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<br />written notice by certified mail to the Grantor's City Manager. The termination date of June 20, <br />2002, was extended by the Fourth Amendment, referenced above in paragraph (A) of these <br />Recitals, to February 20, 2003, was extended by the Fifth Amendment, referenced above in <br />paragraph (A) of these Recitals, to August 20, 2004, was extended by the Sixth Amendment, <br />referenced above in paragraph (A) ofthese Recitals, to February 20, 2005, and was further <br />extended by the Seventh Amendment, referenced above in (A) of these Recitals, to June 20, <br />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 />Adelphia Communications Corporation. This transaction, which involved a change of control, <br />did not require the prior consent of the Grantor under Section 1300 ofthe Santa Ana City <br />Charter. On February 15,2001, the name of Com cast Cablevision of Santa Ana, LLC was <br />changed to Adelphia Cablevision of Santa Ana, LLC. <br /> <br />E. Grantee has requested a renewal of its franchise. <br /> <br />F. In accordance with Article II of Chapter 15 of the Santa Ana Municipal <br />Code, California Government Code Section 53066, and the Cable Communications Policy Act of <br />1984, as amended (47 United States Code Sections 521 et ~.), Grantor is authorized to grant or <br />renew a franchise for the construction, operation, and maintenance of a cable television system <br />within the City of Santa Ana. <br /> <br />G. Grantor and Grantee have negotiated the terms of the franchise renewal, <br />which are set forth below, in accordance with applicable law. Grantee has agreed to comply with <br />the provisions of this Agreement and Article II of Chapter 15 of the Santa Ana Municipal Code <br />('"Chapter IS"), as it now exists. A copy of Chapter 15 is attached as Exhibit A and incorporated <br />by this reference. <br /> <br />H. The Grantor's City Council has reviewed the present and future cable- <br />related needs of the Grantor and its residents, the Grantee's record of service and its ability to <br />carry out its obligations under this Agreement, and the Grantee's financial, legal, and technical <br />qualifications to hold a cable television franchise, and has determined that the public interest <br />would be served by renewing Grantee's franchise subject to the terms and conditions of this <br />Agreement and the provisions of Chapter 15. <br /> <br />NOW, THEREFORE, in accordance with the provisions of Chapter 15 and this <br />Agreement, Grantor grants to the Grantee, and Grantee accepts from the Grantor, a renewal of <br />the cable television franchise. <br /> <br />I. RENEWAL OF FRANCHISE <br /> <br />1.1. Parties to the Agreement. <br /> <br />The parties to this Agreement are: <br /> <br />12097 -0002\6806 72v 19.00c <br /> <br />-2- <br /> <br />City of Santa Ana <br />EXECUTION COPY 4/07/05 <br />