RESOLUTION #14-2005

A RESOLUTION OF RICHFIELD TOWNSHIP, OHIO, CONDITIONALLY APPROVING THE REQUEST FOR AN ASSIGNMENT OF THE CABLE TELEVISION FRANCHISE FROM ADELPHIA TO TIME WARNER.

WHEREAS, Adelphia Cleveland, LLC, an indirect wholly-owned subsidiary of Adelphia Communications Corporation (collectively “Adelphia”) has the right to own, operate and maintain a cable system (the “Cable Franchise”) in Richfield Township, Ohio, pursuant to a Franchise Agreement effective May 15, 2000 (the “Franchise Agreement”); and

WHEREAS, Adelphia and Time Warner NY Cable LLC (“TWNY”) entered into an Asset Purchase Agreement dated as of April 20, 2005 for an assignment of the Cable Franchise (the “Transfer”) from Adelphia to TWNY, an indirect subsidiary of Time Warner Cable Inc. (together with TWNY, “Time Warner”), which will hold the Cable Franchise and operate the cable system in the Township; and

WHEREAS, on June 15, 2005, Adelphia and Time Warner submitted an FCC Form 394 dated June 10, 2005 to the Township, describing the Asset Purchase Agreement and Transfer and requesting the Township’s consent to the proposed Transfer; and

WHEREAS, after reviewing the FCC Form 394 and other information submitted by Adelphia and Time Warner, the Township determined that the FCC Form 394 was incomplete and requested additional information from Time Warner in order to perform its due diligence review of the legal, technical and financial ability of Time Warner to perform the obligations of the Cable Franchise and consider the effect of the proposed Transfer on the health, safety and welfare of the citizens of Richfield Township, and additional information was supplied by Time Warner; and

WHEREAS, under federal law, the Township has a period of one hundred twenty (120) days to act on the request for consent to the Transfer, which period of time would have elapsed on or about October 13, 2005 but which was extended by agreement with Time Warner and Adelphia until and including October 25, 2005; and

WHEREAS, the Board of Township Trustees has determined to approve the Transfer, provided that certain conditions as set forth in this Resolution are met.

NOW, THEREFORE, BE IT RESOLVED by the Board of Township Trustees of Richfield Township, Summit County, Ohio:

SECTION 1. That the Board of Township Trustees of Richfield Township hereby consents to and approves the request to Transfer the Cable Franchise from Adelphia to TWNY, an indirect subsidiary of Time Warner Cable Inc., provided the following conditions are met:

A. Prior to completion of the Transfer, Time Warner shall provide the Township with a Good Standing Certificate to do Business in the State of Ohio for TWNY.

B. TWNY shall assume the obligations and requirements under the Franchise Agreement from and after the date of the Transfer.

C. Pursuant to Section 8.3 of the Franchise Agreement, TWNY’s Annual Performance Review to the Township for the remainder of the franchise term shall include (1) a description of all tiers or levels of service being offered in the Township with a description of any changes in any service during the reporting year and (2) a copy of TWNY’s or its ultimate parent’s annual report, if any.

D. At the request of the Township, TWNY and/or Adelphia agree to engage in good faith discussions with the Township and/or One Cleveland regarding the Township’s use of its Institutional Network.

E. Within thirty (30) days of the Transfer, TWNY shall certify to the Township in writing that the Transfer has been completed, and that there has been no material change in the information disclosed to the Township pursuant to the request to approve the Transfer as described in FCC Form 394 dated June 10, 2005 and submitted to the Township on June 15, 2005 and additional information submitted by Time Warner subsequent to June 15, 2005.

F. Within thirty (30) days of the Transfer, Time Warner Cable Inc. shall execute and provide the Township with a guaranty that will require it, as the parent company, to perform all obligations under which TWNY may be in default in connection with its operation of the Cable Franchise in Richfield Township, Ohio.

G. Within thirty (30) days of the Transfer, TWNY shall provide the Township with a certificate of insurance in compliance with Section 10.8 of the Franchise Agreement.

H. Within thirty (30) days of the Transfer, TWNY shall provide the Township with a Performance Bond in compliance with Section 10.3 of the Franchise Agreement.

I. The Transfer shall be completed by October 1, 2006.

J. TWNY shall execute the Franchise Transfer Acceptance attached to this Resolution as Exhibit A within ten (10) business days of the adoption of this Resolution, indicating that it assumes and is bound by the terms and conditions of this Resolution and all obligations of the Franchise under the Franchise Agreement from and after the time of transfer.

