ORDINANCE NO. O99-1811

ENACTED 08/17/1999

ORDINANCE NO. O99-1811

An ordinance approving the transfer and assignment of the cable television franchise held by Robin Media Group, Inc., to Brenmor Cable Partners, L.P., an entity controlled by TCI South Carolina IP-I, LLC, an affiliate of AT&T Corporation and repealing Ordinance No. O87-1767.

Whereas, Robin Media Group, Inc. ("Franchisee") owns, operates and maintains a cable television system (the "System") within the jurisdiction of the Metropolitan Government of Nashville and Davidson County ("Metropolitan Nashville"), pursuant to Bill No. 77-780 and Bill No. 087-1767, dated January 17, 1978 and June 16, 1987, respectively, as amended (the "Franchise"), and Franchisee is the current authorized holder of the Franchise; and

Whereas, both the Franchise and section 6.08.140 of the Metropolitan Code provide that Franchisee must apply for and obtain the prior approval of the Metropolitan Nashville Council to transfer the Franchise or control of Franchisee or the System to another person; and

Whereas, Franchisee is proposing to close the transactions discussed below (the "Transaction") and assign the Franchise and the assets of the System to Brenmor Cable Partners, L.P., ("Transferee"), an entity controlled by TCI South Carolina IP-I, LLC ("TCI-SCIP"), an affiliate of AT&T Corp. ("AT&T"), subject to, among other conditions, any required approval of Metropolitan Nashville with respect thereto; and

Whereas, InterMedia Partners IV, L.P. ("IP-IV") currently owns 100% of the Class A voting common stock of Franchisee, and TCID IP-V, Inc. ("TCID"), an affiliate of Tele-Communications, Inc. (now a subsidiary of AT&T) currently owns 100% of the non-controlling Class B common stock and certain preferred stock of Franchisee; and

Whereas, on April 20, 1999, various affiliates of Franchisee, AT&T and Transferee and certain other parties, entered into the following agreements and steps, and certain other interim steps, to consummate the Transaction: (1) a Contribution Agreement with InterMedia Partners of West Tennessee ("IPWT") by which IP-IV will contribute the Class A common stock of Franchisee to IPWT; (2) a Distribution Agreement whereby IP-IV dividends its interest in IPWT to its parent and general partner, InterMedia Capital Partners IV, L.P. ("ICP-IV"); (3) an Exchange and Redemption Agreement whereby ICP-IV exchanges the partnership interests in IPWT for the interests of those limited partners not affiliated with Transferee, resulting in a change in control of ICP-IV; (4) an Asset and Stock Purchase Agreement whereby IPWT will sell to Charter Communications LLC ("Charter") all of IPWT’s Class A common stock and equity interest in Franchisee; (5) a Stock Purchase Agreement pursuant to which TCID will sell all of its Class B Stock to Charter; and (6) an Asset Exchange Agreement between InterMedia Partners, a California limited partnership ("IP-I"), and Franchisee (as owned by Charter) pursuant to which IP-I will exchange certain systems in North Carolina, Georgia and Tennessee for Franchisee’s systems in Middle Tennessee; and

Whereas, thereafter, InterMedia Capital Management I, LLC, the current general partner in IP-I, will remove itself as the general partner in Transferee, and TCI-SCIP will be named as the new general partner of Transferee; and

Whereas, as a result of the Transaction, the Franchise and the System will be held by Transferee; and

Whereas, as a result of the Transaction, Transferee will be controlled by TCI-SCIP; and

Whereas, AT&T indirectly owns 89.729% of, and controls, TCI-SCIP; and

Whereas, as a result of the Transaction, AT&T will gain indirect ownership of, and the right to control, manage and operate the System; and

Whereas, on or about May 12, 1999, Franchisee filed an application with Metropolitan Nashville requesting the Metropolitan Council’s approval of the transfer and assignment of the Franchise from Franchisee to Transferee (the application, together with all correspondence and information provided by Franchisee, Transferee, TCI-SCIP and AT&T concerning the application being hereinafter referred to as the "Application"); and

Whereas, Metropolitan Nashville has reviewed and relied upon the Application, as well as all relevant documents, staff reports, public comments and recommendations, and the representations of Franchisee, Transferee, TCI-SCIP and AT&T concerning the proposed transfer of the Franchise from Franchisee to Transferee; and

