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<br />February 12, 1998 <br /> <br />TeA ~hNACEMENT Cmll',\NY <br />30t5 SSHOlW 323 <br />TYl.ER, TEXA~ 75701 <br />(903) 595-3701 <br />FAX: (903) 595.]929 <br /> <br />~/j"/;j~rt!\', 1;;",:\'1 :. :~,.~ <br /> <br />~~ <br />.~~ <br />MANAGEMENT COMPANY <br /> <br />Honorable Mayor Eric Clifford <br />P. O. Box 9037 <br />Paris, Texas 75461 <br /> <br />Re: Assignment of Lease Agreement between the City of Paris and Midwest Video Corporation, <br />dated Deccmber 12,1980, for a term of25 years beginning October 1, 1980 and ending on <br />September 30,2005, leasing property located in Lamar County, Texas, being a part of w1wt <br />is commonly known as the Legion Airport properties located West of North West 19th <br />Street in the City of Paris, Texas <br /> <br />De~r ~.1uyor Clifford: <br /> <br />Please be advised that TCA Cable TV, itself or by and through one of its subsidiaries ("TCA"), has <br />entered into a General Partnership with TCI American Holdings, IV, L.P. ("TCI"), pursuant to which TCA <br />and TCI agreed to transfer certain franchises and assets including all rights under the above-referenced <br />Agreement into that Partnership. Under the Partnership agreement, TCA by and through TCA Holdings fl, <br />L.P., owns 80% and TCI 20% of the Partnership. <br /> <br />In connection with the formation of the Partnership, TCA's respective franchises, contracts, <br />casements, leases, and other agreements will be assigned to and accepted by the Partnership. <br /> <br />TCA's agreement with your company requires your consent to the assignment of the Agreement to <br />TCA Cable Partners II. Accordingly, TCA and TCA Cable Partners II request that you consent to the <br />assignment to the Partnership by signing the enclosed copy of this Ictter and returning to my attention at <br />TCA in the e~closed self-addressed, stamped envelope. <br /> <br />Your prompt attention to this matter is greatly appreciatcd. Should you have any qucstions or need <br />to discuss anything, please do not hesitate to phone me. <br /> <br /> <br />.1tJ <br /> <br />ef rey W. Brown <br />'neml Counsel <br /> <br />Consent to effective as of February 2, 1998 <br /> <br />CITY OF PARIS, PARIS, TEXAS <br />(Name of Contracting Party) <br /> <br />By: <br /> <br />Eric S. Clifford <br />Title: Mayor <br /> <br />ATTEST: <br /> <br />Mattie Cunningham, City Clerk <br /> <br />La w/parlners/a Ie h.en t <br /> <br />EXHIBIT A <br />