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V O ID CITY OF GEM LAKE VOID .RESOLUTION LSO.2002-04 Is. March 2002 A Resolution Consenting: To Chattge Of Control And Internal Restructuring Of Cable TVFranchll ee WKMEAS, the:cable. fi-ancliiseholder C Vranchisee) in the City o#Gem. Lake (" Franehisew.Attthority") is an indirect subsidiary of Al &. -T Corti. ('`AT&T"), and AT&T intends to merge with Comcast Corporation ("Comcast'.') to, create a new company to be. known as AT&T.Cotitcast.Corporatibti-("AT&T Comcast") pursuant to the terms of an Agreement and Plan of Merger dated Pe.cember 19. J0.0I by-and.:arnong AT&T. Corp., AT&T Broadband Corp., Comcast Corporation and certain of their respective a0itiates and a Sel-aration. and Distribution Agreement dated .December 19, 2001 by and between AT&T :Corp. and AT&T Broadband C.orp..(the "Merger"), and WHEREAS, prior to the Merger; ptirsifati i6 an internal corporate restructuring, the cable franchise or stock. of the Franchise, or indirect:owner%h'ip ofi the Franchisee, maybe transferred through one or more internal transfers or mergei't6 another direct or indirect subsidiary of AT&T, -or Franchisee may elect,as pennitted by law to convertor reorganize it's legal form to a limited liability Company (together with the. Merger, the "Transactions'); and WHEREAS, following the Transactions, the resulting entity will be controlled by AT&T Comeastbui will continue to operate the System and continue to hold and be responsible for. performance: of the cable franchise: and WHEREAS, the Franchise Autlority has reviewed. the Transfer Application; ftainined the Iegal,:financial. and technical qualifications.of.A'T 8.'r 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 Franchise Authority is willing to consent to the Transactions:: NOW THEREFORE 13.E 1T RESOLVED AS FOLLOWS: SEC710N 1. The Franchise Autiibrit Adrebyconsents to the Transactions in accordance with the terms of the ca4le franchise And applicable law; and S>1t TIQN 2. 1`his. Restilution.shall be deemed effective upon.adoption; and SECTION 3. This Resolution shall have the force ofa continuing:agreentent*witir Franchisee and AT&;TComcast, and Franchise. Authority shall not amend or otherwise alter• this Resolution without the consent of the Franchisee .arAT&T Comcast. ATTEST T'he foregoing. resolution was offered by Council Member and.supported by Council Member _. and. ryas declared (adopted)*on a (unanimous} vote of the City. Council,