Res 2000-31 RESOLUTION NO. 31 -2000
A RESOLUTION PROVIDING FOR THE CHANGE IN CONTROL
OF A CABLE TELEVISION FRANCHISEE
WHEREAS, the City of Fridley("Franchising Authority")has granted a franchise to a subsidiary
(the "Franchisee") of Time Warner Inc. ("TWI")to provide cable television service; and
WHEREAS, TWI and America Online, Inc. ("AOL") have entered into an Agreement and Plan
of Merger(the "Merger Agreement")dated as of January 10,2000; and
WHEREAS, the Merger Agreement will result in a stock-for-stock merger(the "Transaction") in
which TWI and AOL will merge with subsidiaries of a newly formed holding company; and
WHEREAS, as a result of the Transaction both TWI and AOL will become wholly owned
subsidiaries of the new company, AOL Time Warner Inc.; and
WHEREAS, the Franchising Authority has concluded the Transaction will result in a change of
control of the Franchisee; and
WHEREAS, the Franchising Authority conducted a public hearing on March 20, 2000, to assess
the effect of the proposed transfer of ownership between TWI and AOL; and
WHEREAS, the Franchising Authority has been assured by representatives from TWI that the
transfer of ownership would cause no interruption in service or adverse impact on customers;
NOW, THEREFORE,BE IT RESOLVED BY THE FRANCHISING AUTHORITY:
1. To the extent required under the terms of the Franchise, the Franchising Authority
authorizes and consents to any change in control of the Franchisee resulting from the
Transaction.
2. The Franchisee shall remain responsible for all obligations under the Franchise.
3. The foregoing consent shall be effective upon the closing of the Transaction.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 10th
DAY OR APRIL, 2000.
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N•i CY /J P'' G S fi -MAYOR
ATTEST:
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DEBRA A. SKOGEN- CJY CLERK
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