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<br />EXHIBIT A <br /> <br />May 22,2002 <br /> <br />Mr. James R. Carlson <br />City Manager pro tern <br />City of Eugene <br />777 Pearl Street <br />Eugene, OR 97401 <br /> <br />Dear Mr. Carlson: <br /> <br />We understand that the City of Eugene ("Franchising Authority") has several concerns <br />relating to certain compliance matters under the franchise held by TCI Cablevision of Oregon, <br />Inc. aka AT&T Broadband ("Franchisee"). The Franchising Authority has notified Franchisee of <br />its concern that it would not be appropriate to approve a change of control prior to resolution of <br />possible or alleged franchise violations with respect to the following issues, which are in no <br />particular order (collectively "Identified Issues"): <br /> <br />(1) Franchisee's dispute resolution policies and procedures relating to disputes between <br />the subscriber and Franchisee; <br /> <br />(2) Franchisee's notification that it will not collect or pay franchise fees based on revenues <br />derived from its cable modem Internet service as of April 1, 2002; <br /> <br />(3) Use of the Franchising Authority's public right-of-ways, and use of Franchisee's facilities <br />within the Franchise Authority's public right-of-ways by others; and <br /> <br />(4) Franchisee's compliance with franchise customer service standards and requirements. <br /> <br />In order to successfully complete the consent process currently taking place by the <br />Franchising Authority on the merger of AT&T Broadband and Comcast Corporation ("Merger") <br />by June 3, 2002 as agreed to by the Franchise Authority and the companies, the Franchise <br />Authority and the companies agree to discuss the Identified Issues towards reaching mutually <br />satisfactory resolutions, separate and independent from the consent process. The parties agree <br />to meet within 120 days from the date hereof and to make good faith efforts to resolve the <br />Identified Issues within six (6) months. <br /> <br />It is understood that the Franchising Authority's consent to the Merger shall not <br />extinguish the Franchising Authority's right and ability to pursue against Franchisee any remedy <br />available under the franchise with respect to any Identified Issues not mutually resolved. <br /> <br />It is also understood and agreed that except for Identified Issues mutually resolved by <br />the parties, the Franchising Authority and Franchisee shall not be deemed or construed to have <br />waived any claims, actions, or defenses with respect to Identified Issues or other possible or <br />alleged franchise violations duly noticed to Franchisee that remain unresolved. <br />