Res 023-2000 3/7/2000RESOLUTION NO. � - `�� () �)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WICHITA
FALLS, TEXAS, CONSENTING TO CHANGING CONTROL OVER THE
CITY OF WICHITA FALLS' CABLE TELEVISION FRANCHISE; FINDING
AND DETERMINING THAT THE MEETING AT WHICH THIS
RESOLUTION WAS PASSED WAS OPEN TO THE PUBLIC AS
REQUIRED BY LAW.
WHEREAS, the City of Wichita Falls ( "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 American 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.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
SECTION 1. A. 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.
B. The Franchisee shall remain responsible for all obligations under the
Franchise.
C. The foregoing consent shall be effective upon the closing of the Transaction.
SECTION 2. It is hereby officially found and determined that the meeting at
which this resolution was passed was open to the public as required by law.
PASSED AND APPROVED this the 7th day of March 2000.
MAYO
ATTEST:
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—T City Clerk