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REVISED RESOLUTION 13 <br /> drafted 8/10/95 <br /> RESOLUTION # <br /> A RESOLUTION GRANTING THE CONSENT OF ORANGE COUNTY TO THE <br /> TRANSFER OF CONTROL OF ALERT CABLE TV OF NORTH CAROLINA, INC. AND <br /> ITS CABLE TELEVISION SYSTEM FROM CABLEVISION 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 /> Town (the "Franchise") ; and <br /> WHEREAS, Alert is currently controlled by Cablevision <br /> Industries Corporation ( "CIC") and CIC Is 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 TW1 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 the County is <br /> aware of the debt load already incurred by TWI and the impact <br /> additional debt from this transfer may have on Alert's ability to <br /> provide service under the existing Franchise, and <br /> WHEREAS, recognizing that TWI already controls other <br /> franchises in the County and if the Transfer is consummated TWI <br /> will be the only cable television operator in the County and <br /> therefore this Transfer may eliminate or reduce competition in the <br /> delivery of cable service in the County; and <br /> WHEREAS, TWI has publicly stated that it intends to cluster <br /> its franchises in regional concentrations in order to provide <br /> multimedia and switched business and residential <br /> telephone/telecommunications services more efficiently and more <br /> effectively; and <br /> - 1 - <br />