RE 09-22-98.1 RESOLUTION NO. 092298.1
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COPPELL,
TEXAS, APPROVING THE TRANSFER OF THE CABLE TELEVISION FRANCHISE;
PROVIDING A REPEALING CLAUSE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Paragon Communications, d/b/a Paragon Cable ("Franchisee"), a wholly-
owned indirect affiliate of Time Warner, Inc. ("Time Warner"), owns, operates and maintains a
cable television system ("System") in the City of Coppell, Texas (the "Franchise Authority"),
pursuant to Ordinance No. 93615 (the "Franchise"), and the Franchisee is the duly authorized
holder of the Franchise; and
WHEREAS, Time Warner Entertainment-Advance/Newhouse Partnership ("TWE-
A/N"), a New York general partnership two-thirds owned by Time Warner Entertainment
Company, L.P. ("TWE"), another affiliate of TWE-A/N (together with TWE-A/N, the "Time
Warner Partners"), TCI Texas Cable Holdings LLC, TCI Texas Cable Holdings LLC (together
with TCI Texas Cable Holdings LLC, the "TCI Partners"), and Texas Cable Partners, LP, a
Delaware limited partnership owned 50% by the Time Warner Partners and 50% by the TCI
Partners (the "Partnership"), are parties to that certain Contribution Agreement dated as of June
23, 1998 (the "Contribution Agreement"), which provides for the transfer o£the System and the
Franchise to the Partnership at the closing contemplated by the Contribution Agreement (the
"Closing");
WHEREAS, at the Closing, the Partnership will enter into a Management Agreement
with Time Warner Cable, a division of TWE, providing for the management of the Partnership,
the System and the Franchise by Time Warner Cable and Time Warner Cable will engage an
affiliate of the TCI Partners to provide various day-to-day operating and support services with
respect to the System and such affiliate of the TCI Partners will employ the System-level
personnel, although Time Warner Cable will retain exclusive management and supervisory
functions for the Partnership with respect to the System and the Franchise;
WHEREAS, AT&T Corp. and Tele-Communications, Inc. ("TCI") are parties to a
merger agreement which provides For AT&T Corp. to acquire control of TCI, the ultimate parent
o£ each TCI Partner; and
WHEREAS, the transfer of the Franchise to the Partnership (regardless of whether
AT&T Corp. is or becomes the ultimate owner of the TC1 Partners)(the "Transfer," which term
shall include any necessary transfers of the System and the Franchise through one or more
affiliates o£Franchisee) is deemed to be in the best interest o£ the residems o£ the City of Coppell,
Texas.
SS20229
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS:
SECTION 1. That the Franchise Authority hereby consent to the transfer of the
Franchise to Texas Cable Panners, L.P., a Delaware limited partnership owned fiPty percent
(50%) by the Time Warner Partners and fifty percent (50%) by the TCI Partners (including, if
applicable, the control of the TCI Partners by AT&T Corp.), all in accordance with the terms of
the Franchise.
SECTION 2. The Franchise Authority confirms (a) the Franchise was properly granted
to Franchisee, (b) the Franchise is currently in full force and effect and will expire on October 26,
2008, subject to options in the Franchise, if any, to extend such term, and (c) the Franchise
supersedes all other agreements between Franchisee and the Franchise Authority and represents
the entire understandings of the parties.
SECTION 3. This Resolution shall be deemed effective upon the date of the Closing of
the Contribution Agreement (the "Closing Date").
SECTION 4. That all provisions of any Resolution of the City of Coppell, Texas, in
conflict with the provisions of this Resolution be, and the same is hereby, repealed, and all other
provisions not in conflict with the provisions of this Resolution shall remain in full force and
effect.
SECTION 5. This Resolution shall become effective immediately from and after its
passage, as the law and charter in such cases provide.
2 ss20229
DULY PASSED and approved by the City Council of the City of Coppell, Texas, on this
the~c~r~c~ dayof..__~/~n, ~x~,q, 1998.
APPROVED:
c~Y si:m~, ~Y6~/
ATTEST:
KATHLEEN ROACH, CITY SECRETARY
APPROVED AS TO FORM:
(PGS/ttl 8/18/98)
3 SS20229