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1541541v1 1 AGREEMENT This Agreement (the “Agreement”) is made this day of January, 2010, by the City of Missoula, Montana (the “City”) and Bresnan Communications, LLC (“Bresnan”). RECITALS WHEREAS, Bresnan operates a cable system in the City and pays franchise fees and PEG access fess (collectively “Fees”) pursuant to a November 3, 2003 Franchise Agreement adopted by the City as Ordinance No. 3237 (“Franchise”); and WHEREAS, Bresnan has agreed to submit payment to the City in the amount of One Hundred Twelve Thousand Five Hundred and No/100 Dollars ($112,500.00) regarding Fees due the City for the time period beginning with the effective date of the Franchise, November 3, 2003, until February 28, 2010 (“Accounting Period”); and WHEREAS, Bresnan and the City now desire to conclude, settle, release and discharge once and forever, all rights, claims, causes of actions, liabilities, disputes and demands arising out of or in any way relating to the Fees paid by Bresnan to the City during the Accounting Period (“Claims”); and WHEREAS, the City and Bresnan have also agreed to amend the Franchise to clarify how certain fee payments will be calculated going forward. NOW THEREFORE, in consideration of the foregoing, and in consideration of the mutual promises and obligations hereinafter set forth, and for good and valuable mutual consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement hereto agree as follows: AGREEMENTS 1. AMOUNT Bresnan shall submit payment to the City in the amount of One Hundred Twelve Thousand Five Hundred and No/100 Dollars ($112,500.00) (“Amount”) to settle all Claims. It is expressly understood and agreed that the Amount represents full and complete satisfaction and compromise of any and all Claims. It is further understood that the Amount shall not constitute “Gross Revenue” in whole or in part as that term is defined in the Franchise. 2. USE OF AMOUNT The City hereby agrees that the Amount may only be used to reimburse out-of-pocket fees and costs incurred by the City in an amount not to exceed Twenty-Five Thousand Dollars and No/Cents ($25,000.00) and for capital expenditures related to public, educational and governmental (“PEG”) access in accordance with applicable federal law. ---PAGE BREAK--- 1541541v1 2 3. RELEASE For the consideration set forth in this Agreement, the City does hereby release and forever discharge Bresnan, its parents, subsidiaries, officers, directors, shareholders, employees, predecessors, successors and assigns of and from any and all Claims. Payment of the Amount shall render moot any and all prior written notifications from the City to Bresnan alleging violation of the Franchise. 4. AMENDMENT The City and Bresnan shall amend the Franchise as follows to address the calculation of certain of the Fees from and after the Accounting Period; Bresnan shall be held harmless from any claims regarding the Fees from and after the Accounting Period until such time as this amended language is effective. Proposed Franchise Amendment - Exhibit B paragraph 6 insert a new subparagraph to read: In the case of collecting the Access Fee from multiple dwelling units (MDU’s), the “Subscriber” means each lessee, tenant or occupant not the building owner calculated using the city-wide MDU occupancy rate provided by The Missoula Organization of Realtors (“MDU Data”)._For the calendar year 2010, the occupancy rate shall be ninety-five percent (95%) and the occupancy rate for the following year and each subsequent year shall be established using the MDU Data from the prior year. The Grantee is not required to collect or remit the Access Fee beyond the calculation provided for in this paragraph for “unoccupied” units. 5. VOLUNTARY AGREEMENT This Agreement is freely and voluntarily given by each party, without any duress or coercion, and after each party has consulted with its counsel. Each party has carefully and completely read all of the terms and provisions of this Agreement. It is understood and agreed by the City and Bresnan that nothing herein shall be deemed to be an admission of liability by Bresnan with respect to the matter of this Agreement. 6. BINDING EFFECT This Agreement will inure to the benefit of and be binding upon the parties and their respective successors and assigns. The parties for themselves and their respective successors, assigns and legatees agree to join in or execute any instruments and to do any other act or thing necessary or proper to carry into effect this or any part of this Agreement. 7. GOVERNING LAW ---PAGE BREAK--- 1541541v1 3 This Agreement, and any controversies arising hereunder, shall be interpreted and adjudicated in accordance with the laws of the State of Montana and venue for any actions brought under this Agreement shall be located in state or federal court within the State of Montana. IN WITNESS WHEREOF, the parties have executed this Agreement as their free and voluntary acts and deeds, effective as of the date first above written. CITY OF MISSOULA, MONTANA BRESNAN COMMUNICATIONS, LLC By: By: Mayor Its: By: City Clerk