2005-094 Adelphia Cable TV to Comcast CorporationRESOLUTION 94-2005
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM
BEACH, FLORIDA, APPROVING THE SALE AND ASSIGNMENT OF THE ADELPHIA
CABLEVISION ("ADELPHIA") CABLE TELEVISION FRANCHISE ("FRANCHISE"), 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 VILLAGE'S APPROVAL OF THE TRANSACTIONS
DUE TO PROPOSED TRANSFEREE'S FAILURE TO COMPLY WITH CERTAIN
CONDITIONS PRECEDENT
WHEREAS, Adelphia is currently in Chapter 11 bankruptcy proceedings, and as a result, desires
to transfer its cable system and its franchise agreements, including the cable television franchise
granted by the Village; 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 of TWNY, 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 14, 2005, the Village of North Palm Beach, Florida (the "Village"),
received two FCC 394 applications requesting the Village to consent to the Adelphia Transaction
and the Exchange Transaction and the proposed sale and assignment of the Adelphia cable
television Franchise to Cable Holdco II, a subsidiary of TWNY, and the subsequent transfer of
control of Cable Holdco II to Parnassos, a subsidiary of Comcast; and
WHEREAS, pursuant to Cable Ordinance No. 10-97 of the Village of North Palm Beach Code
of Ordinances ("Cable Ordinance") and the Adelphia Franchise granted thereunder, no such sale,
assignment and transfer may occur without prior approval of the Village Council; and
WHEREAS, pursuant to applicable federal law the Village 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 Village's intent to take any and all appropriate action to avoid any such
automatic approval; and
•
WHEREAS, the Village has required that the Applicant fulfill the obligations of the Cable
. Ordinance and the Franchise 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 Village has relied on information provided by both the proposed Transferor and
the Transferee; and
WHEREAS, the Village has required a written "Cable Franchise Transfer
Agreement" from Adelphia, Cable Holdco II, TWNY, and Parnassos, 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 VILLAGE COUNCIL OF THE VILLAGE
OF NORTH PALM BEACH, THAT:
Section 1. The Village Council of the Village of North Palm Beach hereby consents to the
sale and assignment of the Adelphia cable television Franchise from Adelphia to Cable Holdco
II, a subsidiary of TWNY, and the subsequent change of control of Cable Holdco II from TWC
to Parnassos, a subsidiary of Comcast, on the condition that within ten (10) business days of
adoption of this Resolution by the Village Council, the Village is in receipt of an executed Cable
Franchise Transfer Agreement in substantially the form attached hereto as Exhibit "A" (the
"Transfer Agreement") and authorizes the Mayor to execute the Transfer Agreement. In the
event the Village 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 Village'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 420-05, until such time and except to the extent that such obligations become the
obligations of Transferee as a result of the transfer.
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 420-05, 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 Village under any applicable federal, state and local law including, but
not limited to the Cable Ordinance and the Franchise; and further, this consent shall not prejudice
the Village's rights with respect to the enforcement, renewal or subsequent transfer of the
• Franchise and any amendments thereto or agreements in connection therewith.
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Section 5. That the consent granted herein is conditioned upon execution by all named
• parties of the Cable Franchise Transfer Agreement in substantially the form attached hereto.
Section 6. Notwithstanding anything to the contrary, if the Village is not in receipt of the
executed Cable Franchise Transfer Agreement in substantially the form attached hereto within
the timeframe required by Section 1 hereof, the Village 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 Parnassos, 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
Village.
Section 8. The Village 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 Cable Ordinance, and the current cable television Franchise.
Section 9. That the consent granted herein is subject to Cable Holdco II's compliance with
all other applicable legal requirements and the Village does not waive and expressly reserves the
right to enforce any non-compliance with the applicable Ordinance and Franchise requirements
that arise subsequent to the closing of the Adelphia Transaction and the Exchange Transaction.
