RESOLUTION

 

A RESOLUTION TO APPROVE THE ASSIGNMENT AND CHANGE OF CONTROL

OF THE FAUQUIER COUNTY CABLE FRANCHISE TO

A SUBSIDIARY OF COMCAST CORPORATION

 

WHEREAS, a cable television franchise has been granted by the County of Fauquier, Virginia (“the County”) to an entity (“Franchisee”) that is an indirect subsidiary of Adelphia Communications Corporation (“Adelphia”);  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 Time Warner NY Cable LLC (“TWNY”), the right to purchase the Franchisee cable system will be assigned by TWNY to a wholly owned subsidiary of TWNY, Cable Holdco Exchange V LLC, which will purchase the cable system and franchise (the “Adelphia Transaction”);  and

 

            WHEREAS, pursuant to an Exchange Agreement dated April 20, 2005 between Time Warner Cable Inc., and Comcast Corporation (“Comcast”), 100 percent of the equity securities in the Comcast subsidiary C-Native Exchange III, L.P. will be exchanged for 100 percent of the equity securities of Cable Holdco Exchange V LLC, whereby that entity will become a 100 percent indirect subsidiary of Comcast (the “Exchange Transaction”); and

 

            WHEREAS, the County declines to purchase the cable system pursuant to Fauquier County Code Section 6-5;  and

 

            WHEREAS, the County has received an FCC Form 394 and related information for the aforementioned transactions;  and

 

            WHEREAS, pursuant to FCC Form 394 Exhibit 2, Comcast does not plan to change the current terms and conditions of service or operations of the cable system and will operate and make any future changes subject the terms of the current franchise agreement with Adelphia and all applicable laws;  and

 

            WHEREAS, the County must approve the aforementioned transactions pursuant to Fauquier County Code Sections 6-18 and 6-5; and

 

            WHEREAS, the County is willing to consent to the aforementioned transactions; now, therefore, be it

 

            RESOLVED by the Fauquier County Board of Supervisors this 8th day of September 2005, That the foregoing recitals are approved and incorporated herein by reference; and, be it

 

            RESOLVED FURTHER, That the County declines to purchase the cable system;  and, be it

            RESOLVED FURTHER, That the County consents to the Adelphia Transaction described herein;  and, be it

 

            RESOLVED FURTHER, That the County consents to the Exchange Transaction described herein;  and, be it

 

            RESOLVED FURTHER, That this resolution shall be deemed effective upon adoption; and, be it

 

            RESOLVED FINALLY, That this resolution shall have the force of a continuing agreement with the Franchisee, and the County shall not amend or otherwise alter this resolution without the consent of the Franchisee.