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23
<br />Draft #2A
<br />[WITH OPEN ACCESS PROVISION]
<br />RESOLUTION NO. 00-
<br />A RESOLUTION GRANTING THE CONSENT OF ORANGE COUNTY TO THE
<br />TRANSFER OF CONTROL OF A CABLE TELEVISION FRANCHISE FROM
<br />TIME WARNER, INC., TO AOL TIME WARNER, INC., AND A TRANSFER OF
<br />CONTROL FROM MEDIA ONE GROUP, INC., TO AT&T CORPORATION
<br />WHEREAS, Time Warner Entertainment-Advance/Newhouse Partnership
<br />("TWEAN") holds three (3) valid, non-exclusive franchises to operate a cable television
<br />system in Orange County, North Carolina (the "Franchising Authority"); and
<br />WHEREAS, TWEAN is a subsidiary of Time Warner, Inc. ("TWI"); and
<br />WHEREAS, Media One Group, Inc., ("Media One") holds a 25.51 % interest in
<br />Time Warner Entertainment Company, L.P., ("TWE") which in turn owns a 66.66%
<br />interest in TWEAN; and
<br />WHEREAS, awholly-owned subsidiary of AT&T Corporation ("AT&T") is
<br />acquiring all of the shares of Media One pursuant fo an Agreement and Plan of Merger
<br />dated May 6, 1999, ("Transaction No. 1 ") so that following closing of the transaction,
<br />AT&T will control an approximate 17% interest in TWEAN; and
<br />WHEREAS, TWI and America Online, Inc., ("AOL") have entered into an
<br />Agreement and Plan of Merger dated January l0, 2000 ("Transaction No. 2"); and
<br />WHEREAS, the merger agreement will result in a stock to stock merger
<br />("Transaction No. 2") in which TWI and AOL will merge with subsidiaries of a newly
<br />formed holding company; and
<br />WHEREAS, as a result of Transaction No. 2, both TWI and AOL will become
<br />wholly owned subsidiaries of the new company, AOL-Time Warner, Inc. ("AOL-TW");
<br />and
<br />WHEREAS, the franchisee, TWEAN, and TWI, AOL-TW, Media One, and
<br />AT&T, have requested the consent of the Franchising Authority, if it determines consent
<br />is necessary, to the aforementioned change of control and Transaction Nos. 1 and 2; and
<br />WHEREAS, on or about February 10, 2000, TWI, as transferor, and AOL-TW,
<br />as transferee, filed an FCC Farm 394 seeking the consent of the Franchising Authority to
<br />Transaction No. 2; and
<br />WHEREAS, on or about February 18, 2000, Media One, transferor, and AT&T;
<br />transferee, filed a Form 394 with the Franchising Authority seeking consent to
<br />Transaction No. 1; and
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