Section 10. Upon execution of four (4) originals of the Transfer Agreement, the Village Clerk
shall forward the originals for further handling. One fully executed original shall be returned to
the Village Clerk to maintain in the public records.
Section 11. This Resolution shall become effective upon the date of its adoption herein.
PASSED AND ADOPTED this 13th day of OCTOBER, 2005.
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• CABLE FRANCHISE TRANSFER AGREEMENT
This CABLE FRANCHISE TRANSFER AGREEMENT (the "Transfer Agreement") is made and
entered into on the 13th day of OCtOber 2005, by and among the Village of North
Palm Beach, Florida, a Florida municipal corporation (the "Village"), and Southeast Florida Cable Inc.
("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").
RECITALS
WHEREAS, Adelphia currently holds a cable franchise (the "Franchise") from the Village
pursuant to that certain Franchise Agreement to provide cable services between the Village and Adelphia
(the "Franchise Agreement"), and subject to Ordinance No. 10-97 of the Village Code (the "Cable
Ordinance"), all of which documents, as any of them may lawfully be or may have been amended from
time to time, aze 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 of TWNY will acquire the
Franchise currently held by Adelphia and the cable system serving the Village of North Palm Beach (the
"System") (the "Adelphia Transaction"); and
WHEREAS, pursuant to an Exchange Agreement dated April 20, 2005 between Time Wazner
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 Comcast (the "Exchange Transaction"); and
WHEREAS, the Franchise Agreement provides that the prior written consent of the Village 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 Village as authorized by resolution of the
Village Council; and
WHEREAS, on or about June 10, 2005, two FCC Form 394s were filed with the Village
requesting that the Village consent to the Proposed Transactions (the "Transfer Application"); and
WHEREAS, Cable Holdco II agrees to provide the Village 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
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• WHEREAS, Cable Holdco II agrees to provide the Village with the types of 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 Village is
willing to grant its consent to the Proposed Transactions and the assignment of the Franchise Agreement
from Adelphia to 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 Village's consent to the Proposed Transactions
and subject to the terms and conditions of this Transfer Agreement and of the resolution of the Village
Council of the Village consenting to the Proposed Transactions and authorizing the Mayor of the Village
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 FRANCHISE.
1. The foregoing recitals are true and correct and are incorporated herein by reference.
2. The Village has consented through the Transfer Resolution, and the Mayor of the Village by
execution of this Transfer Agreement, to the Proposed Transactions as specified in the Transfer
Application and to the assignment of the Franchise Agreement from Adelphia to TWNY
sub_ sidiary 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 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 Village an executed copy of the final version of
the Asset Purchase Agreement and Exchange Agreement, excluding the exhibits and schedules
thereto,
•
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• Section 3. ACCEPTANCE OF FRANCHISE 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
Village after the effective date of the Franchise transfer and change of control resulting from the
consummation of the Proposed Transactions in the same way and to the same extent such
information was available to the Village prior to the Proposed Transactions.
3. Cable Holdco II shall execute and submit to .the Village 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 Village an insurance certificate evidencing the
types of 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.
The Village reserves all rights not expressly granted in this Transfer Agreement, including
without limitation those specified below.
2. The Village 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 Village at or before the
execution of this Transfer Agreement, shall be construed to grant the Village'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
Village's consent to any future transaction is not required. The Village's consent to the Proposed
Transactions is limited solely to the transfer of the Franchise and the System from Adelphia to
TWNY subsidiary, Cable Holdco II and the subsequent transfer of control of Cable Holdco II
• from TWC to Parnassos, a subsidiary of Comcast.
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• 4. Any consent given by the Village to the Proposed Transactions is made without prejudice to, or
waiver of, the Village'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 Village 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 Village 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 Village'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 Village of North Palm Beach.
5. Parnassos represents and warrants that the Proposed Transactions will not in any respect reduce
the quality of customer service in the Village of North Palm Beach.
