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, <br />CITY OF NORTH OLMSTED <br />RESOLUTION NO. 2000-59 <br />BY: THE MAYOR AND ENTIRE COUNCII., <br />A CONSENT RESOLUTION AUTHORIZING THE TRANSFER OF <br />CONTROL OF THE CABLE TELEVISION FRANCHISE AND <br />DECLARING AN EMERGENCY. <br />WHEREAS, Cablevision of the Midwest, Inc. currently holds a cable television <br />franchise (the "Franchise") to conduct, own and operate a cable television system (the <br />"System") operating in the City of North Olmsted (the "City"); and <br />WHEREAS, Cablevision of the Midwest, Inc. is an indirect wholly-owned <br />subsidiary of Cablevision Systems Corp., a Delaware corporation ("Cablevision"); and <br />WHEREAS, Cablevision of the Midwest, Inc. and Adelphia Communications <br />Corporation ("Adelphia") have entered into an Agreement and Plan of Reorganization, <br />dated as of December 8, 1999 (the "Merger Agreement"), providing for, among other <br />things, control of Cablevision of the Midwest, Inc. and the System to be transferred to a <br />wholly-owned subsidiary of Adelphia (the "Transfer") and requiring Cablevision to <br />obtain any required consents of governmental franchising authorities for the Transfer <br />pursuant to applicable law and the Franchise; and <br />WHEREAS, Cablevision of the Midwest, Inc. and Adelphia have jointly <br />submitted to the Council of the City of North Olmsted (the "Council") an application on <br />Federal Communications Commission ("FCC") Form 394 requesting consent for the <br />Transfer and have submitted such other information concerning the Transfer and <br />Adelphia as required by law and the Franchise and as requested by the Council <br />(collectively, the "Transfer Application"); and <br />WHEREAS, the Council has reviewed the Transfer Application, examined the <br />legal, financial and technical qualifications of Adelphia, followed all required procedures <br />in order to consider and act upon the Transfer Application, and considered the comments <br />of all interested parties; and <br />WHEREAS, Cablevision of the Midwest, Inc., which will become a wholly- <br />owned subsidiary of Adelphia, will continue to hold the Franchise and operate the System <br />in the City subsequent to the Transfer to Adelphia; and <br />WHEREAS, the Council believes it is in the interest of the City to approve the <br />Transfer Application and the Transfer of Cablevision of the Midwest, Inc. and the System <br />to Adelphia, as described in the Transfer Application; <br />