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<br /> RESOLUTION NO. 00. %5
<br /> A RESOLUTION GRANTING THE CONSENT OF ORANGE COUNTY TO THE
<br /> TRANSFER OF CONTROL OF A CABLE TELEVISION FRANCHISE FROM
<br /> TDIE WARNER,INC., TO AOL TEVIE WARNER,INC.,AND A TRANSFER OF
<br /> CONTROL FROM MEDIA ONE GROUP,INC.,TO AT&T CORPORATION
<br /> WHEREAS, Time Warner Entertaintaew-Advw=Newhouse Partnership
<br /> ("?WEAN")holds three(3)valid, nor-exclusive franchises to operate a cable television
<br /> system in Orange County,North Carolina(the "Franchising.Authority");and
<br /> W"ERE", TWEAN is a subsidiary of Time Warner,Inc.("TWI");and
<br /> VA9[EREA9, Media One Group, Inc., ("Media One") holds a 25.51% interest in
<br /> Time Warner Fartertainment Company, L.P., ("TWE") which in turn owns a 66.66'!*
<br /> interest in TWEAN;and
<br /> WHl!'1iF.AS, a wholly-owned subsidiary of AT&T Corporation ("AT&T") is
<br /> acquiring all of the shares of Media One pursuant to an Agreement and Plan of Merger
<br /> dated May 6, 1999, ("Transaction No. 1*) so that fallowing closing of the transaction,
<br /> AT&T will control an approximate 1T/interest in TWEAN;and
<br /> REAS, TWI and America Online, Inc., ("AOL") have entered into an
<br /> Agreement and Plan of Merger dated Ia=uy 14,2000("Transaction No.2");and
<br /> WHE1tEAS, the merger agreement will result in a stock to stock merger
<br /> ("Transaction No. 2") in which TWI and AOL will merge with subsidiaries of a newly
<br /> formed holding comgat�,and
<br /> WHEREAS, as a result of Transaction No. 2, both TWI and AOL will become
<br /> wholly owned subsidiaries of the new company, AOL-Time Warner, Inc. ("AOL-TW");
<br /> and
<br /> WHEREAS, the &arachisee, TWEAN, and TWI, AOL-TW, Media Onq and
<br /> AT&T, have requested the consent of the Franchising Authority, if it determines consent
<br /> is necessary,to the aforementioned change of control and Transaction No& l and 2;wad
<br /> WHEREAS, on or about February 10, 2040, TWI, as transferor, and AOL-TW,
<br /> as transfa'eq filed an FCC Form 394 se *ing the consent of the Franchising Authority to
<br /> Transaction No. 2;and
<br /> WHEREAS, on or about February 18, 2004,Media One, transferor, and AT&T,
<br /> transferee, filed a Form 394 with the Franc°sing Authority sealing consent to
<br /> Transaction No. 1;and
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