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Cable Franchise Agreement

by and between
County Commission of Jefferson County, West Virginia
and
Comcast of California/Maryland/Pennsylvania/Virginia/West Virginia, LLC

Dated: April 30, 2009

THIS CABLE FRANCHISE AGREEMENT (the "Franchise" or "Agreement") is entered into by and between the County Commission of Jefferson County, West Virginia, a duly organized county under the applicable laws of the State of West Virginia (the "County") and Comcast of California/Maryland/Pennsylvania/Virginia/West Virginia, LLC, a corporation duly organized under the applicable laws of the Commonwealth of Virginia (the "Franchisee").

WHEREAS, Franchisee has requested and the County wishes to grant Franchisee a nonexclusive franchise to construct, install, maintain, extend and operate a cable communications system in the Franchise Area as designated in this Franchise;

WHEREAS, the County is a "franchising authority" in accordance with Title VI of the Communications Act (see 47 U.S.C. §522(10)) and West Virginia Code §24D-1-2 (11) and is authorized to grant one or more nonexclusive cable franchises pursuant to Article 1 of Chapter 24D of the West Virginia Code and the Ordinance Enacting Guidelines and Requirements Pertaining to the Granting of a Cable Television Franchise in Jefferson County, West Virginia originally adopted July 12, 1990 and as amended thereafter ("Cable Ordinance");

WHEREAS, the County has identified the future cable-related needs and interests of the County and its citizens, has considered the financial, technical and legal qualifications of Franchisee, and has determined that Franchisee's plans for operation of its Cable System are adequate, in a full public proceeding affording due process to all parties;

WHEREAS, the County has found Franchisee to be financially, technically and legally qualified to operate the Cable System;

WHEREAS, the County has determined that in accordance with the provisions of the Cable Ordinance the grant of a nonexclusive renewal franchise to Franchisee is consistent with the public interest; and,

WHEREAS, the County and Franchisee have reached agreement on the terms and conditions set forth herein and the parties have agreed to be bound by those terms and conditions.

NOW, THEREFORE, in consideration of the County's grant of a renewal franchise to Franchisee, Franchisee's promise to provide Cable Service to residents of the County pursuant to and consistent with the Cable Ordinance, pursuant to the terms and conditions set forth herein, the promises and undertakings herein, and other good and valuable consideration, the receipt and the adequacy of which are hereby acknowledged,

THE SIGNATORIES DO HEREBY AGREE AS FOLLOWS:

DEFINITIONS

GRANT OF AUTHORITY; LIMITS AND RESERVATIONS

PROVISION OF CABLE SERVICE

SYSTEM OPERATION

SYSTEM FACILITIES

PEG SERVICES

FRANCHISE FEES

CUSTOMER SERVICE

REPORTS AND RECORDS

INSURANCE AND INDEMNIFICATION

TRANSFER OF FRANCHISE

RENEWAL OF FRANCHISE

ENFORCEMENT AND TERMINATION OF FRANCHISE

MISCELLANEOUS PROVISIONS

EXHIBIT A -    COUNTY BUILDINGS TO BE PROVIDED FREE CABLE SERVICE

EXHIBIT B - PEG CHANNELS

EXHIBIT C - CUSTOMER SERVICE STANDARDS