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1iESOLIITTON NO. 00-
<br />A RESOLUTION GRANTING TSE CONSENT OF ORANGE COUNTY TO T$E
<br />TRANSFER OF CONTROL OF A CABLE TELEVISION FR.ANCffiSE FROM
<br />~~ktE WA3tNER, INC., TO AOL TIlVIE WARNER, INC., AND A TRANSFER OF
<br />CONTROL FROM MEDIA ONE GROIIP, INC., TO AT&T CORPORATION
<br />Time warner Entertainment-Advanc~lNewhouse Partaerabip
<br />("TWEAN"} holds three (3) valid non-txcluaive frane~ises to operate a cable television
<br />sy~em in Qrange County, North Caxolina (the "Franchising Authority"): and
<br />WHERF~AS, TWEAK is a subsidiary of Time Rraraer, Inc. ("TWI'~; and
<br />W~REAS, Media One Gtoup, Inc., ("Media One's holds a Z5.51'i6 interest in
<br />Time warner Pa~ertainment Company, L.P., ("TWE") which is turn Darla a 65.66%
<br />interest in T'4YEAN; and
<br />a wlwlly-owned ubsidiary of AT&? Carparation ("AT&T's is
<br />acquiring all of the shares of Media One p~ursuattt to as ent anti Plan of
<br />dated May 6, 1999, ("Transaction No. 1'~ so that following os~ngcl of the transaction,
<br />AT8tT wdl control as approximate 1T~o interest in TwEAN; and
<br />WHEREAS, TWI and America Online, Inc., ("AOL") have entered into an
<br />Agreement and Play ofMerger dated January 10, 2000 ("Transaction No. 2"}; and
<br />,WHEREAS, tlu merges agreemaat will result in a stock to stock merger
<br />("Tra~acxion No. 2'~ in which TRT ata~ AOL will merge with subsidiaries of a newly
<br />formed holding rampant'; and
<br />WHEREAS, as a result of Transaction No. 2, bath TWI and AOL call] become
<br />wholly awned subsidiaaies of th,e new cor~apany, AoL-T;me warAec, Imc. ("Aor~Tw"};
<br />and
<br />WHEF~EAS, the fiaachisee, TWEAK, and TWI, AOL-T`Y, Ntedia One, and
<br />AT&T, have requested the consent of the Franchising Authority, if it determines consent
<br />is necessary, tp the afarernentioned chauga ofcroatrol sad Tra~dsaction Noe. 1 and Z; sad
<br />WAS, on or about February 10, 2000,. TWA as transferor, aAd A4L-TW,
<br />as transf'aee, filed an FCC Form 394 soddng the consent o£ the Franchising Authority to
<br />Transaction No. 2; and
<br />WHEREAS, on or about February 18, 2004, Media One, transferor, and ATdtT,
<br />transfereq sled a Form 394 with the Franchising Authority seeking consent to
<br />Transaction No. 1; and
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