement and Exchange Agreement, excluding the exhibits and schedules thereto. -2 - Section 3. ACCEPTANCE OF FRANCHISE OBLIGATIONS. I. The Franchisee hereby accepts, acknowledges and agrees that, upon the effective date of the Franchise transfer and change of control, resulting from the consummation of the Proposed Transactions, it will continue to be bound by all lawful commitments, duties, and obligations, present, continuing and future, of the Franchisee embodied in the Franchise Agreement and that the Proposed Transactions will have no effect on limiting or negating any such obligation. 2. The Franchisee shall ensure that all records pertaining to the Franchise, including but not limited to System map, call center reports and financial records, shall continue to be available to the City after the effective date of the Franchise transfer and change of control resulting from the consummation of the Proposed Transactions to the same extent such information was available to the City prior to the proposed Transactions. 3. Cable Holdco 1I shall execute and submit to the -Gty an Acceptanee {If FraDehise4ftsllbstantially'-' B. .- the form attached hereto as Exhibit A. The signed Acceptance of Franchise must be provided within thirty (30) days after the closing ofthe Proposed Transactions. 4. Cable Holdco II shall provide a certification in the form attached hereto as Exhibit B from Comcast, certifying performance by Cable Holdco II of all of Cable Holdco II's obligations under the Franchise Agreement and this Transfer Agreement. The signed certification must be provided within thirty (30) days after the closing ofthe Proposed Transactions. 5. Cable Holdco II shall obtain and file with the City an insurance certificate evidencing the insurance policies described in and required by the Franchise Agreement, and a performance and construction bond as described in and required by the Franchise Agreement, each of which shall be in effect as of the effective date of the Franchise transfer resulting from the consummation of the Proposed Transactions. Such documentation must be provided within thirty (30) days after the closing of the Proposed Transactions. Section 4. RESERVATION OF RIGHTS. l. The City reserves all rights not expressly granted in this Transfer Agreement, including without limitation those specified below. 2. The City waives none of its rights with respect to the Franchisee's compliance with the requirements set forth in the Franchise Agreement. 3. Neither this Transfer Agreement, nor any other action or omission by the City at or before the execution of this Transfer Agreement, shall be construed to grant the City's consent to any future transfer of the Franchise and/or the System, and/or any future change in ownership and/or control of Cable Holdco II, the Franchise and/or the System, whether or not any such transfer or change is contemplated in the Asset Purchase Agreement or elsewhere, or to mean that the City's consent to any future transaction is not required. The City's consent to the Proposed Transactions is limited solely to the transfer of the Franchise and the System from Adelphia to TWNY subsidiary - 3 - Cable Holdco II and the subsequent change of control of Cable Holdco II from TWC to Parnassos, a subsidiary of Comcast. 4. Any consent given by the City to the Proposed Transactions is made without prejudice to, or waiver of, the City's right to investigate and take into account any lawful considerations during any future Franchise renewal or transfer process. 5. This Transfer Agreement does not affect and shall not be construed to affect the rights and lawful authority of the City to regulate or authorize, by ordinance, license or otherwise, use of the public rights-of-way for purposes other than for cable service. Section 5. NO EFFECT ON RATES. The Companies represent and warrant that neither the Proposed Transactions nor this Transfer Agreement will result.in.any. increase in subscriber rates for basic cable service. Section 6. REPRESENTATIONS AND WARRANTIES. I. TWNY, Cable Holdco II and Parnassos each hereby represent and warrant that at the time of the execution of this Transfer Agreement: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (b) the Franchise Agreement and, assuming due execution hereof by the other parties hereto, this Transfer Agreement constitute legal, valid and binding obligations of such company enforceable in accordance with their terms, consistent with applicable law; (c) the execution and delivery of, and performance by such company under, this Transfer Agreement, and the Franchise Agreement, where applicable, are within such company's power and authority without the joinder or consent of any other party and have been duly authorized by all requisite company action on the part of such company and are not in contravention of such Company's partnership agreement, charter, bylaws and/or other organizational documents; and (d) no representation made to the City by such company is incomplete, untrue or inaccurate in any material respect. 2. Parnassos represents and warrants that neither the Proposed Transactions nor this Transfer Agreement will adversely affect the ability of Cable Holdco II to meet the requirements of the Franchise Agreement, or to meet the City's future cable-related needs and interests in a renewal Franchise. 3. TWNY, Cable Holdco II and Parnassos represent and warrant that the Proposed Transactions will not have any adverse financial effect on the System, or adversely affect performance. 