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Letter of agreement between Comcast and Baltimore City
Comcast will provide a $570,000 training grant in exchange for the City giving up four cable access channels worth, by Comcast's estimates, about $77 million.


December 6, 2004


Ms. Marilyn Harris-Davis
Mayor's Office of Cable Communications
8 Market Place, Suite 200
Baltimore, MD 21202

Dear Ms. Harris-Davis:

This letter is to confirm the agreement that has been reached between
Comcast of Baltimore City, L.P. ("Comcast") and the City of Baltimore
(the "City") with respect to Public, Educational and Governmental
("PEG") Access. The term of this agreement shall be twelve years,
beginning on January 1, 2005 ("Effective Date").

As you know, Comcast and the City have discussed their mutual interest
in improving the quality of PEG access programming available to
Baltimore City cable subscribers. Currently, only four channels of the
twelve that have been available to the City are used for PEG
programming. We have jointly concluded that if Comcast were to provide
the City with a technology training and development grant to assist it
in training members of the public in using facilities and equipment for
television production and for developmental purposes, the City and the
Mayor's Office of Cable Communications ("MOCC") could more effectively
focus on the creation and provision of robust and attractive programming
on a reduced number of PEG channels, particularly with regard to
enhancement of public access programming.

Accordingly, Comcast agrees to provide the City with a technology
training and development grant in the amount of $570,000. In exchange,
the City agrees to accept a reduction in the number of PEG channels it
is entitled to program from twelve to eight and to limit the activation
of additional PEG channels above the currently operating four channels
to one in any twelve month period. The technology training and
development grant is payable as follows: $80,000 in the first year of
this agreement, $70,000 in the second year of this agreement, $60,000 in
the third year of this agreement, and $40,000 each year for the
following nine years of this agreement. Annual payments will be made in
quarterly installments, simultaneously with Comcast's quarterly
franchise fee payments to the City, beginning with the first quarterly
payment due following the Effective Date. These payments made pursuant
to this letter agreement are in addition to, and not in lieu of, any
other commitments, fees or taxes owed by Comcast to the City, whether
pursuant to the Franchise Agreement between Comcast and the City or
otherwise.

If this letter correctly reflects your understanding of the agreement we
have reached, please countersign the enclosed copy in the space
provided.

Sincerely,

COMCAST OF BALTIMORE CITY, L.P.
By________________________________
Name:
Title:

Agreed to and accepted by:
THE CITY OF BALTIMORE
By_________________________________
Name:
Title:
Date: _________________

cc: Robert Jacobs
Michael Parker
Rosetta Kerr-Wilson
Angela Patrick
Ralph Tyler
Donald Huskey
Elizabeth Harris
Ernest Crofoot
Linda Barclay
Cedric Crump
Barbara Adams