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[WITH OFEN ACCE55 AND NONDISCRIMINATION PROVISIONS] <br />RESOLUTION NO. 00-- <br />A RE50LUTxON GRANTXNG TSE CONSENT OF TO T#3E <br />TRA'~iSFER OF CONTROL OF A CABLE TELEVISION FRANCHISE FROM <br />TIME WARNER, INC., TO AOL TIME BARKER, ZNC., AND A TRANSFER <br />OF CQNTROL FROG! MEDIA QNE GROUP, INC., TO AT~T CARPORATION <br />WEEREAS, Time Warner Entertainment Advance/Newhouse <br />Partnership ("TWEAK") holds a valid, non-exclusive <br />franchise to operate a cable television system in <br />North Carolina (the "Franchising Authority"); <br />and <br />WHEREAS, TWEAK is a subsidiary of Time Warner, Inc. <br />("TWI"); and _ <br />WHEREAS, Media One Group, Inc., ("Media One") holds a <br />25.51$ interest in Time Warner Entertainment Company, L.P., <br />("TWE") which in turn owns a 66.66 interest in TWEAK; and <br />RHEREAS, a wholly-owned subsidiary of AT&T Corporation <br />("AT~T") is acquiring all of the shares of Media One <br />pursuant to an Agreement and Plan of Merger dated May 6, <br />X999, ("Transaction No. l") so that following closing of <br />the transaction, AT&T will control an approximate ].7~ <br />interest in TWEAK; and <br />WHEREAS, TWI and America Online, Inc., ("AOL") have <br />entered into an Agreement and Plan of Merger dated January <br />10, 2000 ("Transaction No. 2"); and <br />Tr?AEREAS, the ~.erger agreement will result in a stock <br />to stock merger ("Y'ransaction No. 2") in which TWx and AAL <br />will merge with subsidiaries of a newly formed holding <br />company; and <br />WHEREAS, as a result of Transaction No. 2, both TWI <br />and AOL will become wholly owned subsidiaries of the new <br />company, AOL-Time Warner, Inc. ("AOL-TW"); and <br />WF~REAS, the franchisee, TWEAK, and TWI, AOL-TW, Media <br />One, and AT&T, have requested the consent of the <br />Franchising Authority, if it determines consent is <br />necessary, to the aforementioned change of control and <br />Transaction Nos. 1 and 2; and <br />x9 <br />