Timer Warner Cable3030 Rt,t,sevclt Ave,rue
hldiam~polis, IN 46218
(317) 632-2288
(317) 632 5311 Far
d"(x, h:Q d t- Ale,.
April 21, 2000
APPROVED, AS TO
FORM
CITY OF CARMEL
C/O Douglas Haney, City Attorney
One Civic Square
Carmel, Indiana 46032
Lease dated May 20, 1987, between the City of Carreel ("Lessor"), and
AccuCable Co., an Indiana partnership, as amended by letter dated
September 22, 1995 consenting to assignment to Time Warner
Entertainment-Advance/Newhouse Partnership (the "Lease"); 211 SW 2na
St., Carreel, Hamilton County, IN 46032
Dear Mr. Haney:
Time Warner Entertainment-Advance/Newhouse Partnership CTWEAN") entered
into an agreement with several affiliates of Comcast Cable Communications, Inc.
pursuant to which TWEAN will transfer the assets, including its rights under the Lease
(the "Assets"), of its cable television systems serving the communities in and around
Indianapolis, Indiana to Comcast Cablevision of Indianapolis, L.P. CComcast').
The purpose of this letter is to request the consent of Lessor to the assignment by
TWEAN to Comcast, of all of its right, title and interest in and under the Lease. Lessor's
consent and such assignment shall be effective as of 11:59 p.m. on the closing date of
transfer of the Assets to Corncast (the "Effective Time"). As of the Effective Time,
Lessor automatically shall be deemed to have released TWEAN from its obligations and
liabilities under the Lease attributable to periods from and after the Effective Time.
Corncast has agreed to accept such assignment and to pay, discharge and perform all of
such obligations and liabilities under the Lease attributable to periods after the Effective
Time. TWEAN shall remain responsible for all obligations and liabilities under the Lease
attributable to periods proceeding the effective Time.
TWEAN also requests the consent of the Lessor to the grant of a security interest
(whether by collateral assignment or otherwise) in the Lease by Comcast or an affiliate of
Corncast to such lenders as may be selected by Comcast from time to time.
In addition, by executing below, Lessor represents that:
1. The Lease is in full force and effect and has not been modified, changed,
altered, supplemented or amended in any way (except to the extent described herein), the
Lease represents the entire agreement between Lessor and TWEAN regarding TWEAN's
use and occupancy of the premises under the Lease.
2. The term of the Lease, or the current extension period of the Lease,
expires on March 31, 2002, unless sooner terminated in accordance with the Lease.
3. The current rent payable under the Lease is $1,000 per year (the "Rent").
4. All Rent and other charges payable by TWEAN under the Lease have been
paid through the date of Lessor's signature below, and there has been no prepayment of
Rent other than as provided for in the Lease.
5. Lessor has no claim against TWEAN under the Lease for any failure to
perform or observe any of its obligations, and TWEAN is not in breach or default with
respect to any condition of the Lease.
6. As of the date set forth below Lessor's signature, all improvements and all
other work required to be performed by TWEAN under the Lease, if any, have been
completed in accordance with the Lease (or you have expressly waived the performance
thereof).
TWEAN respectfully requests that Lessor signify its approval and confirmation of
the above by executing this letter and returning it to me as soon as possible in the
enclosed self addressed, stamped envelope. Because we anticipate closing in early 2000,
your prompt reply would be greatly appreciated.
Thank you in advance for your assistance. Should you have any questions in
connection with this request, please feel free to call me at 317-632-9077.
Sincerely,
Rick E. Langhals
Vice President of Finance
APPROVED AND CONFIRMED
CITY OF CARMEL
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Date: fi/y/ 2.2, ,2000
Ratified and Approved this ~b'day of June, 2000.
CITY OF CARMEL, 1NDIANA
By and through its Board of Public Works and Safety
BY:tt4,,_' ~ t J'~
Date: ~ - ~Y'-~
ATTEST:
Date: tf - '/-O d