1824RESOLUTION NO. I ~ ~'1
A RESOLUTION GRANTING CONSENT TO ASSIGNMENT AND
CHANGE OF CONTROL OF THE LOCAL CABLE TELEVISION
SYSTEM.
WHEREAS, Time Warner Entertainment Company, L.P. ("Franchisee") operates a cable
television system in the City of West Memphis, AR ("Franchise Authority"); and
WHEREAS, pursuant to a Redemption Agreement dated Apri120, 2005 by and among;
Comcast Cable Communications Holdings, Inc.; MOC Holdco II, Inc.; TWE Holdings II Trust;
Cable Holdco II, Inc.; Time Warner Cable, Inc.; Time Warner, Inc.; and TWE Holdings I Trust:
(1) the Franchisee cable system and franchise will be assigned in direct succession to TWE
Holding I LLC, then to Time Warner Cable Inc., then to Cable Holdco II, Inc. (all Time Warner,
Inc. subsidiaries) and (2) immediately thereafter, pursuant to the same Redemption Agreement,
all of the stock of Cable Holdco II, Inc. will be acquired by MOC Holdco II, Inc., an indirect
wholly-owned subsidiary of Comcast Cable Communications Holdings, Inc. The assignments
and change of control described herein shall collectively be referred to as the "Transaction' ;and
WHEREAS, Franchise Authority has concluded its approval is necessary for the above
described Transaction and has been provided an FCC Form 394 and related information for such
Transaction; and
WHEREAS, the Franchise Authority has considered and approves of the Transaction
described above.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF WEST MEMPHIS, ARKANSAS, AS FOLLOWS:
SECTION 1. 'The foregoing recitals are approved and incorporated herein by reference.
SECTION 2. The Franchise Authority consents to the Transaction described herein.
SECTION 3. This Resolution shall be deemed effective upon adoption.
SECTION 4. This Resolution shall have the force of a continuing agreement with the
Franchisee and the Franchise Authority shall not amend or otherwise alter this Resolution
without the consent of the Franchisee.
PASSED, ADOPTED AND APPROVED this day of ~~-, 2005.
By:
WILLIAM H. JO N, MAYOR
ATTEST:
.--
PHILLII' P ,CITY CLERK
SPONSORED BY:
Lti N-
RECEIVED
City Clerk's Office
Date/Time 7-a8-oS ~: it G,w
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