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• City of Charlottesville, Virginia <br />Resolution <br />Approving the Proposed Assignment <br />and Transfer of Control <br />RECITALS: <br />1. On or about November 21, 2003, the City of Charlottesville, Virginia <br />("City") granted a Cable Television Franchise Ordinance ("Franchise") to Chelsea <br />Communications, L.L.C., d/b/a Adelphia Cable Communications ("Franchisee"). <br />2. Pursuant to an Asset Purchase Agreement dated April 20, 2005 between <br />Adelphia Communications Corporation ("Adelphia") and Time Warner NY Cable <br />LLC ("TWNY"), the right to purchase the cable system will be assigned by TWNY <br />to a wholly owned subsidiary of TWNY, Cable Holdco Exchange V LLC ("Holdco <br />• V"), which will purchase the cable system and Franchise (the "Adelphia <br />Transaction"). <br />3. Pursuant to an Exchange Agreement dated April 20, 2005 between Time <br />Warner Cable Inc. ("TWC") and Comcast Corporation ("Comcast"), 100% of the <br />equity securities in the Comcast subsidiary C -Native Exchange III, L.P. will be <br />exchanged for 100% of the equity securities of Holdco V whereby that entity will <br />become a 100% indirect subsidiary of Comcast (the "Exchange Transaction"). <br />4. On or about June 10, 2005: (1) Adelphia and TWC submitted to the City <br />an FCC Form 394 requesting the City's consent to the proposed transfer of the <br />Franchise to Holdco V; and (2) TWC and Comcast submitted an FCC Form 394 <br />requesting the City's consent to transfer control of Holdco V to Comcast of <br />Indiana/Michigan/Texas, LP ("CIMT"), a wholly-owned subsidiary of Comcast. <br />• <br />ao929ovi <br />1 <br />