4. Parnassos represents and warrants that upon the effective date of the Franchise transfer and change of control resulting from the consummation of the Proposed Transactions, Cable Holdco II's financial qualifications will be such as shall enable it to maintain and operate the System in the City of Del ray Beach. 5. Parnassos represents and warrants that the Proposed Transactions will not in any respect reduce the quality of customer service in the City of Delray Beach. -4- 6. Parnassos represents and warrants that the Proposed Transactions will not reduce the quality of existing System maintenance or repair. Section 7. INDEMNIFICATION. I. Adelphia, TWNY, Cable Holdco II and Parnassos each agree to indemnify and hold the City harmless against any loss, claim, damage, liability or expense (including, without limitation, reasonable attorneys' fees, whether at trial, on appeal or otherwise) caused by any representation or warranty made by that Company herein which is determined by a court of competent jurisdiction or by the parties to be untrue or inaccurate in any material respect. 2. Parnassos shall indemnify and hold the City harmless against any loss, claim, damage, liability or expense (including, without limitation, reasonable attorneys' fees, whether at trial, on appeal or otherwise) incurred by the City in connection with any action or proceeding commenced by a third party (not one of the parties to this Transfer Agreement) claiming or asserting any liability . of the City relating to or arising from the Proposed T_tion. or.this-'ffallsfur.Agreement... Section 8. ADDITIONAL CONDITIONS. Any City consent to the Proposed Transactions or the assignment or change of control of the Franchise Agreement provided for in this Transfer Agreement, the Transfer Resolution or elsewhere, shall be voidable by the City in the event of the failure of the occurrence of any of the following conditions: a. The acquisition of the Franchise and the System by Comcast and the closing of the Proposed Transactions shall be on terms that are in all material respects substantially similar to the terms disclosed to the City in the Transfer Application; and b. The City shall have received an executed certification from Cable Holdco as provided in Section 3.4 of this Transfer Agreement within thirty (30) days after the closing of the proposed Transactions; and c. The City shall have received an executed Acceptance of Franchise from Cable Holdco II as provided in Section 3.3 of this Transfer Agreement within thirty (30) days after the closing of the Proposed Transactions; and d. Cable Holdco II shall have obtained and filed with the City an insurance certificate and performance and construction bonds described in and required by the Franchise Agreement, as provided in Section 3.5 of this Transfer Agreement, within fifteen (15) days after the closing of the Proposed Transactions; and e. This Transfer Agreement shall have been executed by all of the parties hereto on or before October 25, 2005. In the event that the conditions set forth herein are not satisfied, Adelphia, TWNY, Cable Holdco II and Parnassos acknowledge that this consent is considered null and void. - 5- Section 9. BREACHES. Any breach ofthis Transfer Agreement, including, but not limited to, any representations and/or warranties contained in this Transfer Agreement that are found to be incomplete, untrue or inaccurate in any material respect, shall be deemed a breach of the Franchise Agreement and shall be subject to all remedies available for a breach of the Franchise Agreement, in addition to any other remedies the parties may have under this Transfer Agreement at law or equity. Section 10. MISCELLANEOUS PROVISIONS. l. EFFECTIVE DATE. This Transfer Agreement shall be effective and binding upon the parties hereto once it has been signed by all the parties hereto. 2. BINDING ACCEPTANCE. This Transfer Agreement shall bind and benefit the parties hereto and their respective heirs, beneficiaries, administrators, executors, receivers, trustees, successors and assign.,-and the pt'6ffiises and obligations herein shall survive the expiration date-hereof. Any purported assignment of this Transfer Agreement is void without the express written consent of the parties hereto. 3. VOLUNTARY AGREEMENT. This Transfer Agreement is freely and voluntarily given by each party, without any duress or coercion, and after each party has consulted with its counsel. Each party has carefully and completely read all of the terms and provisions of this Transfer Agreement. Neither any of the Companies, nor any of their affiliates, nor the City, will take any action to challenge any provision of this Transfer Agreement; nor will they participate with any other person or entity in any such challenge. 4. SEVERABILITY. If any term, condition or provision of this Transfer Agreement shall, to any extent, be held to be invalid, preempted or unenforceable, the remainder hereof shall be valid in all other respects and continue to be effective. 5. COUNTERPARTS. This Transfer Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original copy, and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart. 6. CONFORMING AMENDMENTS TO FRANCHISE AGREEMENT. Parnassos agrees to accept mutually agreed upon amendments to the Franchise Agreement to the extent necessary to reflect the Proposed Transactions or the provisions of this Transfer Agreement. 