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19 <br /> [WITH OPEN ACCESS AND NONDISCRIMINATION PROVISIONS] <br /> RESOLUTION NO. 00- <br /> A RESOLUTION GRANTING THE CONSENT OF TO THE <br /> TRANSFER OF CONTROL OF A CABLE TELEVISION FRANCHISE FROM <br /> TIME WARNER, INC. , TO AOL TIME WARNER, INC. , AND A TRANSFER <br /> OF CONTROL FROM MEDIA ONE GROUP, INC. , TO AT&T CORPORATION <br /> WHEREAS, Time Warner Entertainment-Advance/Newhouse <br /> Partnership ("TWEAN") holds a valid, non-exclusive <br /> franchise to operate a cable television system in <br /> North Carolina (the "Franchising Authority") ; <br /> and <br /> WHEREAS, TWEAN is a subsidiary of - Time Warner, Inc. <br /> ("TWI") ; and . <br /> WHEREAS, Media One Group, Inc., ("Media One") holds a <br /> 25.51% interest in Time Warner Entertainment Company, L.P., <br /> ("TWE") which in turn owns a 66.66% interest in TWEAK; and <br /> WHEREAS, a wholly-owned subsidiary of AT&T Corporation <br /> ("AT&T") is acquiring all of the shares of Media One <br /> pursuant to an Agreement and Plan of Merger dated May 6, <br /> 1999, ("Transaction No. 111) so that following closing of <br /> the transaction, AT&T will control an approximate 17% <br /> interest in TWEAN; and <br /> WHEREAS, TWI and America Online, Inc. , ("AOL") have <br /> entered into an Agreement and Plan of Merger dated January <br /> 10, 2000 ("Transaction No. 211) ; and <br /> WHEREAS, the merger agreement will result in a stock <br /> to stock merger ("Transaction No. 211) in which TWI and AOL <br /> will merge with subsidiaries of a newly formed holding <br /> company; and <br /> WHEREAS, as a result of Transaction No. 21 both TWI <br /> and AOL will become wholly owned subsidiaries of the new <br /> company, AOL-Time Warner, Inc. ("AOL-TW") ; and <br /> WHEREAS, the franchisee, TWEAN, and TWI, AOL-TW, Media <br /> One, and AT&T, have requested the consent of the <br /> Franchising Authority, if it determines consent is <br /> necessary, to the aforementioned change of control and <br /> Transaction Nos. 1 and 2; and <br />