Whereas, the Metropolitan Council upon the recommendation of the CATV Special Committee has determined that approval of the proposed transfer of the Franchise from Franchisee to Transferee is in the public interest, provided that Transferee and AT&T are willing to accept certain terms and conditions relating thereto, such terms and conditions being set forth below in this Ordinance, in an Acknowledgement of the Franchise by AT&T Corp. attached hereto as Exhibit A (such acknowledgement being hereinafter referred to as the "Franchise Acknowledgement"), and an Acceptance of the Franchise by Brenmor Cable Partners, L.P., attached hereto as Exhibit B (such acceptance being hereinafter referred to as the "Franchise Acceptance"); and

Whereas, Transferee and AT&T have agreed to accept such terms and conditions, AT&T has agreed to execute the Franchise Acknowledgement as specified herein, and Transferee has agreed to execute the Franchise Acceptance as specified herein; and

Whereas, Franchisee and Transferee have requested that, immediately following consummation of the Transaction, and in order to consolidate and simplify the administration of franchises by both Transferee and its affiliates and Metropolitan Nashville, Transferee and its affiliates be permitted to consolidate their franchises and operate the System solely pursuant to, and to abide by, the cable television franchise held by its sister affiliate, InterMedia Partners Southeast, in the form of a Cable Communications Franchise Agreement Between The Metropolitan Government of Nashville and Davidson County and Tele-Vue Systems, d/b/a/ Viacom Cable, dated May 5, 1995, Ordinance No. 095-1368 and Ordinance 095-1379, dated April 18, 1995, as amended (collectively, the "IPSE Franchise").

Now, therefore, be it enacted by the Council of The Metropolitan Government of Nashville and Davidson County:

Section 1. The Council hereby consents to and approves the transfer and assignment of the Franchise from Franchisee to Transferee, subject to the following conditions:

(a) The processing fee of $5,000 required by section 6.08.140F shall be paid.

(b) The transfer of the Franchise from Franchisee to Transferee shall be consummated within sixty (60) days of the date that this Ordinance is adopted and on the terms and conditions set forth in the Application and this Ordinance.

(c) The Council’s approval of the transfer of the Franchise from Franchisee to Transferee shall not constitute a waiver or release of any of the rights of Metropolitan Nashville under the Franchise, the IPSE Franchise, applicable federal or state law, or the Metropolitan Code of Laws, whether arising before or after the date of consummation of the transfer of the Franchise from Franchisee to Transferee.

(d) Neither the Franchise, the IPSE Franchise, nor the System, nor any part of the System located in Metropolitan Nashville rights-of-way, shall be assigned or transferred, in whole or in part, to AT&T or to any subsidiary or affiliate of AT&T other than Transferee or InterMedia Partners Southeast without filing a written application to Metropolitan Nashville and obtaining the Council’s prior written approval to such assignment or transfer.

(e) Within fifteen (15) days of the consummation of the transfer of the Franchise from Franchisee to Transferee, AT&T shall file with Metropolitan Nashville a Franchise Acknowledgement in the form attached hereto as Exhibit A, executed by AT&T and certified and sworn to as the legally binding act of AT&T.

(f) Within fifteen (15) days of the consummation of the transfer of the Franchise from Franchisee to Transferee, Transferee shall file with Metropolitan Nashville the Franchise Acceptance attached hereto as Exhibit B, executed by Transferee and certified and sworn to as the legally binding act of Transferee.

Section 2. If any of the conditions specified in Section 1 hereof are not satisfied, then the Council’s approval of the transfer of the Franchise from Franchisee to Transferee is denied.

Section 3. Immediately upon consummation of the Transaction, Transferee shall surrender the Franchise and operate the System pursuant to, and in compliance with, the IPSE Franchise. Upon consummation of the Transaction, the Franchise shall be deemed rescinded and shall have no further force and effect, and 087-1767 shall be repealed.

Section 4. Any material misrepresentation in the Application shall constitute a material violation of the IPSE Franchise and shall be subject to all of the remedies available to Metropolitan Nashville under the IPSE Franchise and the Metropolitan Code of Laws.

