R-00-1116•
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RESOLUTION NO. 1116
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A RESOLUTION PROVIDING FOR THE CHANGE IN CONTROL
OF A CABLE TELEVISION FRANCHISEE
WHEREAS, the City of Clermont ("Franchising Authority") has granted a franchise to a
subsidiary (the "Franchisee") of Time Warner Inc. ("TWI") to provide cable television service:
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;
WHEREAS, the Merger Agreement will result in astock-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
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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.
NOW, THEREFORE, BE IT RESOLVED BY 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, ADOPTED AND APPROVED this 14th day of March , 2000.
By:
Title: arol d S . Turvi 11 Jr. , Mayor
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ATTESTATION AND CERTIFICATION:
T' e: Josep E. VanZile, City Clerk
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i~~ TIME WARNER
COMMUNICATIONS
VIA HAND DELIVERY
February 9, 2000
LJ
Mayor and Council Members
City of Clermont
1 Westgate Plaza
Clermont, FL 34711
Deaz Mayor and Council Members:
As you know, the City of Clermont has granted a franchise to provide cable service to a subsidiary
of Time Warner Inc. ("TWI") which subsidiary does business as Time Warner Commuuucations. I
am writing to inform you of certain developments regazding TWI.
As you may have read, America Online, Inc. ("AOL") and TWI have announced astock-for-stock
merger in which each of TWI and AOL will merge with subsidiaries of a newly formed holding
company. As a result of the mergers, both TWI and AOL will become wholly owned subsidiaries
of the new holding company, AOL Time Warner Inc ("AOL Time Warner"). Under the terns of the
definitive merger agreement, TWI and AOL stock will be converted to AOL Time Warner stock at
fixed exchange ratios.
As explained above, both AOL and TWI will continue to exist as wholly owned subsidiaries of AOL
Time Warner. It also should be noted that Time Warner Cable and indirect subsidiaries and affiliates
of TWI and Time Warner Cable, including the current franchisee in your community, will continue
to exist as subsidiaries of AOL Time Warner, Inc. While it is uncleaz that this transaction requires
your approval, if you conclude that it does, we would appreciate the consideration and prompt
adoption of the accompanying form of resolution. We have enclosed one (1) original (and two (2)
copies) of FCC Form 394 which provides you with the information required by the FCC rules and
commences the review period provided for thereunder.
I would like to take this opportunity to assure you that the merger of AOL and TWI will have
absolutely no adverse impact upon our franchise with your community or the service that we
provide.
The franchise will continue to be held by the same entity. There will be no transfer of the
franchise.
Time Warner Communications will continue to be solely and exclusively responsible for
the day-to-day management and operation of the cable television system.
There will be no change in our commitment to provide our customers with the best in
programming choices and customer service at a competitive rate.
Uianc B. Pickel! •
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Mayor and Council Members
City of Clermont
• February 9, 2000
Page 2
• The local management and staff will remain the same.
• Local management will continue to report to the same executives of Time Warner Cable.
We believe this unique new enterprise, the premier global company delivering branded entertainment
and information across rapidly converging media platforms can only benefit our customers. AOL
Time Warner's creative and journalistic talent, technology assets and expertise, and management
experience will enable us to enhance consumer's access to the broadest selection of high quality
entertainment and information.
Please contact me should you have any questions. We certainly value the fine relationship we have
with your community.
Sincerely,
CJ ~~~
Diane Pickett
• Enclosures
cc: Wayne Saunders, City Manager
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