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- 4 <br /> RESOLUTION NO. 4686 OP/ Zzosmi-g' <br /> A RESOLUTION of the City of Everett approving <br /> the change of control of the cable communications <br /> franchise. <br /> WHEREAS, Everett Cablevision, Inc. ("Franchisee") is duly authorized to operate and maintain <br /> a cable communications system in Everett, Washington (the "System") by City of Everett <br /> ("Franchise Authority") pursuant to a franchise (the "Franchise") granted by the Franchise <br /> Authority; and <br /> WHEREAS, pursuant to the Agreement and Plan of Restructuring and Merger among AT&T <br /> Corp. ("AT&T"), a newly formed wholly owned subsidiary of AT&T ("Merger Sub"), and Tele- <br /> Communications, Inc., the parent of Franchisee ("TCI"), dated as of June 23, 1998 (the "Merger <br /> Agreement"), Merger Sub will merge with and into TCI with TCI as the surviving corporation in <br /> the merger; and as a result of the transactions contemplated by the Merger Agreement, TCI will <br /> become a wholly owned subsidiary of AT&T (the "Transactions"); and <br /> WHEREAS, Franchisee will continue to hold the Franchise after consummation of the <br /> Transactions; and <br /> WHEREAS, FCC Form 394 with respect to the Transactions has been filed with the Franchise <br /> Authority; and <br /> WHEREAS, the parties have requested consent by the Franchise Authority to the Transactions. <br /> NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF <br /> EVERETT AS FOLLOWS: <br /> SECTION 1. The Franchise Authority hereby consents to and approves the Transactions to the <br /> extent that such consent is required by the terms of the Franchise and applicable law. <br /> SECTION 2. This Resolution shall be deemed effective in accordance with applicable law. <br /> PASSED, ADOPTED AND APPROVED this 18th day of November , 1998. <br /> r <br /> 9.4(3: - <br /> Councilmember Introducing Resolution <br /> Passed and approved this 18th day of November , 1998. grs;, <br /> — <br /> • <br /> ouncil President <br />