ENACTED 08/17/1999

SUBSTITUTE BILL NO. SO99-1810

A substitute ordinance approving the transfer of control of the cable television franchise held by Intermedia Partners Southeast from Intermedia Capital Management, LLC, to TCI Spartanburg IP-IV, LLC, an affiliate of AT&T Corporation.

Whereas, under authority of Ordinance 095-81 InterMedia Partners Southeast ("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 the Cable Communications Franchise Agreement between the Metropolitan Government of Nashville and Davidson County and Tel-Vue Systems, d/b/a/ Viacom, dated May 5, 1995, Cable Ordinance No. 095-1368, and Ordinance No. 095-1379, dated April 18, 1995, as amended (collectively "IPSE Franchise"), and with respect to certain assets acquired by InterMedia Partners of Tennessee, which has been merged into Franchisee, Franchisee also operates under Bill No. 77-780 and Bill No. 087-1767, dated January 17, 1978 and June 16, 1987, respectively, the franchise held by Franchisee's affiliate, Robin Media Group, Inc. ("RMG Franchise"), and Franchisee is the current authorized holder of both the IPSE Franchise and RMG Franchise (collectively, "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 Council to transfer control of Franchisee or the System to another person; and

Whereas, Franchisee is proposing to close a transaction (the "Transaction") to transfer control of Franchisee, which holds the Franchise and operates the System, to TCI Spartanburg IP-IV, LLC ("Transferee"), an affiliate of AT&T Corp. ("AT&T"), subject to, among other conditions, any required approval of Metropolitan Nashville with respect thereto; and

Whereas, the general partnership interest in InterMedia Partners, IV, L.P. ("IP-IV"), the parent of Franchisee, is owned by InterMedia Capital Partners IV, L.P. (the "Partnership"), and the managing general partner of the Partnership is InterMedia Capital Management, LLC ("ICM LLC"); and

Whereas, on April 20, 1999, ICM LLC, IP-IV, the Partnership, four entities affiliated with AT&T and the other limited partners in the Partnership entered into an Exchange and

Redemption Agreement ("Agreement") whereby as a result of the exchange or redemption of the partnership interests held by lCM LLC and the limited partners not affiliated with Transferee, Transferee will become the general partner and the AT&T affiliates will hold the other equity interests in the Partnership; and

Whereas, AT&T indirectly owns 89.729% of, and controls, the Transferee; and

Whereas, as a result of the Transaction and consummation of the Agreement, 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 Council's approval of the transfer of control of Franchisee from lCM LLC to Transferee (the application, together with all correspondence and information provided by Franchisee, lCM LLC, Transferee 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, lCM LLC, Transferee and AT&T concerning the proposed transfer of control of Franchisee from lCM LLC to Transferee; and

Whereas, the Metropolitan Council upon recommendation of the CATV Special Committee has determined that approval of the proposed transfer of control of Franchisee from lCM LLC to Transferee is in the public interest, provided that Franchisee, 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 Transfer Ordinance by Franchisee attached hereto as Exhibit B (such acceptance being hereinafter referred to as the "Franchise Transfer Acceptance"); and

Whereas, Franchisee, 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 Franchisee has agreed to execute the Franchise Transfer Acceptance as specified herein; and

Whereas, Franchisee and Transferee has requested that, immediately following consummation of the Transaction, and in order to consolidate and simplify the administration of franchises by both Franchisee and its affiliates and Metropolitan Nashville, Franchisee and its affiliates be permitted to consolidate their franchises and operate the System solely under, and pursuant to, the IPSE Franchise.

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

Section 1. The Metropolitan Council hereby consents to and approves the transfer of control of Franchisee from lCM LLC to Transferee, subject to the following conditions:

(a) The processing fee of $5,000 required by section 6.08.14OF of the Metropolitan Code shall be paid.

(b) The transfer of control of Franchisee from ICM LLC to Transferee shall be consummated within one hundred twenty days (120) 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 Metropolitan Council's approval of the transfer of control of Franchisee from ICM LLC to Transferee shall not constitute a waiver or release of any of the rights of Metropolitan Nashville under the Franchise or applicable federal or state law, or the Metropolitan Code of Laws, whether arising before or after the date of consummation of the transfer of control of Franchisee from lCM LLC to Transferee.

(d) Neither the 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 Franchisee without filing a written application to Metropolitan Nashville and obtaining the Metropolitan Council's prior written approval to such assignment or transfer.

(e) Within fifteen (15) days of the consummation of the transfer of control of Franchisee from lCM LLC 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 enactment of this Ordinance, Franchisee shall file with Metropolitan Nashville the Franchisee Transfer Acceptance attached hereto as Exhibit B, executed by Franchisee and certified and sworn to as the legally binding act of Franchisee.

Section 2. If any of the conditions specified in Section I hereof are not satisfied, then the Council's approval of the transfer of control of Franchisee from ICM LLC to Transferee is denied.

Section 3. Immediately upon consummation of the Transaction, Franchisee shall consolidate all of its Metropolitan Nashville cable television franchises and operate the System pursuant to the IPSE Franchise.

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

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

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, 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 of Control of the Cable Television Franchise Held by InterMedia Partners Southeast from InterMedia Capital Management, LLC, to TCI Spartanburg IP-IV, 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:

BY FRANCHISEE

InterMedia Partners Southeast, a California general partnership ("IPSE"), and current holder of the cable television franchise granted by the Metropolitan Government of Nashville and Davidson County through 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, and Ordinance No. 095-1368, and Ordinance No. 095-1379, dated April 18, 1995, as amended (collectively, the "Franchise"), hereby (1) accepts and agrees to abide and be bound by the terms and conditions of Ordinance No. _, An Ordinance of the Metropolitan Government of Nashville and Davidson County Approving the Transfer of Control of the Cable Television Franchise Held by InterMedia Partners Southeast from InterMedia Capital Management, LLC, to TCI Spartanburg IP-IV, LLC, an Affiliate of AT&T, enacted

~ 1999 ("Transfer Ordinance"); and (2) agrees that any violation of or failure to comply with the terms and conditions of the Transfer Ordinance shall constitute a failure to comply with a material provision of the Franchise and be subject to all remedies available therefor to the Metropolitan Government of Nashville and Davidson County under the Franchise.

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

INTERMEDIA PARTNERS SOUTHEAST A CALIFORNIA GENERAL PARTNERSHIP 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 5 _, aforesaid, personally appeared of

and acknowledged the foregoing Acknowledgement of the Franchise Transfer Ordinance in , to be the act and deed of InterMedia Partners Southeast, a California general partnership.

LEGISLATIVE HISTORY
Substitute Introduced:	August 3, 1999
Referred to:	CATV Special Committee Budget & Finance Committee
Passed Second Reading:	August 3, 1999
Passed Third Reading:	August 17, 1999
Approved:	August 20, 1999
By: