1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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Ifto the Company: TCA Cable TV, Inc. 3015 SSE Loop 323 Tyler, Texas 75701 Attention: Mr. Fred R. Nichols Telephone: (903) 595-3701 Telecopier: (903) 596-9008 With a copy (which shall not constitute notice) to: TCA Cable TV, Inc. 3015 SSE Loop 323 Tyler, Texas 757 Attention: Jeffrey W. Brown, Esq. Telephone: (903) 595-3701 Telecopier: (903) 596-900& Any such notice will be deemed to be given when received, if personally delivered, sent by overnight delivery or sent by telecopy (during the recipient's normal business hours), and, if mailed, five days after deposit in the United States mail, properly addressed, with proper postage affixed. Any party may change its address for purposes of notice by giving notice in accordance with the provisions of this Section 1 1.5. Section 11.6 Governing Law and Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflicts oflaws principles of such State, except that the effects ofthe Merger under the laws of the State of Texas shall be governed by the TBCA. Any suit brought with respect to this Agreement, whether in contract, tort, equity or otherwise, shall be brought in the state or federal courts sitting in Delaware, the parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it, consents to service of process in any manner authorized by Delaware law, and agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner specified by law. Section 11.7 Further Actions. At any time and from time to time after the Closing, each party hereto shall, at its own expense (except as otherwise provided herein), take such actions and execute and deliver such documents as may be reasonably necessary to effectuate the purposes of this Agreement. Section 11.8 Gender_ Tense. Etc. Where the context or construction requires, all words applied in the plural shall be deemed to have been used in the singular, and vice versa; the masculine shall include the feminine and neuter, and vice versa; and the present tense shall include the past and future tense, and vice versa. Section 11.9 Severability. If any provision or any part of any provision of this Agreement shall be void or unenforceable for any reason whatsoever, then such provision shall be stricken and of no force and effect. However, unless such stricken provision goes to the essence of the consideration bargained for by a party, the remaining provisions of this Agreement shall continue in full force and effect and, to the extent required, shall be modified to preserve their validity. ATI/90584-8 54