2000-012 RESOLUTION NO. 2000-].2
APPROVING THE TRANSFER OF CONTROL OF
KBL CABLESYSTEMS OF THE SOUTHWEST, INC.,
THE CABLE TELEVISION FRANCHISEE,
RESULTING FROM THE MERGERS OF SUBSIDIARIES OF
TIME WARNER, INC. AND AMERICA ONLINE, INC.
INTO AOL TIME WARNER, INC.
WHEREAS, on or about January 1, 1987, the City of Hopkins, Minnesota
("City") passed and adopted Ordinance No. 96-792, granting a Cable Television
Franchise ("Franchise") currently held by KBL Cablesystems of the Southwest,
Inc. ("Franchisee"), a subsidiary of Time Warner, Inc., doing business as Time
Warner Cable (collectively, "TWI"); and
WHEREAS, on January 10, 2000, a certain Agreement and Plan of
Merger ("Merger Agreement") was made and entered into by and among TWI
and America Online, Inc. ("AOL"); and
WHEREAS, the Merger Agreement contemplates the merging of a to-be-
formed TWI subsidiary and a to-be-formed AOL subsidiary with a parent holding
company known as AOL Time Warner, Inc. ("AOL Time Warner"); and
WHEREAS, TWI 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
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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 TWI 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, the City Council for the City resolves 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 TWI 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
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Resolution in the form attached hereto and incorporated
herein by reference.
d. AOL Time Warner, TWI, 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 TWI 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
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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
re ieve the Franchisee nor limit the Franchisee from any liability
under the Franchise.
This Resolution shall take effect and continue and remain in effect from
and after the date of its passage, approval, and adoption.
A motion to approve the foregoing Resolution No. 2000-12 was made
by Council Member ~esch and duly seconded by Council Member Jenser~,.
The following Council Members voted in the affirmative:
Maxwell
B rau~ en
.J'er~r
Johnson
The following Council Members voted in the negative:
None
Passed and adopted by the City Council for the City this 1,8thday of
April , 2000.
CITY OF HOPKINS, MINNESOTA
By:
Its:
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