1989-118-RES WHEREAS, TEXAS COMMUNITY ANTENNAS SUBSIDIARY OF TCA CABLE TV IS CENTRAL COMMUNICATIONS

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ASSIGNMENT. ASSUMPTION AND CONSENT THIS ASSIGNMENT, ASSUMPTION AND CONSENT,dat~d as of the "Closing Date" as hereinafter defined, is made by and among COOKE SOUTH CENTRAL COMMUNICATIONS, INC. ("Seller") (previously known as McCaw South Central Communications, Inc.), TEXAS COMMUNITY ANTENNAS, INC. ("Buyer") a wholly owned subsidiary of TCA Cable TV, Inc. and the CITY OF PARIS ("Consenting Party"). WHEREAS, Seller owns and operates a cable television system in Paris, Texas (the "System"); WHEREAS, Seller and Consenting party are parties to that certain LEASE AGREEMENT dated November lO, 1980 (the "Agreement"); WHEREAS, Seller and Buyer have entered into an Asset Purchase and Sale Agreement dated as of July 14, 1989 (the "Asset Purchase Agreement") pursuant to which Seller shall sell, convey and assign substantially all of the assets owned by Seller related to the System, including without limitation Seller's right under the Agreement, and Buyer shall assume certain obligations with respect to the System, including without limitation, Seller's obligations under the Agreement, in each case, from and after the "Closing Date" as defined in the Asset Purchase Agreement; and WHEREAS, the consent of Consenting party is required under the Agreement and Consenting Party desires to so consent to the assignment and assumption of the Agreement. NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Seller hereby assigns and transfers to Buyer all of Seller's right, title and interest in and to the Agreement from and after the Closing Date. 2. Buyer hereby accepts such assignment and transfer, assumes all of the obligations and agrees to be bound by all of the terms and conditions of Seller under the Agreement from and after the Closing Date. 3. Consenting Party hereby consents to the assignment and transfer of the Agreement by Seller to Buyer with the further right of Buyer to assign its interests under the Agreement for security purposes only to such financial institutions as may be selected by Buyer to finance the acquisition and operation of the System. Consenting Party further agrees that Seller shall be (and is hereby) released and discharged from the performance of its duties and obligations under the Agreement arising from and after the Closing Date. Iahb$CO/117354lO22/ssagreelaacparll/kbl EXHIBIT A