7. GOVERNING LAW. This Transfer Agreement shall be deemed to be executed in the City of Delray Beach, Florida, and shall be governed and construed in all respects by the laws of the State of Florida and applicable federal law. 8. CAPTIONS AND REFERENCES. The captions and headings of sections throughout this Transfer Agreement are intended solely to facilitate reading and reference to the sections and provisions of this Transfer Agreement. Such captions and headings shall not affect the meaning or interpretation of this Transfer Agreement. -6- IN WITNESS WHEREOF, the parties hereto have caused this Transfer Agreement to be executed at the place and on the day hereinabove first written. The execution of this document was authorized by Resolution No. '7.l~~:)". AGREED TO BY THE PARTIES: 'Co;), . O~- Date BE CH, FLORIDA APPROVED AS TO FORM AND LEGALITY: \.. \\....-.r::::- Office of tlte-City Attorney NATIONAL CABLE ACQUISITION ASSOCIATES, L.P., ("ADELPHIA") By: Date ADELPHIA CABLE PARTNERS, L.P. ("ADELPHIA") By: Date J D- 2-0- D'S Date CABLE LLC By: As arent ofCabl H Ideo Ex han ell LLC followin the Adelohia Transacti COMCAST CABLE HOLDINGS, LLC By: Date As the General Partner of the General Partner of Parnassos. L.P.. the Darent of Cable Holdco Exchanee II LLC followine the Exchanee Transaction -7- IN WITNESS WHEREOF, the parties hereto have caused this Transfer Agreement to be executed at the place and on the day hereinabove first written. The execution of this document was authorized by Resolution No. n~o~ . AGREED TO BY THE PARTIES: I~ ~l\-()S' Date H, FLORIDA By: APPROVED AS TO FORM AND LEGALITY: 0.. ,- ~ Office of the City Attorney NATIONAL CABLE ACQUISITION ASSOCIATES, L.P., (" ELPHIA") IbJI1/11 ~ Date By: ~ ~ Date By: ADELP TIME WARNER NY CABLE LLC By: Date As Darent of Cable Holdco Exchanee II LLC followine the Adelohia Transaction COMCAST CABLE HOLDINGS, LLC By: Date As the General Partner of the General Partner ofParnassos. L.P.. the oarent of Cable Holdco Exchanee II LLC followine the Exchanee Transaction -7- IN WITNESS WHEREOF, the parties hereto have caused this Transfer Agreement to be executed at the place and on the day hereinabove first written. The execution of this document was authorized by Resolution No. EJ,-CS AGREED TO BY THE PARTIES: \()_~\_ ()-r Date By: , FLORIDA APPROVED AS TO FORM AND LEGALITY: .~~ Office of the City Attorney NATIONAL CABLE ACQUISITION ASSOCIATES, L.P., ("ADELPHIA") By: Date ADELPHIA CABLE PARTNERS, L.P. ("ADELPHIA") By: Date TIME WARNER NY CABLE LLC By: Date As Darent of Cable Holdco Exchanee II LLC followine the AdelDhia Transaction COMCAST ~ Date CABLE HOLDINGS, LLC <tly: 5~' ~ "S\,.....,\-.('t..w,\~"...\."~~"'\.~\>\~':::...~.,......,, .(-..o~cf'\~\- ~~\~~...:--;:. As the General Partner of the General Partner ofParnassos. L.P.. the Darent of Cable Holdco Exchanee II LLC followine the Exchane:e Transaction -7 - - 8- EXHIBIT A ACCEPTANCE OF FRANCmSE BY THE FRANCHISEE Upon closing of the Exchange Transaction, Cable Holdco Exchange II LLC, a subsidiary of Comcast Corporation (the "Franchisee") hereby accepts the franchise to operate and maintain a cable system in the City of Delray Beach (the "Franchise") pursuant to that certain Franchise Agreement to provide cable services between the City of Delray Beach, Florida (the "City") and National Cable Acquisition Associates, L.P. and Adelphia Cable Partners, L.P. ("Adelphia") (the "Franchise Agreement"). By this acceptance, the Franchisee agrees that it shall be bound by the terms and conditions of the Franchise Agreement, and subject to Ordinance No. I 0-05 of the City Code, and the Transfer Agreement among the City, Adelphia, Cable Holdco Exchange II LLC, Time Warner NY Cable LLC, and Parnassos, L.P., a subsidiary of Com cast Corporation (collectively, the "Franchise Documents"). By accepting the Franchise, the Franchisee further: (I) acknowledges and accepts the City's legal right to issue and enforce the Franchise Documents; (2) agrees that it will not oppose the City's intervention in any proceeding affecting the Franchise Documents or obligations thereunder; (3) accepts and agrees to comply with each and every provision of the Franchise Documents subject to applicable law; and (4) agrees that the Franchise, and the City's consent to the transfer thereof, was granted pursuant to processes and procedures consistent with applicable law, and that it will not raise any claim to the contrary . The Franchisee declares that it has carefully read all of the terms and conditions of the Franchise Documents, and accepts and agrees to abide by same subject to applicable law. The Franchisee is bound to maintain and operate a cable system under the terms, conditions and limitations set forth in the Franchise Documents and other applicable law, as of the time and date it files this written acceptance with the City. AGREED TO THIS DAY OF ,2005. Cable Holdco Exchange II LLC By: Its: -9 - ExmBIT B CERTIFICATION OF PERFORMANCE Comcast Corporation, as the ultimate parent entity of Cable Hold co Exchange II LLC upon the closing of the Exchange Transaction, certifies that it has sufficient financial resources as demonstrated in its Annual and Quarterly Reports to ensure that Cable Holdco Exchange II LLC operates the cable system serving the City in accordance with its franchise requirements. EXECUTED as of COMCAST CORPORATION By: Name: Title: Address: 1500 Market Street, 35"' Floor Philadelphia, P A 19102 Attention: General Counsel - 10- [ITY DF DELRRY BER[H CITY ATTORNEY'S OFFICE 'Illl t\\V 1>1 AVFt\IT' DFLRAY BEACH. FLORIDA 33444 rEI J-::PHO\IE: )(11 /2-1-.)