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involved a change of control, did not require the prior consent of the Grantor under Section 1300 of the Santa Ana City Charter. E. On February 15, 2001, a Certificate of Amendment to Certificate of Formation was filed by Comcast Cablevision of Santa Ana, LLC with the Delaware Secretary of State. This Certificate of Amendment changed the name of Comcast Cablevision of Santa Ana, LLC to Adelphia Cablevision of Santa Ana, LLC. F. On June 25, 2002, Grantee, as well as its parent company (Adelphia Communications Corporation) and various affiliated entities, filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. The debtors are currently operating their respective businesses as debtors-in-possession and have the right to enter into this Seventh Amendment in the ordinary course of business. G. Grantor and Grantee desire to enter into this Seventh Amendment for the purpose of extending their respective rights and obligations under the Agreement for an additional period of time, not to exceed three months from its current termination date of February 20, 2005. THE PARTIES AGREE AS FOLLOWS: Section 1. Section 2.4 ("Duration") of Section 2 ("Grant of Franchise") of the Agreement is amended in its entirety to read as follows: "2.4 Duration. Notwithstanding any provisions to the contrary set forth in this Agreement, the term of the franchise is extended for an additional period of time not to exceed four months from its current expiration date of February 20, 2005. The franchise will terminate upon the first to occur of (i) the effective date of an agreement renewing the Cable Television Franchise Agreement; or (ii) midnight on June 20, 2005. Renewal, if any, will be in accordance with then applicable law." Section 2. Except as modified in this Seventh Amendment, either expressly or by necessary implication, the terms and conditions of the Agreement remain in full force and effect. Both parties reserve all rights under applicable provisions of the Cable Act, including Sections 626 and 635. Nothing herein shall be deemed or construed as a waiver, release, or surrender of any right that either party may have under the Cable Act or any other applicable law. Section 3. Grantee's execution of this Seventh Amendment will not constitute either an assumption or a rejection by Grantee of the Agreement, nor a waiver of Grantee's rights under Section 365 of the U.S. Bankruptcy Code (11 U.S.C. §365). Section 4. This Seventh Amendment will be legally binding upon the Grantor and Grantee from its "Effective Date," as specified in Section 5 below, and upon any assignee or transferee of the Agreement that may hereafter be authorized by the Grantor, or by the U.S. Bankruptcy Court, or both. 12097-0002\ 784594v4.doc 2