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<br />SEVENTH AMENDMENT
<br />TO
<br />CABLE TELEVISION FRANCHISE AGREEMENT
<br />
<br />THIS SEVENTH AMENDMENT TO THE CABLE TELEVISION FRANCHISE
<br />AGREEMENT, effective as of the date specified below in Section 5, is entered into by the City
<br />of Santa Ana, a charter city and municipal corporation duly organized and existing under the
<br />Constitution and laws of the State of California ("Grantor"), and Adelphia Cablevision of Santa
<br />Ana, LLC, dba Adelphia Cable Communications, a Delaware Limited Liability Company
<br />("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 et seq. of the Santa Ana City Charter,
<br />former Article II of Chapter 15 of the Santa Ana Municipal Code (now uncodified), entitled
<br />"Community Antenna Television Systems," former Article III of Chapter 15 of the Santa Ana
<br />Municipal Code (now uncodified), entitled "Cable Television Subscriber Protection," and
<br />Ordinance No. NS-1628, as adopted on May 3, 1982, which granted a nonexclusive franchise to
<br />Group W Cable, Inc., a New York corporation. The terms of that nonexclusive franchise were
<br />set forth in that certain agreement dated June 21, 1982, entitled "An Agreement between the City
<br />of Santa Ana and Group W Cable, Inc. to Use the Streets and Public Ways within the City of
<br />Santa Ana for the Operation of a Cable Television System for Fifteen Years under Certain Terms
<br />and Conditions and Fixing an Effective Date." This Agreement was later modified by a First
<br />Amendment to Agreement dated February 7, 1983, by a Second Amendment to Agreement dated
<br />December 28,1984, by a Third Amendment to Franchise Agreement dated March 6,1989, by a
<br />Fourth Amendment to Cable Television Franchise Agreement dated June 12,2002, by a Fifth
<br />Amendment to Cable Television Franchise Agreement dated February 18, 2003, and by a Sixth
<br />Amendment to Cable Television Franchise Agreement dated August 2, 2004.
<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 />Sixth Amendment, is now scheduled to terminate at midnight on February 20,2005.
<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
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