R2007-212 APPROVING PRO FORMA ASSIGNMENT OF FRANCHISE TO ILLINOIS/INDIANA SYSTEMS GROUP, LLC

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9. On July 3, 2006 the City adopted Resolution No. R2006-93 issuing a Preliminary Assessment that Grantee's Franchise should not be renewed ("Preliminary Assessment"); and, 10. On August 22, 2006 Grantee requested that the City commence an administrative hearing pursuant to 47 U.S.C. § 546(c) ("Hearing"); and, 11. Following the appointment of a mutually acceptable hearing officer, the Honorable Judge Davis, and extensive discovery by the parties, the Hearing was originally scheduled to commence on April 2, 2007; and, � 12. On April 3, 2007 Grantee requested and was granted a continuance of the Hearing to obtain additional expert testimony in support of the Proposal and the Hearing was rescheduled to commence on June 18, 2007; and, 13. In 2007 the Illinois general assembly passed and adopted new state legislation altering the manner in which cable television and video franchises are granted in Illinois; and, 14. As a result of the new legislation and the Transaction described below, the City and Grantee determined to continue the franchise renewal hearing subject to an Agreement to Hold the Administrative Hearing in Abeyance, attached as Exhibit A ("Abeyance Agreement"). Background Regarding Proposed Change of Control 15. Insight Communications Company, L.P. ("Insight"), through direct or indirect subsidiaries, owns 50% of Grantee and controls Grantee's operations; Comcast Corporation, through direct and indirect subsidiaries, owns 50% of Grantee; and, 16. According to the Second Amendment to Amended and Restated Limited Partnership Agreement of Insight Midwest, L.P. ("Insight Midwest"), dated effective April 1, 2007, Comcast Corporation's 50% interest in Insight Midwest, held through TCI of Indiana Holdings, LLC ("Comcast-TCI"), an indirectly wholly- ! owned subsidiary of Comcast Corporation, will be redeemed and Comcast Corporation, through such wholly-owned indirect subsidiary, will receive control and ownership of the Franchise and System currently held by Grantee; and, 17. The transaction will occur in two steps: (a) the Grantee will assign the System and Franchise to Illinois/Indiana Systems Group, LLC, a wholly-owned subsidiary of Insight Midwest; and (b) immediately thereafter, Insight Midwest will transfer to Comcast-TCI 100% of the ownership interest in Illinois/Indiana Systems Group, LLC in redemption of Comcast-TCI's 50% interest in Insight Midwest (collectively, the "Transaction"); and, ioi�iaov� 2