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CITY OR GEM LAKE RESOLUTION NO.2002-10 15 JULY 2002 A RESOLUTION CONSENTING TO THE APPLICATION OF AT&T CORP. FOR APPROVAL OF THE TRANSFER. OF CONTROL OF THE CABLE FRANCHISE OF AT&T BROADBAND ANI) INTERNAL RESTRUCTURING. W.HEI->;AS, MediaOne of Ramsey Washington, Inc., dba .AT&T. Broadband,. is the cable franchise holder -("Franchisee') in the. City of Gem .Lake. ("Franchise Authority) " and is an indirect subsidiary of AT&T Corp. WHEREAS, pursuant to an Agreement. and. Plan. of,Merger. dated as .of December I9, 206C by and among jkT&T, AT&T Broadband Corp., :Comcast Corporation (`Comcast }, AT&T Broadband .Acquisition Corp., Comcast Acquisition Corp. and AT&T Comcast Corporation and a Separation and Distribution Agreement dated December 19, 2001 by and between AT&T and AT&T Broadband 'Corp:.(collectively,. the "Merger Agreement") AT&T. and Comcast intend to create.a new.contpany.to be known as AT&T Comcast Corporation ("AT&T-Comaast'); WHEREAS, prior to the above±described merger, pursuant to an internal corporate restructuring, the cable franchise or stock of die 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 conv..ert.oir morganize its legal form to a limited liability company (together. with the Merger, the "Transactions"); And WHEREAS, following -the Transaetioris,:tlie resulting entity will be controlled by AT&T Comcast but Franchisee a=ill continue to operate the System .abd continue to hold and -be responsible for performance of the cable franchise; And WHEREAS; Franchisee and AT&T Comcast have requested that Franchise Authorityconsent to the Transactions in aecardence with.the requirements of the cable franchise and have filed an FCC. Form.394 ("Application") with the Franchise: Authority requesting such consent to the Transactions; and WHEREAS; the Franchise Authority has reviewed the Transfer Application., euaniined* the legal; financial and technical qualifications of AT&T Comcast, followed a11. re nuired.procedures in order to. consider* hnd act upon the AppIication,.and considered tile comments of all interested parties; and WHEREAS, the Franchise. Authority is willing to consent to,the.Transactions. NOW, THEREFORE, BE IT RESOLVED AS'FOI.LOWS: SECTION 1. The Franchise. Authority hereby consents to. tho Transactions in accordance with the terms of the cable franchise and applicable law and.suOjw w the .following conditions: SECTION 1.1 Neither:.the Franchise, nor any control thereof,. not the System, nor any part of the. System locate(.in the City's public.rights-of-way or on the City's proporty, shall be assigned ortransferred, in whole or in part, without fling:a written.application with the City and'obtaining the City's. prior written approval of suq transfer or assignment, but only to the extent required by applicable law.. SECTION 1.2 The City's approval. of the Transfer Application is made without prejbdice to.or waiver of, the City's right to fully investigate -and consider during anv future franchise renewal. process; a) Franchisee's financial, technical and legal*qualifications; b) Franchisee's compliance with tile Franchise -Documents; and, c) Ov other lawful relevant considerations. SECTION. I.3 After the Proposed Transactioti,.Franchisee wilI be bound'by all the cornrnin7ients,.duties and obligations, present and continuing, embodied in the Franchise Documents and applicable law. The 'Proposed . _ Transaction will have no etl' ct on these obligations: SECTION 1.4 Nothing in this Resolution amends or alters the -Franchise Documents or any requiretments. therein in any way; and all provisions of the: Franchise Documents remain in full force and effect and are enforceable in accordance with their lenns and with applicable law.. Page 1 of 2