An ordinance to permit a change in control of the telecommunications franchise granted to MCImetro Access Transmission Services LLC by Ordinance No. 094-1192 caused by the Plan of Merger by and among Verizon Communications, Inc., Eli Acquisition, LLC and MCI, Inc.

WHEREAS, on October 18, 1994, the Metropolitan Council passed Bill No. 094-1192, granting a franchise to Access Transmission Services, Inc. (ATS) to "construct, maintain and operate" a telecommunications system using public right-of-ways under the provisions of Ordinance No. 094-1103, now codified as Chapter 6.26 of the Metropolitan Code of Laws; and

WHEREAS, MCImetro Access Transmission Services LLC, a wholly owned subsidiary of MCI, Inc. (MCI) is the successor by corporate election to MCImetro Access Transmission Services, Inc. and ATS by name change; and

WHEREAS, MCI has notified the Metropolitan Government that pursuant to the terms and conditions of an agreement and plan of merger by and among Verizon Communications Inc., Eli Acquisition, LLC and MCI a change in control of MCImetro Access Transmission Services LLC will occur for the purposes of the franchise granted to MCImetro Access Transmission Services LLC by Ordinance No. 094-1192; and

WHEREAS, because this merger affects the change of control of this LLC, and MCI has requested that the Metropolitan Government permit the change in control of the franchise granted by Ordinance No. 094-1192; and

WHEREAS, under the provisions of Section 6.26.290 of the Metropolitan Code of Laws, no telecommunications franchise may be transferred or assigned without the written permission of the Metropolitan Government by ordinance of the Metropolitan Council, which permission shall not be unreasonably withheld; and

WHEREAS, this change in control will not affect the LLC's obligations to the Metropolitan Government pursuant to the franchise agreement approved by Ordinance No. 094-1192.

NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY:

Section 1. The Metropolitan Council permits the change in control of MCImetro Access Transmission Services LLC resulting from the agreement and plan of merger by and among MCI, Eli Acquisition LLC and Verizon Communications, Inc. and that such change in control is hereby approved conditioned with the understanding that all obligations and duties lawfully imposed on MCImetro Access Transmission Services LLC under the franchise will be satisfied.

Section 2. That the recognition of the change in control granted by this Ordinance is not, nor shall it be, construed as a release of any obligation imposed on MCImetro Access Transmission Services LLC by the franchise granted by Ordinance No. O94-1192.

Section 3. That this Ordinance shall take effect from and after its passage, the welfare of The Metropolitan Government of Nashville and Davidson County requiring it.

Sponsored by: Jim Shulman, Mike Jameson, Amanda McClendon

Amendment No. 1
To
Ordinance No. BL2005-868

Mr. President:

I move to amend Ordinance No. BL2005-868 as follows:

1. By deleting Section 1 in its entirety and substituting in lieu thereof the following new Section 1:

Section 1. The Metropolitan Council permits the change in control of MCImetro Access Transmission Services LLC resulting from the agreement and plan of merger by and among MCI, Eli Acquisition LLC and Verizon Communications, Inc., and that such change in control is hereby approved conditioned upon the written confirmation that all obligations and duties lawfully imposed on MCImetro Access Transmission Services LLC, and its predecessors, will be satisfied.

2. By amending Section 2 by adding after the phrase "MCImetro Access Transmission Services", the phrase "and its predecessors".

Sponsored by: Jim Shulman

LEGISLATIVE HISTORY
Introduced:	November 15, 2005
Passed First Reading:	November 15, 2005
Referred to:	Budget & Finance Committee
Amended:	December 6, 2005
Passed Second Reading:	December 6, 2005
Passed Third Reading:	December 20, 2005
Approved:	December 30, 2005
By: