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c <br /> 12 <br /> r <br /> RESOLUTION # <br /> A RESOLUTION GRANTING THE CONSENT OF ORANGE COUNTY TO THE <br /> TRANSFER OF CONTROL OF ALERT CABLE TV OF NORTH CAROLINA, I11C. AND <br /> ITS CABLE TELEVISION SYSTEM FROM CAHLEVISION INDUSTRIES CORPORATION <br /> TO TIME WARNER INC. <br /> WHEREAS, Alert Cable TV of North Carolina, Inc. ("Alert") has <br /> the right to install, construct, own, operate and maintain a cable <br /> television system ("the System") within Orange County ("the <br /> County") pursuant to a cable television franchise issued by the <br /> County (the "Franchise") ; and <br /> WHEREAS, Alert is currently controlled by Cablevision <br /> Industries Corporation ("CIC") and CIC's principal shareholder, Mr. <br /> Alan Gerry, an individual residing in Liberty, New York ("Principal <br /> Shareholder") ; and <br /> WHEREAS, Time Warner Inc. ("TWI") and CIC and the Principal <br /> Shareholder have entered into an Agreement and Plan of Merger in <br /> which a wholly owned subsidiary of TWI will merge with and into CIC <br /> and, upon completion of the transaction, CIC will become a <br /> subsidiary of TWI, and TWI will then control Alert and the System <br /> (the "Transfer") ; all as set forth in the Agreement and the <br /> Supplemental Agreement, each dated February 6, 1995= and <br /> WHEREAS, TWI, CIC and Alert have jointly submitted to the <br /> County an application on Federal Communications Commission Form 394 <br /> for consent to the Transfer and have submitted such other <br /> information concerning the Transfer as required by the Franchise <br /> and applicable law and as reasonably requested by the County <br /> (collectively the "Transfer Application"); and <br /> WHEREAS, the County has reviewed the Transfer Application, and <br /> the report from its Cable TV Consultant and has examined the legal, <br /> financial and technical qualifications of TWI and has determined <br /> that it is in the best interest of its residents to approve the <br /> Transfer Application and the Transfer; and <br /> WHEREAS, as further consideration to the County to grant its <br /> approval of the proposed Transfer, TWi and Alerts a) agree to be <br /> bound by the Cable Television Franchise Ordinance and perform all <br /> duties and obligations of the grantee thereunderf b) represent and <br /> warrant that it is able to provide, and shall agree to provide to <br /> the County and its subscribers all services required under said <br /> franchise subject to changes or modifications as permitted under <br /> the franchise and applicable law; c) acknowledge and agree that <br /> they were, and shall be subject to the regulatory authority of the <br /> County as not forth by the Federal Communication Commission= and d) <br /> agree to cooperate fully with the County and to obtain from any <br /> - 1 - <br />