-70l)()' FACSI\ll1.E: 5() 1/27H-4755 DELRAY BEACH ~ Ail-America City Write(s Direct Line: 561/243-7091 " III! DATE: MEMORANDUM October 6, 2005 1993 2001 TO: City Commission David Harden, City Manager ~~ Brian Shutt, Assistant City Attomey FROM: SUBJECT: Transfer of Cable Franchise from Adelphia to Comcast The attached resolution and transfer agreement provide for the transfer of the cable franchise from Adelphia to Comcast. Comcast shall be bound by all of the terms and conditions contained in the franchise agreement between the City and Adelphia and by the City's cable ordinance. The City's outside cable consultant, lIa Feld, Esq., has worked with Comcast and Adelphia in the preparation of the transfer agreement. Our office recommends that this item be placed on the October 11, 2005 City Commission agenda. Please call if you have any questions. Attachment cc: Chevelle Nubin, City Clerk ..*1 \\'1\ RESOLUTION NO. 83-05 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, APPROVING THE SALE AND ASSIGNMENT OF THE NATIONAL CABLE ACQUISITION ASSOCIATES, L.P. AND ADELPHIA CABLE PARTNERS, L.P. ("ADELPHIA") CABLE TELEVISION FRANCHISES ("FRANCHISES"), TO CABLE HOLDCO EXCHANGE II, LLC ("CABLE HOLDCO II"), A SUBSIDIARY OF TIME WARNER NY CABLE LLC ("TWNY") AND THE TRANSFER OF CONTROL OF CABLE HOLDCO II FROM TIME WARNER CABLE INC. ("TWC") TO PARNASSOS, L.P. ("PARNASSOS"), A SUBSIDIARY OF COMCAST CORPORATION ("COMCAST")j OR, IN THE ALTERNATIVE DENYING THE CITY'S APPROVAL OF THE TRANSACTIONS DUE TO PROPOSED TRANSFEREE'S FAILURE TO COMPLY WITH CERTAIN CONDITIONS PRECEDENT WHEREAS, Adelphia is currently in Chapter II bankruptcy proceedings, and as a result, desires to transfer its cable system and its franchise agreements, including the cable television franchises granted by the City; and WHEREAS, pursuant to an Asset Purchase Agreement dated April 20, 2005 between Adelphia and TWNY, the right to purchase the Adelphia cable system will be assigned by TWNY to a wholly owned subsidiary ofTWNY, Cable Holdco II, which will purchase the cable system and Franchise (the "Adelphia Transaction"); and WHEREAS, pursuant to an Exchange Agreement dated April 20, 2005 between TWC and Comcast, control of the franchisee Cable Holdco Exchange II LLC will be transferred to Pamassos, a then 100 percent indirect subsidiary of Comcast (the "Exchange Transaction"); and WHEREAS, on June 16, 2005, the City of Delray Beach, Florida (the "City"), received two FCC 394 applications requesting the City to consent to the Adelphia Transaction and the Exchange Transaction and the proposed sale and assignment of the Adelphia cable television Franchises to Cable Holdco II, a subsidiary of TWNY, and the subsequent transfer of control of Cable Holdco II to Pamassos, a subsidiary of Comcast; and WHEREAS, pursuant to cable Ordinance No. 10-05 of the City of Delray Beach and the Adelphia Franchises granted thereunder, no such sale, assignment and transfer may occur without prior approval of the City Commission; and - 1 - WHEREAS, pursuant to applicable federal law the City is required to take action to grant or deny the application within one hundred twenty (120) days of receipt or the application shall be automatically deemed approved; and WHEREAS, it is the City's intent to take any and all appropriate action to avoid any such automatic approval; and WHEREAS, the City has required that the Applicant fulfill the obligations of Ordinance No. 10-05 and the Franchises and provide information on the proposed transaction including details regarding the legal, financial, and technical qualifications of the Transferee and such other information as may be in the public interest; and WHEREAS, the City has relied on information provided by both the proposed Transferor and the Transferee; and WHEREAS, the City has required a written "Cable Franchise Transfer Agreement" from Adelphia, Cable Holdco II, TWNY, and Pamassos, a subsidiary of Comcast of the terms and conditions of this Resolution and the Franchise as a condition precedent to the adoption of this Resolution (Cable Franchise Transfer Agreement attached hereto as Exhibit A); NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, THAT: Section 1. The City of Delray Beach hereby consents to the sale and assignment and contemporaneous transfer of the Adelphia cable television Franchises from Adelphia to Cable Holdco II a subsidiary ofTWNY, and the subsequent change of control of Cable Holdco II from TWC to Pamassos, a subsidiary of Comcast, on the condition that within ten (10) business days of adoption of this Resolution by the City Commission, the City is in receipt of an executed Cable Franchise Transfer Agreement in the form attached hereto. In the event the City does not receive the executed Cable Franchise Transfer Agreement within ten (10) business days, the condition precedent will not have been satisfied and this Resolution will act as a denial without waiving any of the City's rights pursuant to applicable federal law, thereby avoiding automatic approval. Section 2. The consent granted herein does not constitute and should not be construed to constitute a waiver or release of any obligations of Adelphia under the Cable Ordinance and the cable television Franchise granted pursuant to the Cable Ordinance, and transferred pursuant to Resolution 83-05, until such time and except to the extent that such obligations become the obligations of Transferee as a result of the transfer. -2- Section 3. The consent granted herein does not constitute and should not be construed to constitute a waiver or release of any obligations of Cable Holdco II under the Cable Ordinance and the Franchise transferred pursuant to Resolution 83-05, except to the extent such obligations are satisfied by Adelphia. Section 