Section 5. Any violation of this Ordinance shall constitute a material violation of the IPSE Franchise and shall be subject to all remedies available to Metropolitan Nashville under the IPSE Franchise and the Metropolitan Code of Laws.

Section 6. This Ordinance shall not be construed to grant or imply the Council’s consent to any other transfer or transaction that may require the Council’s consent under the IPSE Franchise or applicable federal or state law or the Metropolitan Code of Laws. Metropolitan Nashville reserves all its rights with regard to any such future transactions.

Section 7. This Ordinance is a final decision on the Application within the meaning of 47 U.S.C. § 537, and for these purposes the Application is deemed acted upon on the date this Ordinance is enacted by the Council.

Section 8. This Ordinance shall take effect after its passage, the welfare of the Metropolitan Government of Nashville and Davidson County requiring it.

Sponsored By: Ronnie Steine & Leo Waters

EXHIBIT A

ACKNOWLEDGEMENT OF THE FRANCHISE

BY AT&T CORP.

AT&T Corp., a New York corporation ("AT&T"), hereby (1) acknowledges the Cable Communications Franchise Agreement Between The Metropolitan Government of Nashville and Davidson County and Tele-Vue Systems, d/b/a Viacom Cable, dated May 5, 1995, Ordinance No. 095-1368, and Ordinance No. 095-1379, dated April 18, 1995, as amended (collectively, the "Franchise"), and (2) agrees that it will not cause, nor will it cause any of its subsidiaries or affiliates to cause, Brenmor Partners, L.P., InterMedia Partners Southeast, or any successor holder of the Franchise over which AT&T exercises control or influence, to fail to abide by the terms and conditions of the Franchise or the Metropolitan Code of Laws.

AT&T further agrees to abide by and accept the terms and conditions in Ordinance No. ____, An Ordinance of the Metropolitan Government of Nashville and Davidson County Approving the Transfer and Assignment of the Cable Television Franchise Held by Robin Media Group, Inc., to Brenmor Cable Partners, L.P., an Entity Controlled by TCI South Carolina IP-I, LLC, an Affiliate of AT&T, enacted ____, 1999.

AT&T warrants and represents that this Acknowledgement is executed by a person lawfully authorized to act on its behalf and that this Acknowledgement is a legally binding obligation of AT&T.

AT&T CORP.

A NEW YORK CORPORATION

BY: ________________________

NAME: ________________________

TITLE: ________________________

I HEREBY CERTIFY, that on this ____ day of ____, 1999, before me, the subscriber, a Notary Public of the State of _______, in and for ____, ____, aforesaid, personally appeared ____ of ____ and acknowledged the foregoing Acknowledgement of the Franchise by AT&T Corp., in ____, ____, to be the act and deed of said Corporation.

As WITNESS my hand and Notary Seal.

________________________________

Notary Public

My Commission Expires:

EXHIBIT B

ACCEPTANCE OF THE FRANCHISE

BY BRENMOR Cable Partners, L.P.

Brenmor Cable Partners, L.P., a California limited partnership ("BCP"), hereby (1) accepts the Cable Communications Franchise Agreement Between The Metropolitan Government of Nashville and Davidson County and Tele-Vue Systems, d/b/a Viacom Cable, dated May 5, 1995, Ordinance No. 095-1368, and Ordinance No. 095-1379, dated April 18, 1995, as amended (collectively, the "IPSE Franchise"), and (2) agrees that it will abide by the terms and conditions of the IPSE Franchise and the Metropolitan Code of Laws.

BCP further agrees to abide by and accept the terms and conditions in Ordinance No. ____, An Ordinance of the Metropolitan Government of Nashville and Davidson County Approving the Transfer and Assignment of the Cable Television Franchise Held by Robin Media Group, Inc., to Brenmor Cable Partners, L.P., an Entity Controlled by TCI South Carolina IP-I, LLC, an Affiliate of AT&T, enacted ____, 1999.

BCP warrants and represents that this Acceptance is executed by a person lawfully authorized to act on its behalf and that this Acceptance is a legally binding obligation of BCP.

BRENMOR CABLE PARTNERS, L.P.

A CALIFORNIA LIMITED PARTNERSHIP