RES 1138 03/14/1995 RFSOLIMON NO. . 1138
RESOLUTION OF THE [CrrYrWVWJW0Bffl OF CZBOT_.o
APPROVING THE MERGER AND RELATED TRANSACTIONS
BETWEEN KBLCOM INCORPORATED AND TIM WARNS 4 INC.
WHEREAS, _ PARAGON CABLE ("Franchisee") is the duly
authorized holder of a franchise (as amended to date, the "Franchise") authorizing the
operation and maintenance of a cable television system (the "System") and authorizing
Franchisee to operate a cable television system in the 1C1tyM0W*1: and
WBEREAS, the Franchise was properly granted by the appropriate authority for the
(City/g73y xMam nWJ (the "Franchise Authority"): and
wEMREAS, KBLCOM Incorporated, a Delaware corporation ("KBLCOM"), is a parent of
Franchisee; and
WHEREAS,KBLCOM and Time Warner, Inc. ("TWI") have entered into an Agreement and
Plan of Merger dated as of January 25, 1995 (the "Agreement"), subject to, among other
considerations, any required approval of the Franchise Authority with respect thereto; and
VEMRU-S,pursuant to the Agreement, a wholly owned subsidiary of TWI will merge with
and into KBLCOM, and KBLCOM, as the surviving corporation, will become a wholly
owned subsidiary of TWI (the "Transaction"); and
WHEREAS, Franchisee and TWI have filed with the Franchise Authority a completed FCC
Form 394 and have requested consent by the Franchise Authority to the Transaction; and
WHEREAS, the Transactions are deemed to be in the best interests of the residents of the
[CltynZ0ZKXkKW* of CTBQT.n --•
NOW, THEREFORE, BE IT RESOLVED BY THE [CTTYMOW ZY] OF
CIBOLo AS FOLLOWS:
SECTION 1. The Franchise Authority hereby consents to the Transaction to the extent that
the consent of the Franchise Authority is required by the terms of the franchise and
applicable law.
SECTION 2. The consent herein granted does not constitute and shall not be construed to
constitute a waiver of any obligations of Franchisee under the Franchise.
SECTION I The Franchise Authority confirms that(a) the Franchise was properly granted,
(b) the Franchise is currently in full force and effect and will expire on 5M= _,
subject to options in the Franchise, if any, to extend such term, (c) the Franchise
2375:.:
supersedes all other agreements between the parties, (d) the Franchise represents the entire
understanding of the parties, (e) Franchisee is materially in compliance with the provisions
of the Franchise and there exists no fact or circumstance known to the Franchise Authority
which constitutes or which, with the passage of time or the giving of notice or both, would
constitute a material default or breach under the Franchise.
SECTION 4. Franchisee may transfer the Franchise or control related thereto to any entity
controlling, controlled by or under common control with Franchisee.
SECTIONS. This Resolution shall have the force of a continuing agreement with
Franchisee and TWI and the Franchise Authority shall not amend or otherwise alter this
Resolution without the consent of Franchisee and TWI.
SECTION 6. This Resolution shall be effective upon the closing of the Transaction
pursuant to the terms and conditions described in the information provided by the
Franchisee to the Franchise Authority, including the Agreement. Franchisee shall promptly
notify the Franchise Authority in writing of the completion of the Transaction.
PASSED, ADOPTED AND APPROVED tU&J4 da
1995.
BY�
ATTEST:
Clerk
I, the undersigned, being the duly appointed, qualified and acting Clerk of the
[Clty/T f50MM*j of cis_, hereby certify that the foregoing Resolution No.
1138 is a true, correct and accurate copy as duly and lawfully passed and adopted
by the governing body of the [City/TWnrWjkQwztll'] on the 14th_ day of
March . 1995.
Cam
Clerk
I