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RESOLUTION The matter of authorizing the City Manager to open a securities account and to sell, assign and endorse for transfer certificates of stock of AboveNet, Inc. was considered. _After a review and general discussion of the matter, Councilmember ~q/~__ j offered the following resolution and moved its adoption. BE IT RESOLVED: That the Council of the City of University City, Missouri, finds and declares as folloWS: 1. On November 1, 2000, pursuant to Ordinance No. 6270, University City and Metromedia Fiber Network Services, Inc. ("Metromedia") entered into a Right-of- Way Agreement, wherein Metromedia agreed to pay compensation to University City for the use of its public fights-of-way. 2. Metromedia failed to pay the required compensation, and on May 20, 2002, filed a petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. On October 16, 2002, University City timely filed its proof of claim against Metromedia. 3. Upon its emergence from bankruptcy, Metromedia changed its name to AboveNet, Inc. 4. Pursuant to the Second Amended Plan of Reorganization (the "Plan") approved by the Bankruptcy Court, University City received 252 shares of common stock of AboveNet, Inc., a Delaware corporation, evidenced by a certificate of stock issued December 31, 2003, as University City's initial distribution under the Plan. The 252 shares represent 90% of University City's current allocation under the Plan. 5. The Missouri Constitution prohibits a city from owning stock in any corporation. Mo. Const. Art. 6, Section 23. The Missouri Attorney General has opined that a city must dispose of stock within a reasonable time, taking into account an obligation to maximize the benefit to the political subdivision. Op. Atty. Gen. No. 51-88, Ortwerth, 1-29-88. 6. The City Manager is hereby authorized to sell, assign and endorse for transfer all certificates of stock of AboveNet, Inc., issued in the name of the City of University City, including said initial distribution and any subsequent distribution under the Plan. The City Manager is authorized to enter into and execute on behalf of University City all agreements and other documents necessary to sell, assign and endorse for transfer the certificates of stock.