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<br />INSURANCE ON FILE .
<br />WORK MAr PROCEEO 1ft
<br />UNT!L N~URANCE EXPIRES v.¿
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<br />CLERK OF CO CIL
<br />DATE: 03/<'110 5
<br />
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<br />
<br />A-2003-031
<br />
<br />FIFTH AMENDMENT
<br />TO
<br />CABLE TELEVISION FRANCmSE AGREEMENT
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<br />TillS FIFTH AMENDMENT TO THE CABLE TELEVISION FRANCmSE AGREEMENT,
<br />effective as of the date specified below in Section 6, is entered into by the City of Santa Ana, a
<br />charter city and municipal corporation duly organized and existing under the Constitution and
<br />laws of the State of California ("Grantor"), and Adelphia Cablevision of Santa Ana, LLC dba
<br />Adelphia Cable Communications, a Delaware Limited Liability Company ("Grantee").
<br />
<br />RECITALS:
<br />
<br />A. Grantee currently operates and maintains a cable television system in the
<br />City of Santa Ana under the authority of Sections 1300 !á~. of the Santa Ana City Charter,
<br />Article II of Chapter 15 of the Santa Ana Municipal Code, entitled "Community Antenna
<br />Television Systems," and Ordinance No. NS-1628, as adopted on May 3, 1982, which granted a
<br />nonexclusive franchise to Group W. Cable, Inc., a New York corporation. The terms of that
<br />nonexclusive franchise were set forth in that certain agreement dated June 21, 1982, entitled "An
<br />Agreement between the City of Santa Ana and Group W Cable, Inc. to Use the Streets and
<br />Public Ways within the City of Santa Ana for the Operation ofa Cable Television System for
<br />Fifteen Years under Certain Terms and Conditions and Fixing an Effective Date." This
<br />Agreement was later modified by a First Amendment to Agreement dated February 7, 1983, by a
<br />Second Amendment to Agreement dated December 28, 1984, by a Third Amendment to
<br />Franchise Agreement dated March 6, 1989, and by a Fourth Amendment to Cable Television
<br />Franchise Agreement dated June 12, 2002.
<br />
<br />B. Under the provisions of paragraph (d) of Section 13 of the Third
<br />Amendment to Franchise Agreement dated March 6, 1989, the City consented to the transfer of
<br />the cable television franchise from Group W Cable, Inc. to Comcast Cablevision of Santa Ana,
<br />Inc., a Delaware corporation.
<br />
<br />C. By letter dated January 31, 1997, and in accordance with Section 2.1
<br />("Grant") of the Agreement, as amended by the Second Amendment to Agreement dated
<br />December 28, 1984, the Grantee's predecessor-in-interest exercised its option to extend the
<br />initial IS-year term of the franchise for an additional five years by giving written notice by
<br />certified mail to the Grantor's City Manager. The Agreement, as previously extended by the
<br />Fourth Amendment, is now scheduled to terminate at midnight on February 20, 2003.
<br />
<br />D. In a transaction that was consummated on December 31, 2000, Comcast
<br />Cablevision of Santa Ana, Inc. was converted to a Delaware limited liability company, and all of
<br />the ownership interests in Comcast Cablevision of Santa Ana, LLC were transferred by its parent
<br />corporation, Comcast Cablevision Corporation of California, to a wholly-owned subsidiary of
<br />the ultimate parent corporation, Adelphia Communications Corporation. This transaction, which
<br />involved a change of control, did not require the prior consent of the Grantor under Section 1300
<br />of the Santa Ana City Charter.
<br />
<br />718762-2
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