00-8874r
23
RESOLUTION NO. 8874
APPROVING THE TRANSFER OF CONTROL
OF KBL CABLE SYSTEMS OF THE SOUTHWEST, INC., THE
CABLE TELEVISION FRANCHISEE, RESULTING FROM
THE MERGER OF TIME WARNER, INC. AND
AMERICA ONLINE, INC. INTO AOL TIME WARNER, INC.
WHEREAS, on or about November 25,1996, the City of Richfield, Minnesota
("City") passed and adopted Ordinance No. 1996-27, granting a Cable Television
Franchise ("Franchise") currently held by KBL Cable Systems of the Southwest, Inc.
("Franchisee"), a subsidiary of Time Warner, Inc., doing business as Time Warner Cable
(collectively, "TW"); and
WHEREAS, on January 1 0, 2000, a certain Agreement and Plan of Merger
("Merger Agreement") was made and entered into by and among TW and America Online,
Inc. ("AOL"); and
WHEREAS, the. MergerAgreement contemplates the merging of a to-be-formed
TW subsidiary and a to-be-formed AOLsubsidiary with a parent holding company known
as AOL Time Warner, Inc. ("AOL Time Warner"); and
WHEREAS, TW and AOL have requested consent by the City to these mergers and
the resulting transfer of control of the Franchisee to AOL Time Warner; and
WHEREAS, under the Franchise and applicable state and federal law, the proposed
mergers and resulting transfer of control of the Franchisee require consent from the City;
and
WHEREAS, the City has reviewed the proposed mergers, transfer of control, and
the legal, technical, and financial qualifications of AOL Time Warner; and
WHEREAS, based on information obtained and on the reports and information
received by the City from TW and AOL, the City has found no reason to disapprove of the
proposed transfer of control of the Franchisee to AOL Time Warner.
NOW, THEREFORE, BE IT RESOLVED by the City Council for the City of Richfield
as follows:
1. The Franchise is in full force and effect, and the Franchisee is the lawful holder of
the Franchise.
2. The Franchisee will remain the lawful holder of the Franchise after consummation of
the mergers contemplated under the Merger Agreement.
3. The City hereby consents to and approves of the proposed transfer of control of the
Franchisee subject to:
a. Closing of the transaction contemplated within the Merger Agreement
pursuant to the terms and conditions described in information provided to the
City by TW and AOL.
b. AOL Time Warner or the Franchisee notifying the City in writing of the
completion of the mergers and the transfer of control within thirty (30) days of
the date of closing.
C. The Franchisee, within thirty (30) days of the date of closing, providing the
City with a signed acceptance of this Resolution in the form attached hereto
and incorporated herein by reference.
d. AOL Time Warner, TW, or the Franchisee, within thirty (30) days of the date
of adoption of this Resolution, reimbursing the City for substantially all
reasonable costs, expenses, and professional fees related to the City's
review and action on the proposed mergers and the transfer of control.
4. The City hereby waives any right of first refusal which the City may have to
purchase the Franchise, or the cable television system serving the City, but only as
such right of first refusal applies to the request for approval of the mergers and the
transfer of control now before the City.
5. In the event the mergers of the TW and AOL subsidiaries into AOL Time Warner
contemplated by the foregoing resolutions is not completed, for any reason, the
City's consent shall not be effective.
6. The City's approval of the transfer of control does not waive or diminish any lawful
authority of the City to require the provision of non-discriminatory access to the
cable system for providers of Internet access service, subject to applicable law.
The City and the Franchisee have not waived any rights, obligations, claims,
defenses, or remedies regarding the authority of the City to impose such conditions.
Prior to the enactment of any such requirement, the Franchisee shall be provided
with reasonable notice and an opportunity to be heard, including the right to present
evidence on any findings to be made by the City with respect to the need for such a
requirement.
7. To the maximum extent permitted by all applicable local, state, and federal laws,
this Resolution shall not be construed to in any way relieve the Franchisee nor limit
the Franchisee from any liability under the Franchise.
Approved by the City Council of the City of Richfield, Minnesota this 24th day of April 2000.
ATTLb4 p~
Thomas P. Ferber, City Clerk