Franchise Transfer Exhibit A
GUARANTY OF PERFORMANCE
This Guaranty of Performance (the "Guaranty") is made and entered into on the _______ day of _______________, 2002, by Advance/Newhouse Partnership, a New York general partnership ("A/N") on behalf of itself.
WHEREAS, the City of Tampa, Florida (the "City") granted a franchise (the "Franchise") to Time Warner Entertainment-Advance/Newhouse Partnership ("TWE-A/N") to erect, construct, operate and maintain a cable system in the City of Tampa pursuant to that certain Franchise Agreement To Provide Cable Services between the City and TWE-A/N dated as of March 23, 2000 (the "Franchise Agreement"), and subject to the "Tampa Cable Communication Ordinance", Chapter 7 of the City of Tampa Code, as in effect on the date hereof, all of which documents are collectively referred to as the Franchise Documents; and
WHEREAS, pursuant to a Master Transaction Agreement dated as of August 1, 2002, among TWE-A/N, Time Warner Entertainment Company, L. P., Paragon Communications and A/N, TWE-A/N will transfer the Franchise and the cable system serving the City of Tampa to a new company, TWEAN Subsidiary, LLC (the "Proposed Transaction"); and
WHEREAS, the City consented to the Proposed Transaction through a resolution of the City Council of the City, conditioned upon execution of a transfer agreement among the City, TWE-A/N, A/N and TWEAN Subsidiary, LLC (the "Transfer Agreement") and related documents including this Guaranty; and
WHEREAS, A/N (the "Guarantor") is an indirect parent of TWEAN Subsidiary, LLC (the "Franchisee") and will have a substantial interest in the Franchise, in the conduct of the Franchisee and in the Franchise Documents, which are incorporated herein by this reference;
To satisfy one of the conditions to the City's consent to the Proposed Transaction, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Guarantor hereby agrees as follows:
IN WITNESS WHEREOF, the Guarantor on behalf of itself has caused this Guaranty to be executed under seal by its duly authorized representatives on the date first above written.
By: Advance Cable Holdings Corp.