ENACTED 08/17/1999

ORDINANCE NO. O99-1812

An ordinance approving the transfer and assignment of the cable television franchise held by Intermedia Partners of West Tennessee, L.P., to Intermedia Partners IV, L.P., an entity controlled by TCI Spartanburg IP-IV, LLC, an affiliate of AT&T Corporation and repealing Ordinance No. O86-1359.

Whereas, InterMedia Partners of West Tennessee, L.P. ("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 Ordinance No. 086-1359, dated January 17, 1978 and October 9, 1986, respectively, as amended (the "Franchise"), and Franchisee is the current authorized holder of the Franchise; and

Whereas, both the Franchise and the Metropolitan Code of Laws 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 a transaction as discussed below (the "Transaction") and assign the Franchise and the System to InterMedia Partners IV, L.P., ("Transferee"), an entity controlled by TCI Spartanburg IP-IV, LLC ("TCIS-IV"), an affiliate of AT&T Corp. ("AT&T"), subject to, among other conditions, any required approval of Metropolitan Nashville with respect thereto; and

Whereas, Transferee is the general partner of Franchisee, and InterMedia Capital Partners IV, L.P. (the "Partnership"), in turn, is the general partner of Transferee; and

Whereas, in various Transaction agreements dated April 20, 1999, the following steps and certain other interim steps of the Transaction were agreed to by Franchisee, Transferee and other parties concerning the System: (1) Franchisee will distribute the System to its parent, Transferee; (2) a second distribution agreement will occur whereby Transferee will distribute its equity interest in Franchisee to the Partnership; and (3) InterMedia Management, LLC, the current general partner in the Partnership, will remove itself as the general partner, and TCIS-IV will be named as the new general partner of the Partnership; 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 TCIS-IV; and

Whereas, AT&T indirectly owns 89.729% of, and controls, TCIS-IV; 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 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, TCIS-IV 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, TCIS-IV and AT&T concerning the proposed transfer of the Franchise from Franchisee to Transferee; and

Whereas, the Metropolitan Council upon 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 InterMedia Partners IV, 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 6.08.140F of the Metropolitan Code of Laws 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 Ordinance No. 086-1359 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 InterMedia Partners of West Tennessee, L.P., to InterMedia Partners IV, L.P., an Entity Controlled by 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:

EXHIBIT B

ACCEPTANCE OF THE FRANCHISE

BY INTERMEDIA Partners IV, L.P.

InterMedia Partners IV, L.P., a California limited partnership ("IP-IV"), 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.

IP-IV 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 InterMedia Partners of West Tennessee, L.P., to InterMedia Partners IV, L.P., an Entity Controlled by TCI Spartanburg IP-IV, LLC, an Affiliate of AT&T, enacted ____, 1999.

IP-IV 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 IP-IV.

INTERMEDIA PARTNERS IV, L.P.

A CALIFORNIA LIMITED 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 ____, ____, aforesaid, personally appeared ____ of ____ and acknowledged the foregoing Acceptance of the Franchise by InterMedia Partners IV, L.P., in ____, ____, to be the act and deed of said partnership.

As WITNESS my hand and Notary Seal.

________________________________

Notary Public

AMENDMENT NO. 1

TO

BILL O99-1812

Mr. President:

I move to amend Bill No. 099-1812 by deleting the term sixty (60) days" from Section I (b) and in its place insert "one hundred twenty (120) days."

Sponsored by: Leo Waters
Amendment Adopted: August 3, 1999

LEGISLATIVE HISTORY

Introduced: July 20, 1999
Passed First Reading: July 20, 1999
Referred to: CATV Special Committee
Budget & Finance Committee
Amended: August 3, 1999
Passed Second Reading: August 3, 1999
Passed Third Reading: August 17, 1999
Approved: August 20, 1999
By: mayor.gif (527 bytes)