4. The consent granted herein does not and should not be construed to constitute a waiver of any right of the City under and any applicable federal, state and local law including, but not limited to Ordinance No. 10-05 and the cable television Franchises; and further, this consent shall not prejudice the City's rights with respect to the enforcement, renewal or subsequent transfer of the cable television Franchises and any amendments thereto or agreements in connection therewith. Section 5. The consent granted herein is conditioned upon execution by all named parties of the Cable Franchise Transfer Agreement attached hereto and incorporated herein as Exhibit A. Section 6. Notwithstanding anything to the contrary, if the City is not in receipt of the executed Cable Franchise Transfer Agreement in the form attached hereto within the timeframe required by Section I hereof, the City hereby denies the pending application to sell and assign the cable franchise currently held by Adelphia to Cable Holdco II, a subsidiary of TWNY and the subsequent transfer of control of Cable Holdco II to Pamassos, a subsidiary of Comcast. Section 7. In the event of a denial of the pending application pursuant to Section 6 above nothing herein shall be deemed a waiver of the parties' right to re-submit said application to the City. Section 8. The City hereby reserves all of its rights pursuant to federal, state and local law including, but not limited to the rights in (a) the Franchise renewal process (b) the Franchise transfer process including, but not limited to, the right to act upon any application to sell, assign or otherwise transfer controlling ownership of the cable system; (c) the enforcement of the current Ordinance No. 10-05, and the current cable television Franchises and (d) any and all proceedings in connection with the Adelphia Bankruptcy including but not limited to the right to receive and dispute any cure notices issued pursuant to such proceedings. Section 9. The consent granted herein is subject to the Transferee's compliance with all other applicable legal requirements and the City does not waive and expressly reserves the right to enforce any non-compliance with the applicable Ordinance(s) and Franchise requirements that arise subsequent to the closing of the Adelphia Transaction and the Exchange Transaction. Section 10. adoption herein. This Resolution shall become effective upon the date of its - 3 - PASSED AND ADOPTED in regular session this day of October, 2005. ATTEST: CITY CLERK - 4- MAYOR CABLE FRANCmSE TRANSFER AGREEMENT This CABLE FRANCHISE TRANSFER AGREEMENT (the "Transfer Agreement") is made and entered into on the _ day of ,2005, by and among the City of Delray Beach, Florida, a Florida municipal corporation (the "City"), and National Cable Acquisition Associates, L.P. and Adelphia Cable Partners, L.P., ("Adelphia"), Cable Holdco Exchange II LLC ("Cable Holdco II"), Time Warner NY Cable LLC ("TWNY"), and Pamassos, L.P. ("Parnassos"), a subsidiary of Comcast Corporation ("Comcast"). Adelphia, Cable Holdco II, TWNY and Pamassos may collectively be referred to herein as the "Companies". RECITALS WHEREAS, Adelphia currently holds a cable franchise (the "Franchise") from the City pursuant to that certain Franchise Agreement to provide cable services between the City and Adelphia (the "Franchise Agreement"), and subject to Ordinance No. 10-05 of the City Code (the "Cable Ordinance"), all of which documents, as any of them may lawfully be or may have been amended from time to time, are collectively referred to as the ("Franchise Documents") and WHEREAS, Adelphia is currently in Chapter 11 bankruptcy proceedings; and WHEREAS, pursuant to an Asset Purchase Agreement dated April 20, 2005 between Adelphia and TWNY (the "Asset Purchase Agreement"), Cable Holdco II, a subsidiary ofTWNY will acquire the Franchise currently held by Adelphia and the cable system serving the City of Delray Beach (the "System") (the "Adelphia Transaction"); and WHEREAS, pursuant to an Exchange Agreement dated April 20, 2005 between Time Warner Cable Inc. ("TWC") and Comcast, 100% of the equity securities in the Comcast subsidiary CAP Exchange I, LLC will be exchanged for 100% of the equity securities of Cable Holdco II whereby that entity will become a 100% indirect subsidiary of Com cast (the "Exchange Transaction"); and WHEREAS, the Franchise Agreement provides that the prior written consent of the City is required for the Adelphia Transaction and the Exchange Transaction (collectively the "Proposed Transactions") and the Cable Ordinance provides that the Franchise Agreement shall not be assigned, transferred, sold or disposed of without the prior consent of the City as authorized by resolution of the City Commission; and WHEREAS, on or about June 10,2005, two FCC Form 394s were filed with the City requesting that the City consent to the Proposed Transactions (the "Transfer Application"); and WHEREAS, Cable Holdco II agrees to provide the City with a certification from Comcast, certifying performance by Cable Holdco II of all of Cable Holdco II's obligations under the Franchise Documents, this Transfer Agreement, and the Resolution consistent with applicable law; and WHEREAS, Cable Holdco II agrees to provide the City with the insurance policies, performance and construction bonds required by the Franchise Agreement; and WHEREAS, Cable Holdco II has agreed to comply with the Franchise Documents consistent with applicable law from and after the consummation of the Proposed Transactions; and WHEREAS, relying on the