§ 2. Background and Purpose.

In 1984, Grantee requested that the Southwest Suburban Cable Commission ("SWSCC") and Member Cities substantially restructure certain aspects of the Franchise in response to the serious financial difficulties experienced by the Grantee. The SWSCC and Member Cities enacted the CATV Relief Ordinance and entered into the Performance Agreement in response to Grantee's request. The result was to reduce Grantee's Local programming Obligations and Franchise Fee requirement, provide Grantee with an incentive to refinance its debt obligation and increase the involvement of the SWSCC and Member Cities in funding Local Programming Obligations and monitoring Grantee's performance. The CATV Relief Ordinance Amendment was enacted in 1988 as a part of the transfer of control of Grantee and resulted in the continuance of the CATV Relief Ordinance with some modification.

In 1990, Grantee petitioned SWSCC to extend the provisions of the CATV Relief Ordinance and CATV Relief Ordinance Amendment (collectively "Relief Ordinances") through the term of the franchise. The SWSCC and Grantee reviewed the request through a franchise. The SWSCC and Grantee reviewed the request through a series of meetings of the SWSCC operating committee and commission. The parties concur that the implementation of the Relief Ordinances has contributed to the achievement of the original goal of the SWSCC and its Member Cities: stabilizing improving the financial condition of the Grantee. As a result, certain SWSCC oversight responsibilities and reporting requirements imposed by the Relief Ordinances and Performance Agreement are no longer necessary.

The SWSCC and Grantee also concur that certain changes in the usage of channels on the cable system and the provision of access programming, community access programming and local origination programming (collectively "Local Programming") resulted in a channel line-up including more satellite programming services than originally proposed by Grantee, as well as focusing Local Programming channels so as to better serve the Member Cities. The resulting programming line-up provides diversity and appeal to CATV subscribers while maintaining a strong Local Programming component. It was agreed that the mix and level of satellite services and Local Programming should be continued.

Finally, it was determined that since Grantee had improved and stabilized its financial condition, it should assume full responsibility for funding Local Programming as was contemplated at the time of the Franchise award. Since the SWSCC will no longer be a direct participant in the funding of Local Programming, it was determined that the role of the SWSCC in the oversight of Local Programming should be restructured.

The SWSCC has adopted a resolution approving the modification and extension of certain provisions of the Relief Ordinances and related documents ("SWSCC Resolution"). Each of the Member Cities must also adopt a similar Resolution. This Ordinance will be effective only if the terms of the SWSCC Resolution are satisfied and Grantee agrees to be bound by the terms of this Ordinance through the execution of an Acceptance Agreement.