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V-16 <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 ITS <br /> CABLE TELEVISION SYSTEM FROM CABLEVISION INDUSTRIES CORPORATION TO <br /> TIME WARNER INC. <br /> WHEREAS, Alert Cable TV of North Carolina, Inc. ("Alert") has the right to install, <br /> construct, own, operate and maintain a cable television system("the System")within Orange County <br /> ("the County") pursuant to a cable television franchise issued by the Town(the "Franchise"); and <br /> WHEREAS, Alert is currently controlled by Cablevision Industries Corporation("CIC") and <br /> CIC's principal shareholder,Mr. Alan Gerry, an individual residing in Liberty, New York("Principal <br /> Shareholder"); and <br /> WHEREAS, Time Warner Inc. ("TWI")and CIC and the Principal Shareholder have entered <br /> into an Agreement and Plan of Merger in which a wholly owned subsidiary of TWI will merge with <br /> and into CIC and, upon completion of the transaction, CIC will become a subsidiary of TWT, and <br /> TWI will then control Alert and the System(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 County an application on <br /> Federal Communications Commission Form 394 for consent to the Transfer and have submitted such <br /> other information concerning the Transfer as required by the Franchise and applicable law and as <br /> reasonably requested by the County (collectively the "Transfer Application"); and <br /> WHEREAS,the County has reviewed the Transfer Application, and the report from its Cable <br /> TV Consultant and has examined the legal, financial and technical qualifications of TWI, and the <br /> County is aware of the debt load already incurred by TWI and the impact additional debt from this <br /> transfer may have on Alert's ability to provide service under the existing Franchise, and <br /> WHEREAS, recognizing that TWI already controls other franchises in the County and if the <br /> Transfer is consummated TWI will be the only cable television operator in the County and therefore <br /> this Transfer may eliminate or reduce competition in the delivery of cable service in the County; and <br /> WHEREAS, TWI has publicly stated that it intends to cluster its franchises in regional <br /> concentrations in order to provide multimedia and switched business and residential telephone/ <br /> telecommunications services more efficiently and more effectively; and <br /> -1- <br />