representations contained in the Transfer Application, the City is willing to grant its consent to the Proposed Transactions and the assignment of the Franchise Agreement from Adelphia to Cable Holdco II and then the change of control of Cable Holdco II from TWC to Comcast, subject to the terms and conditions set forth herein; NOW, THEREFORE, in consideration for the City's consent to the Proposed Transactions and subject to the terms and conditions of this Transfer Agreement and of the resolution of the City Commission of the City consenting to the Proposed Transactions and authorizing the Mayor of the City to consent to the Proposed Transactions and execute this Transfer Agreement (the "Transfer Resolution"), the parties hereto do hereby agree as follows: Section 1. DEFINITIONS. For purposes of this Transfer Agreement, "Franchisee" shall mean Adelphia prior to the effective date of the Franchise transfer resulting from the consummation of the Proposed Transactions, and Cable Holdco II on and after that date. Section 2. TRANSFER OF FRANCmSE. 1. The foregoing recitals are true and correct and are incorporated herein by reference. 2. The City has consented through the Transfer Resolution, and the Mayor of the City by execution of this Transfer Agreement, to the Proposed Transactions as specified in the Transfer Application and the assignment of the Franchise Agreement from Adelphia to TWNY subsidiary Cable Holdco II and the transfer of control of Cable Holdco II from TWC to Comcast, in consideration for the promises and performances of Adelphia, TWNY, Cable Holdco II, and Pamassos as expressed in this Transfer Agreement. 3. In accordance with the Franchise Agreement, within thirty (30) days of the effective date of the Franchise transfer and change of control resulting from the consummation of the Proposed Transactions, Cable Holdco II shall file with the City an executed copy of the final version of the Asset Purchase Agreement and Exchange Agreement, excluding the exhibits and schedules thereto. -2- Section 3. ACCEPTANCE OF FRANcmSE OBLIGATIONS. 1. The Franchisee hereby accepts, acknowledges and agrees that, upon the effective date of the Franchise transfer and change of control, resulting from the consummation of the Proposed Transactions, it will continue to be bound by all lawful commitments, duties, and obligations, present, continuing and future, of the Franchisee embodied in the Franchise Agreement and that the Proposed Transactions will have no effect on limiting or negating any such obligation. 2. The Franchisee shall ensure that all records pertaining to the Franchise, including but not limited to System map, call center reports and financial records, shall continue to be available to the City after the effective date of the Franchise transfer and change of control resulting from the consummation of the Proposed Transactions to the same extent such information was available to the City prior to the Proposed Transactions. 3. Cable Holdco II shall execute and submit to the City an Acceptance of Franchise in substantially the form attached hereto as Exhibit A. The signed Acceptance of Franchise must be provided within thirty (30) days after the closing of the Proposed Transactions. 4. Cable Holdco II shall provide a certification in the form attached hereto as Exhibit B from Comcast, certifying performance by Cable Holdco II of all of Cable Holdco II's obligations under the Franchise Agreement and this Transfer Agreement. The signed certification must be provided within thirty (30) days after the closing of the Proposed Transactions. 5. Cable Holdco II shall obtain and file with the City an insurance certificate evidencing the insurance policies described in and required by the Franchise Agreement, and a performance and construction bond as described in and required by the Franchise Agreement, each of which shall be in effect as of the effective date of the Franchise transfer resulting from the consummation of the Proposed Transactions. Such documentation must be provided within thirty (30) days after the closing of the Proposed Transactions. Section 4. RESERVATION OF RIGHTS. 1. The City reserves all rights not expressly granted in this Transfer Agreement, including without limitation those specified below. 2. The City waives none of its rights with respect to the Franchisee's compliance with the requirements set forth in the Franchise Agreement. 3. Neither this Transfer Agreement, nor any other action or omission by the City at or before the execution of this Transfer Agreement, shall be construed to grant the City's consent to any future transfer of the Franchise and/or the System, and/or any future change in ownership and/or control of Cable Holdco II, the Franchise and/or the System, whether or not any such transfer or change is contemplated in the Asset Purchase Agreement or elsewhere, or to mean that the City's consent to any future transaction is not required. The City's consent to the Proposed Transactions is limited solely to the transfer of the Franchise and the System from Adelphia to TWNY subsidiary - 3 - Cable Holdco II and the subsequent change of control of Cable Holdco II from TWC to Pamassos, a subsidiary of Comcast. 4. Any consent given by the City to the Proposed Transactions is made without prejudice to, or waiver of, the City's right to investigate and take into account any lawful considerations during any future Franchise renewal or transfer process. 