6. Parnassos represents and warrants that the Proposed Transactions will not reduce the quality of
• existing System maintenance or repair.
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• Section 7. INDEMNIFICATION.
1. Adelphia, TWNY, Cable Holdco II and Parnassos each agree to indemnify and hold the Village
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 Village 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 Village 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 Village relating to or arising from the Proposed Transactions or this Transfer Agreement.
Section 8. ADDITIONAL CONDITIONS.
Any Village 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 Village 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 Village in the Transfer
Application; and
b. The Village 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 Village 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 Village 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 23, 2005.
In the event that conditions 8.3, 8.4, and 8.5 are not satisfied, Adelphia, TWNY, Cable Holdco II and
Parnassos acknowledge that this consent is considered null and void.
Section 9. BREACHES.
Any breach of this Transfer Agreement, including, but not limited to, any representations and/or
wan anties 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
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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.
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 Village, 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 Village of
North Palm 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.
END OF SUBSTANTIVE PROVISIONS
SIGNATURE PAGE AND EXHIBITS TO FOLLOW
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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. 94-2005 ,
AGREED TO BY THE PARTIES:
VILLAG F NORTH PALM B CH, FLORIDA
10/13/200.5 By; - rGy~
Date
APPROVED AS TO-FORM
A LEGALITY:
ffice of Villag Attorney
Attlest:
V~ age er
/v /i? / o S
Date T-
TIME WARNER NY CABLE LLC
By:
Date
As parent of Cable Holdco Exchange II LLC following the
Adelphia Transaction
COMCAST CABLE HOLDINGS LLC
Date
By:
As the General Partner of the General Partner of Parnassos
L.P., the parent of Cable Holdco Exchange II LLC following
the Exchange Transaction
SOUTH ST FLORIDA, INC. ("ADELPHIA")
By: ,,~s. ~
O ,L
• -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 b Resolution No. 94-200.5 .
Y
AGREED TO BY THE PARTIES:
10/13/2005 By:
Date
TH PALM BEACH, FLORIDA
APPROVED AS TO.FORM Attes~k
AND LEGALITY:
. ~_
Of ce of the illage Attorney 1 age C er
SOUTHEAST FLORIDA, INC. ("ADELPHIA")
By:
Date
TIME WARNER NY CABLE LLC
By:
Date
As parent of Cable Holdco Exchange II LLC following the
Adelphia Transaction
COMCAST CABLE HOLDINGS LLC
~o' ~~lo.a By. ~~~~. ''~
Date . S~.~R-w.l~~ ,S~>..~~~.~~«5~~_.~~Go.~:-,~.~~.~ A~.~~~
As the General Partner of the General Partner of Parnassos,
L.P., the parent of Cable Holdco Exchange II LLC following
the Exchange Transaction
•
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• EXHIBIT A
ACCEPTANCE OF FRANCHISE 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 Village of North Palm Beach (the "Franchise") pursuant to that certain Franchise
Agreement to provide cable services between the Village of North Palm Beach, Florida (the "Village")
and Southeast Florida Cable Inc. ("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. 10-97 of the Village Code, and the Transfer Agreement among the Village,
Adelphia, Cable Holdco Exchange II LLC, Time Warner NY Cable LLC and Parnassos, L.P., a
subsidiary of Comcast Corporation (collectively, the "Franchise Documents").
By accepting the Franchise, the Franchisee further: (1) acknowledges and accepts the Village's
legal right to issue and enforce the Franchise Documents; (2) agrees that it will not oppose the Village'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 Village'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 Village.
AGREED TO THIS DAY OF , 2005.
Cable Holdco Exchange II LLC
By:
Its:
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• 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 Village in accordance with its franchise requirements.
EXECUTED as of
COMCAST CORPORATION
Address:
1500 Mazket Street, 35~' Floor
Philadelphia, PA 19102
Attention: General Counsel
By: _
Name:
Title:
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