R2007-211 AUTHORIZING EXECUTION OF SETTLEMENT AGREEMENT

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� . ' � ..� -• SETTLEMENT ACREEMENT WHEREAS, the City of Decatur, Illinois ("the City"), Insig]It Communications Midwest, LLC ("vlsight"), and TCI of Indiana Holdings, LLC ("Comcast"), are engaged in negotiations regarding the assignment of the cable franchise and related cable system assets located in Decatur, Illinois and held by Insight to Illinois/Indiana Systems Group, LLC ("New Grantee") and the transfer of contro] of New Grantee to Coincast (the"Proposed Transaction"); and WHEREAS, the City and Insight have been engaged in a formal franchise renewal proceeding pursuant to 47 U.S.C. §546, which proceeding has been suspending pending informal renewal negotiations between the City and Comcast; and WHEREAS, the City and Comcast have reached an agreement as to the disposition of the pending transfer request and renewal proceedings and wish to document that agreement herein; THE PARTIES HEREBY AGREE AS FOLLOWS: l. The City has reviewed and considered the FCC Form 394 Transfer Application (the "Application") filed by Comcast and Insight for the Proposed Transaction which will give Comcast 100% control and ownership of New Grantee and the cable system serving the City, and the City agrees to grant its consent to the Proposed Transaction as described in the Application in a consent resolution in the form as attached hereto as Attachment A, which form is acceptable to Comcast. 2. Upon the closing of the Proposed Transaction as described in the Application, the Franchise Agreement attached hereto as Attachment B shall be executed by Comcast and the City within 30 days. 3. The formal renewal proceeding involving the City and Insight shall remain in abeyance pending the Proposed Transaction, and upon the closing of the Proposed Transaction the formal renewal process shall automatically terminate. 4. In consideration of the renewed franchise, Comcast agrees to provide the City with a grant in the amount of $150,000 ("Settlement Grant"), with $75,000 to be paid upon execution of this Settlement Agreement and the balance paid within 30 calendar days of the closing of the Proposed Transaction. Comcast agrees that the Settlement Grant is not being paid to the City pursuant to any franchise agreement but is being paid in consideration for the settlement of litigation and/or contested matters. Comcast agrees that it will not attempt to deduct or offset the Settlement Grant from past, present or future franchise fees or public, educational or governmental support fees owed to the City under any other agreement. The Settlement Grant shall not be categorized, itemized, or passed through to subscribers as a separate line item on subscriber bills. The City agrees that no other payments for ti•ansaction or renewal related costs shall be due from Comcast. In the event the Proposed Transaction does not close, the City shall return the $75,000 advance grant payment to Coincast within thirty (30) �0>>>40�� 2