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y. ,L <br />RESOLUTION OF BOARD OF COMMISSIONERS OF ORANGE COUNTY <br />APPROVING THE TRANSFER OF THE CABLE TELEVISION FRANCHISES <br />OF CABLEVISION OF DURHAM, INC. <br />TO TIME WARNER ENTERTAINMENT COMPANY, L.P. <br />WHEREAS, by simultaneous action and resolution of the Board of <br />Commissioners, Cablevision of Durham, Inc. ( "Cablevision ") has become, through <br />transfer from Prime Cable Income Partners, L.P. d/b /a Carolina Cable, the holder of a <br />nonexclusive cable television franchise for Orange County (the "Prime Franchise "); and <br />WHEREAS, Cablevision has been granted a limited franchise by the County to <br />offer cable television service in certain designated portions of the County (the <br />" Cablevision Limited Franchise ") and is currently providing cable television service in <br />the County pursuant to the limited franchise; and <br />WHEREAS, Cablevision is a subsidiary or division of American Television and <br />Communications Corporation ("ATC"); <br />WHEREAS, ATC is a majority owned subsidiary of Time Warner Inc., ( "Time <br />Warner "), a widely held New York Stock Exchange company which intends to create a <br />new limited partnership entity comprised of the business and assets of its filmed <br />entertainment, programming and cable divisions, which entity shall be known as Time <br />Warner Entertainment Company, L.P. ( "TWE "); and <br />WHEREAS, Time Warner will retain majority ownership as well as operating <br />and management control of TWE and will operate TWE as a controlled subsidiary of <br />Time Warner employing the assets of ATC including the Franchise and Cablevision, and <br />the assets of Warner Cable, Lorimar Telepictures, HBO, and Warner Bros.; and <br />WHEREAS, Time Warner intends to offer minority limited partnership interests <br />in TWE to strategic partners in TWE, including Toshiba Corporation and C. Itoh & Co. <br />Ltd.; and <br />WHEREAS, ATC will continue to exist as an operating division of TWE, with <br />the existing management structure remaining at both the local and corporate levels and <br />no change is anticipated in the manner in which the business and operations of <br />Cablevision are conducted; and <br />NOW, THEREFORE, be it resolved that, insofar as may be necessary or <br />advisable under the Prime Franchise and the Cablevision Limited Franchise, approval is <br />hereby given for the transfer of the Prime Franchise and the Cablevision Limited <br />Franchise, and the cable television systems operating pursuant thereto, to TWE or other <br />affiliated entity under the control of Time Warner, Inc. and such transfer is hereby <br />authorized and consented to in all respects. <br />