5. This Transfer Agreement does not affect and shall not be construed to affect the rights and lawful authority of the City to regulate or authorize, by ordinance, license or otherwise, use of the public rights-of-way for purposes other than for cable service. Section 5. NO EFFECT ON RATES. The Companies represent and warrant that neither the Proposed Transactions nor this Transfer Agreement will result in any increase in subscriber rates for basic cable service. Section 6. REPRESENTATIONS AND WARRANTIES. 1. TWNY, Cable Holdco II and Parnassos each hereby represent and warrant that at the time of the execution of this Transfer Agreement: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (b) the Franchise Agreement and, assuming due execution hereof by the other parties hereto, this Transfer Agreement constitute legal, valid and binding obligations of such company enforceable in accordance with their terms, consistent with applicable law; (c) the execution and delivery of, and performance by such company under, this Transfer Agreement, and the Franchise Agreement, where applicable, are within such company's power and authority without the joinder or consent of any other party and have been duly authorized by all requisite company action on the part of such company and are not in contravention of such Company's partnership agreement, charter, bylaws and/or other organizational documents; and (d) no representation made to the City by such company is incomplete, untrue or inaccurate in any material respect. 2. Pamassos represents and warrants that neither the Proposed Transactions nor this Transfer Agreement will adversely affect the ability of Cable Holdco II to meet the requirements of the Franchise Agreement, or to meet the City's future cable-related needs and interests in a renewal Franchise. 3. TWNY, Cable Holdco II and Pamassos represent and warrant that the Proposed Transactions will not have any adverse financial effect on the System, or adversely affect performance. 4. Pamassos represents and warrants that upon the effective date of the Franchise transfer and change of control resulting from the consummation of the Proposed Transactions, Cable Holdco II's financial qualifications will be such as shall enable it to maintain and operate the System in the City of Delray Beach. 5. Pamassos represents and warrants that the Proposed Transactions will not in any respect reduce the quality of customer service in the City of Del ray Beach. -4- 6. Parnassos represents and warrants that the Proposed Transactions will not reduce the quality of existing System maintenance orrepair. Section 7. INDEMNIFICATION. 1. Ade1phia, TWNY, Cable Holdco II and Parnassos each agree to indenmify and hold the City harmless against any loss, claim, damage, liability or expense (including, without limitation, reasonable attorneys' fees, whether at trial, on appeal or otherwise) caused by any representation or warranty made by that Company herein which is determined by a court of competent jurisdiction or by the parties to be untrue or inaccurate in any material respect. 2. Parnassos shall indenmify and hold the City harmless against any loss, claim, damage, liability or expense (including, without limitation, reasonable attorneys' fees, whether at trial, on appeal or otherwise) incurred by the City in connection with any action or proceeding commenced by a third party (not one of the parties to this Transfer Agreement) claiming or asserting any liability of the City relating to or arising from the Proposed Transactions or this Transfer Agreement. Section 8. ADDITIONAL CONDITIONS. Any City consent to the Proposed Transactions or the assignment or change of control of the Franchise Agreement provided for in this Transfer Agreement, the Transfer Resolution or elsewhere, shall be voidable by the City in the event of the failure of the occurrence of any of the following conditions: a. The acquisition of the Franchise and the System by Comcast and the closing of the Proposed Transactions shall be on terms that are in all material respects substantially similar to the terms disclosed to the City in the Transfer Application; and b. The City shall have received an executed certification from Cable Holdco as provided in Section 3.4 of this Transfer Agreement within thirty (30) days after the closing ofthe Proposed Transactions; and c. The City shall have received an executed Acceptance of Franchise from Cable Holdco II as provided in Section 3.3 of this Transfer Agreement within thirty (30) days after the closing of the Proposed Transactions; and d. Cable Holdco II shall have obtained and filed with the City an insurance certificate and performance and construction bonds described in and required by the Franchise Agreement, as provided in Section 3.5 of this Transfer Agreement, within fifteen (15) days after the closing of the Proposed Transactions; and e. This Transfer Agreement shall have been executed by all of the parties hereto on or before October 25, 2005. In the event that the conditions set forth herein are not satisfied, Adelphia, TWNY, Cable Holdco II and Parnassos acknowledge that this consent is considered null and void. - 5 - Section 9. BREACHES. Any breach of this Transfer Agreement, including, but not limited to, any representations and/or warranties contained in this Transfer Agreement that are found to be incomplete, untrue or inaccurate in any material respect, shall be deemed a breach of the Franchise Agreement and shall be subject to all remedies available for a breach of the Franchise Agreement, in addition to any other remedies the parties may have under this Transfer Agreement at law or equity. Section 10. MISCELLANEOUS PROVISIONS. 