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ORDINANCE NO. 1390 <br />SERIES 2002 <br /> <br />AN ORDINANCE CONSENTING TO THE TRANSFER OF <br />CONTROL OF THE CITY'S CABLE TELEVISION SYSTEM <br />FRANCHISEE TO AT&T COMCAST CORPORATION. <br /> <br /> WHEREAS, by Ordinance No. 1197, Series 1995, the City of Louisville, <br />Colorado granted to Scripps Howard Cable Company a ten-year franchise to own <br />and operate a cable television system in the City effective September 18, 1995 <br />(the "Franchise"); and <br /> <br /> WHEREAS, pursuant to Ordinance No. 1215, Series 1996, the City <br />consented to the transfer of control of the Franchise to Comcast Corporation; and <br /> <br /> WHEREAS, pursuant to Ordinance No. 1351, Series 2000, as amended <br />by Ordinance No. 1357, Series 2001, the City consented to the transfer of control <br />of the Franchise to Comcast Cablevision of Colorado I, LLC, a subsidiary of TCI <br />Atlantic, Inc. ("Franchisee"); and <br /> <br /> WHEREAS, Franchisee is a subsidiary of, and is controlled by, AT&T <br />Corp. (AT&T); and <br /> <br /> WHEREAS, AT&T intends to merge with Comcast Corporation <br />("Comcast") to create a new company to be known as AT&T Comcast <br />Corporation; and <br /> <br /> WHEREAS, the Franchise requires the City's consent to any transfer of <br />ownership or control thereof; and <br /> <br /> WHEREAS, AT&T has entered into an Agreement and Plan of Merger <br />dated December 19, 2001 (the "Merger Agreement") by and among AT&T Corp., <br />AT&T Broadband Corp., Comcast Corporation and certain of their respective <br />affiliates, and a Separation and Distribution Agreement dated December 19, <br />2001 by and between AT&T Corp. and AT&T Broadband Corp. (the "Merger"); <br />and <br /> <br /> WHEREAS, this merger will effect a change of control of the Franchisee <br />pursuant to the Franchise; and <br /> <br /> WHEREAS, pursuant to the Franchise and 47 U.S.C. ' 537, as amended, <br />AT&T and Comcast have requested the City approve the transfer of control of the <br />Franchisee from AT&T to AT&T Comcast; and <br /> <br /> <br />