1995R02- KBLCOM, INC. AND TIME WARNER, INC.
RESOLUTION No. f S:-12 - ,;2-
RESOLUTION OF THE CJTY OF SCHERTZ, TEXAS ACKNOWLEDGlNG
AND COr.lSENTlNG '1'0 THE MERGER AND RELATED TB.ANSACTIONS
BE'l'W.I!;&'l KBLCOM INCORPORATED AND TIME WARNER, INC.
WHEREAS, KBL Cablesystems of the Southwest, Inc., dlb/a Paragon Cable (the
"Franchisee"), is the duly authorized holder of a franchise (the "J<'ranchise") authorizing the
operation and maintenance of a cable television system and authorizing the Franchisee to
operate a cable television syatAm.in the City of Schertz, Texas (thG "City"); and
WHEREAS, the City Council of the City is informed by the Franchisee that KBLCOM
Incorporated, a Delaware corporation ('KBLCOM">, is the parent ofthe Franchisee; and
WHEREAS, the City Council of the City is informed by theFrl\nchisee that KBLCOM
and Time Warner, Inc. ("TWI") have entered into an Agreement and Plan of Merger dated as
of January 26, 1995 (the "Agreement"), subject to, among other considerations, any required
approvul of the City with respect thereto; and
WHEREAS, the City Council of the City is informed that pursusnt to the Agreement,
a wholly-owned subsidiary of TWI will merge with and into KBLCOM, and KBLCOM, as the
surviving corporation, will become a wholly-owned llubllidiary of TWI (the "Transaction"); and
WHEREAS, the City Council of the City is informed that KBLCOM will continue to
own 100% of the Franchisee; and
WHEREAS, the Franchisee has tiled with the City a completed FCC Form 894 and haa
requested that the City acknowledge and consen~ to the Transaetion and confmn that no
further action is required to be taken by the City in connootion with the Transaction; .
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AS FOLLOWS:
SECTION 1. The City hereby acknowledges that the Transaction is taking place,
consents to the 'l'rnnsaction to the extent such consent may be roquired by Section 4 of the
Franchise, and confirms that no further action or consent of the City is required by the terms
oftbe Franchise or any other ordinance of the City.
SECTION 2. This l'eaolution dOlls not constitute and shall not be construed to
cOIllltitute a waiver of any obligation of the Franchisee under the Franchise.
SECTION 3. This resolution shall be effective upon the closing of the Transaction
pursuant to the terms and conditions described in the information provided by the Franchisee
to the City. The Franchisee shall promptly notify the City in writing of the elOl'ling (If the
TranBaction.
PASSED, ADOPTED, AND APPROVED~ thi'sday of _ iZjvd-iZjvd-
0: . X7~
By: Y"~
ATTEST: Mayor
,1995,
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City .:>ecretary .