1. EFFECTIVE DATE. This Transfer Agreement shall be effective and binding upon the parties hereto once it has been signed by all the parties hereto. 2. BINDING ACCEPTANCE. This Transfer Agreement shall bind and benefit the parties hereto and their respective heirs, beneficiaries, administrators, executors, receivers, trustees, successors and assigns, and the promises and obligations herein shall survive the expiration date hereof. Any purported assignment of this Transfer Agreement is void without the express written consent of the parties hereto. 3. VOLUNTARY AGREEMENT. This Transfer Agreement is freely and voluntarily given by each party, without any duress or coercion, and after each party has consulted with its counsel. Each party has carefully and completely read all of the terms and provisions of this Transfer Agreement. Neither any of the Companies, nor any of their affiliates, nor the City, will take any action to challenge any provision of this Transfer Agreement; nor will they participate with any other person or entity in any such challenge. 4. SEVERABILITY. If any term, condition or provision of this Transfer Agreement shall, to any extent, be held to be invalid, preempted or unenforceable, the remainder hereof shall be valid in all other respects and continue to be effective. 5. COUNTERPARTS. This Transfer Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original copy, and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart. 6. CONFORMING AMENDMENTS TO FRANCmSE AGREEMENT. Parnassos agrees to accept mutually agreed upon amendments to the Franchise Agreement to the extent necessary to reflect the Proposed Transactions or the provisions of this Transfer Agreement. 7. GOVERNING LAW. This Transfer Agreement shall be deemed to be executed in the City of Delray Beach, Florida, and shall be governed and construed in all respects by the laws of the State of Florida and applicable federal law. 8. CAPTIONS AND REFERENCES. The captions and headings of sections throughout this Transfer Agreement are intended solely to facilitate reading and reference to the sections and provisions of this Transfer Agreement. Such captions and headings shall not affect the meaning or interpretation of this Transfer Agreement. -6 - IN WITNESS WHEREOF, the parties hereto have caused this Transfer Agreement to be executed at the place and on the day hereinabove first written. The execution of this document was authorized by Resolution No. AGREED TO BY THE PARTIES: CITY OF DELRA Y BEACH, FLORIDA By: Date APPROVED AS TO FORM AND LEGALITY: Office of the City Attorney NATIONAL CABLE ACQUISITION ASSOCIATES, L.P., ("ADELPHIA") By: Date ADELPHIA CABLE PARTNERS, L.P. ("ADELPHIA") By: Date TIME WARNER NY CABLE LLC By: Date As oarent of Cable Roldco Exchange II LLC following the Adelobia Transaction COMCAST CABLE HOLDINGS, LLC By: Date As the General Partner of the General Partner of Parnassos. L.P.. the oarent of Cable Roldco Exchange II LLC following the Exchange Transaction -7- EXHIBIT A ACCEPTANCE OF FRANCmSE BY THE FRANCmSEE Upon closing of the Exchange Transaction, Cable Holdco Exchange II LLC, a subsidiary of Comcast Corporation (the "Franchisee") hereby accepts the franchise to operate and maintain a cable system in the City of Delray Beach (the "Franchise") pursuant to that certain Franchise Agreement to provide cable services between the City of Delray Beach, Florida (the "City") and National Cable Acquisition Associates, L.P. and Adelphia Cable Partners, L.P. ("Adelphia") (the "Franchise Agreement"). By this acceptance, the Franchisee agrees that it shall be bound by the terms and conditions of the Franchise Agreement, and subject to Ordinance No. 10-05 of the City Code, and the Transfer Agreement among the City, Adelphia, Cable Holdco Exchange II LLC, Time Warner NY Cable LLC, and Parnassos, L.P., a subsidiary of Com cast Corporation (collectively, the "Franchise Documents"). By accepting the Franchise, the Franchisee further: (1) acknowledges and accepts the City's legal right to issue and enforce the Franchise Documents; (2) agrees that it will not oppose the City's intervention in any proceeding affecting the Franchise Documents or obligations thereunder; (3) accepts and agrees to comply with each and every provision of the Franchise Documents subject to applicable law; and (4) agrees that the Franchise, and the City's consent to the transfer thereof, was granted pursuant to processes and procedures consistent with applicable law, and that it will not raise any claim to the contrary. The Franchisee declares that it has carefully read all of the terms and conditions of the Franchise Documents, and accepts and agrees to abide by same subject to applicable law. The Franchisee is bound to maintain and operate a cable system under the terms, conditions and limitations set forth in the Franchise Documents and other applicable law, as of the time and date it files this written acceptance with the City. AGREED TO THIS DAY OF ,2005. Cable Holdco Exchange II LLC By: Its: -9 - EXHIBIT B CERTIFICATION OF PERFORMANCE Comcast Corporation, as the ultimate parent entity of Cable Holdco Exchange II LLC upon the closing of the Exchange Transaction, certifies that it has sufficient financial resources as demonstrated in its Annual and Quarterly Reports to ensure that Cable Holdco Exchange II LLC operates the cable system serving the City in accordance with its franchise requirements. EXECUTED as of COMCAST CORPORATION By: Name: Title: Address: 1500 Market Street, 35th Floor Philadelphia, PA 19102 Attention: General Counsel - 10-