K. Adelphia shall execute the Franchise Transfer Resolution Acceptance attached to, and incorporated into, this Resolution as Exhibit B within ten (10) business days of the passage of this Resolution, indicating that it assumes and is bound by the terms and conditions of this Resolution.

L. Time Warner and Adelphia agree and acknowledge that the Township reserves any and all rights it may have under the Adelphia bankruptcy proceedings in the United States Bankruptcy Court for the Southern District of New York, Case No. 02-41729 (REG), including but not limited to each and every default, liability, breach or obligation, whether presently known or unknown, that may be asserted pursuant to the court ordered procedures governing the determination of cure amounts and the assumption and assignment of the Franchise Agreement.

SECTION 2. The failure of Adelphia and/or TWNY or Time Warner Cable, Inc. to satisfy each of their respective conditions in Section 1 above within the time specified shall mean that the Transfer is disapproved, and the Board of Township Trustees’ consent to the Transfer is denied, by operation of this Resolution as of its effective date, unless such failure is cured within fifteen (15) days of notice of said failure to TWNY or Adelphia, as applicable.

SECTION 3. It is found and determined that all formal actions by the Board of Township Trustees concerning and relating to the adoption of this Resolution were adopted in an open meeting of the Board of Township Trustees and that all deliberations of the Board of Township Trustees, and of any of its committees that resulted in such formal action, were in meetings open to the public in compliance with all legal requirements of Section 121.22 of the Ohio Revised Code.

SECTION 4. The Clerk of the Township is hereby directed to serve a certified copy of this Resolution by certified mail upon Adelphia and TWNY.

____________________________________
Trustee
____________________________________
Trustee
____________________________________
Trustee
Dated:______________________________
ATTEST:
____________________________________
Township Clerk

EXHIBIT A

TIME WARNER NY CABLE LLC FRANCHISE
TRANSFER ACCEPTANCE

Subject to the closing of that transaction more fully described in Resolution No. ________, Time Warner NY Cable LLC hereby accepts and agrees to abide by the terms and conditions of the Franchise Agreement between Richfield Township, Ohio and Adelphia Cleveland, LLC, effective May 15, 2000, and Richfield Township, Ohio’s Resolution No. ________, adopted _______________, 2005, conditionally approving and consenting to the transfer of Richfield Township, Ohio’s Cable Television Franchise from Adelphia Cleveland, LLC to Time Warner NY Cable LLC.

Time Warner NY Cable LLC warrants and represents that this Franchise Transfer Acceptance is executed by a person lawfully authorized to act on its behalf and that this Franchise Transfer Acceptance is a legally binding obligation of Time Warner NY Cable LLC.

TIME WARNER NY CABLE LLC

By: ___________________________

Name: _________________________

Title: __________________________

STATE OF _______________)
) SS:
COUNTY OF _____________)

The undersigned, a Notary Public in and for said County and State, hereby certifies that ____________________________, the ____________________________ of Time Warner NY Cable LLC personally appeared before me and acknowledged that, having full authority so to do, he/she signed the foregoing Franchise Transfer Acceptance on behalf of Time Warner NY Cable LLC, in his/her capacity as ___________________________, and that the same was his/her free and voluntary act and deed, and the free and voluntary act and deed of Time Warner NY Cable LLC.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at _____________, on __________________________, 2005.

____________________________________
Notary Public

EXHIBIT B

ADELPHIA FRANCHISE
TRANSFER RESOLUTION ACCEPTANCE

Adelphia hereby accepts and agrees to abide by the terms and conditions of Richfield Township, Ohio’s Resolution No. _______, adopted _______________, 2005, conditionally approving and consenting to the transfer of Richfield Township, Ohio’s Cable Television Franchise from Adelphia Cleveland, LLC to Time Warner NY Cable LLC.

Adelphia warrants and represents that this Franchise Transfer Resolution Acceptance is executed by a person lawfully authorized to act on its behalf and that this Franchise Transfer Resolution Acceptance is a legally binding obligation of Adelphia.

ADELPHIA CLEVELAND, LLC

By:___________________________________

Name:_________________________________

Title:__________________________________

STATE OF _____________ )
) SS:
COUNTY OF ___________ )

The undersigned, a Notary Public in and for said County and State, hereby certifies that ______________________________, the _________________________ of Adelphia Cleveland, LLC personally appeared before me and acknowledged that, having full authority so to do, he/she signed the foregoing Franchise Transfer Resolution Acceptance on behalf of Adelphia Cleveland, LLC, in his/her capacity as ________________________, and that the same was his/her free and voluntary act and deed, and the free and voluntary act and deed of Adelphia Cleveland, LLC.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at __________ ______________, _________ on _________________, 2005.

______________________________________
Notary Public

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