Ordinance 2610-02 - Laserfiche WebLink

and a Separation and Distribution Agreement dated December 19, 2001 by and between AT&T and AT&T Broadband Corp. (the "Merger"); and WHEREAS, prior to the Merger,pursuant to an internal corporate restructuring, the cable franchise or stock of the Franchisee, or indirect ownership of the Franchisee, may be transferred through one or more internal transfers or mergers to another direct or indirect subsidiary of AT&T, or Franchisee may elect as permitted by law to convert or reorganize its legal form to a limited liability company(together with the Merger, the "Transactions"); and WHEREAS, following the Transactions, the resulting entity ("Resulting Entity") will be controlled by AT&T Comcast but will continue to operate the cable system ("System") and continue to hold and be responsible for performance of the cable franchise; and WHEREAS, Franchisee and AT&T Comcast asked the City to consent to the Transactions in accordance with the requirements of City Charter §13.6 and Everett Municipal Code §5.116.390 (1985) and have filed an FCC Form 394 ("Transfer Application") with the City requesting such consent; and WHEREAS, the City reviewed the Transfer Application, examined the legal, financial and technical qualifications of AT&T Comcast, followed all required procedures in order to consider and act upon the Transfer Application, and considered the comments of all interested parties; and WHEREAS, the City is willing to consent to the Transactions upon certain conditions; and Ordinance Consenting to Cable Television Franchisee's Change of Control and Internal Restructuring Page 2 of 4