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EXHIBIT A <br />CHANGE OF CONTROL CONSENT AGREEMENT <br />This Consent Agreement (this "Agreement") dated .~ANUflR-Y ~~ , 1996, is entered into <br />between TCI Communications, Inc. ("TCIC") and the City of Pleasanton ("Grantor"). <br />RECITALS <br />A. Grantor has adopted a Cable Television Franchise Ordinance, codified in Chapter 6.52 of the <br />Pleasanton Municipal Code (the "Ordinance"). <br />B. Pursuant to the Ordinance, Tele-Vue Systems, Inc. d/b/a Viacom Cable ("Grantee") is the <br />duly authorized holder of a franchise (the "Franchise") authorizing operation of a cable television <br />system (the "System") servicing the residents of the Grantor, by reason of a Franchise Agreement <br />dated October 15, 1985, between Grantee and Grantor. <br />C. Grantee and TCIC have requested that the Grantor consent to the change of control of <br />Grantee from Viacom Inc. to TCIC, all as more fully described in the FCC Form 394, filed with the <br />Grantor in this regard. <br />D. The Ordinance provides that in no event shall a transfer of ownership or control be approved <br />without the successor in interest becoming a signatory to the Franchise Agreement (Section <br />6.52.040.J.6., Pleasanton Municipal Code). <br />E. Grantor is willing to consent to the change of control of Grantee, upon the condition that <br />TCIC executes this agreement. <br />F. TCIC is willing to execute this Agreement in connection with obtaining Grantor's consent, <br />with the understanding that this Agreement will become effective upon consummation of the change <br />of control of Grantee from Viacom Inc. to TCIC. <br />IN CONSIDERATION OF THE FOREGOING, and of the obligations contained below, the parties <br />agree as follows: <br />