RES-1995-066 Resolution Granting The Consent of OC to the Transfer of Control of Alert Cable TV of NC, Inc. and Its Cable Television System Form Cablevision Industries Corp. to Time Warner, Inc.

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ADOPTED BY BOCC - 6126195 SUPERSEDED - 8/22195 V D RESOLUTION #95- A RESOLUTION GRANTING THE CONSENT OF ORANGE COUNTY TO THE TRANSFER OF CONTROL OF ALERT CABLE TV OF NORTH CAROLINA, INC. AND ITS CABLE TELEVISION SYSTEM FORM CABLEVISION INDUSTRIES CORPORATION TO TIME WARNER, INC. WHEREAS, Alert Cable TV of North Carolina, Inc. ("Alert") has the right to install, construct, own, operate and maintain a cable television system("the System")within Orange County("the County") pursuant to a cable television franchise issued by the County (the "Franchise"); and WHEREAS, Alert is currently controlled by Cablevision Industries corporation("CIC") and CIC's principal shareholder, Mr. Alan Gerry, an individual residing in Liberty, New York ("Principal Shareholder"); and WHEREAS, Time Warner, Inc., ("TWI") and CIC and the Principal Shareholder had entered into an Agreement and Plan of Merger in which a wholly owned subsidiary of TWI will merge with and into CIC and, upon completion of the transaction, CIC will become a subsidiary of TWI, and TWI will then control Alert and the System(the "Transfer"); all as set forth in the Agreement and the Supplemental Agreement, each dated February 6, 1995; and WHEREAS, TWI, CIC and Alert have jointly submitted to the County an application on Federal Communications Commission Form 394 for consent to the Transfer and have submitted such other information concerning the Transfer as required by the Franchise and applicable law and as reasonably requested by the County(collectively the "Transfer Application"); and WHEREAS, the County has reviewed the Transfer Application, and the report from its Cable TV Consultant and has examined the legal, financial and technical qualifications of TWI, and the County is concerned about the level of debt already incurred by TWI and the impact said debt may have on Alert's ability to provide service under the existing franchise; and WHEREAS, recognizing that TWI already controls a franchise in this jurisdiction and other franchises in adjoining jurisdictions and if the Transfer is consummated TWI will be the only substantial cable operator in the region and therefore this Transfer may eliminate or reduce competition in the delivery of cable service in the County; and WHEREAS, TWI has publicly stated that it intends to cluster its franchises in regional concentrations in order to provide multimedia and switched business and residential telephone/telecommunications services more efficiently and more effectively.