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<br />
<br />ORDINANCE NO. 98- 2272 0 RIG I N A L
<br />
<br />AN ORDINANCE APPROVING THE TRANSFER OF THE CABLE TELEVISION
<br />FRANCHJ:SE FROM TELE-VUE SYSTEXS, INC. TO TEXAS CABLE PARTNERS,
<br />L. P.; APPROVING CHANGE AND ACTUAL WORKING CONTROL AND THE TCI
<br />CHANGE OF CONTROL; CONTAINING FINDINGS AND OTHER PROVISIONS;
<br />FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW; AND PROVIDING AN
<br />EFFECTIVE DATE HEREOF.
<br />
<br />WHEREAS, Tele-Vue Systems, Inc. ("Franchisee") currently owns,
<br />operates and maintains a cable television system (the "System") in
<br />the City of La Porte, Texas (the "Franchise Authority"), pursuant
<br />to Ordinance No. 1775, dated January 9, 1980, Ordinance No. 1175-A,
<br />dated March 14, 1998, Ordinance No. 96-2095, dated March 18, 1996,
<br />and various ordinances extending the terms of Ordinance No. 1775,
<br />through December 31, 1998, (the "Current Franchise"), and will own,
<br />operate, and maintain the System pursuant to Ordinance No. 98-2260,
<br />passed on second reading on August 24, 1998, when it becomes
<br />effective on October 23, 1998, (the "Renewal Franchise"); and the
<br />Franchisee is the duly authorized holder of the Current Franchise
<br />and will be the duly authorized holder of the Renewal Franchise;
<br />
<br />WHEREAS, Time Warner Entertainment-Advance/Newhouse
<br />Partnership ("TWE-A/N"), a New York general partnership two-thirds
<br />owned by Time Warner Entertainment Company, L.P. ("TWE"), an
<br />affiliate of TWE-A/N (together with TWE-A/N, the "Time Warner
<br />Partners"), two affiliates of the Franchisee (the "TCI Partners"),
<br />and Texas Cable Partners, L.P., a Delaware limited partnership
<br />owned 50% by the Time Warner Partners and 50% by the TCI Partners
<br />(the "Partnership"), are parties to that certain contribution
<br />Agreement dated as of June 23, 1998 (the "contribution Agreement") ,
<br />which provides for the transfer of the System and the Current
<br />Franchise (or the Renewal Franchise, if then in effect) to the
<br />Partnership (the "Transfer"), which term shall include any
<br />necessary transfers of the System and the Current Franchise or the
<br />Renewal Franchise, whichever is currently in effect, through one or
<br />more affiliates of the Franchisee, at the closing contemplated by
<br />the Contribution Agreement (the "closing");
<br />
<br />WHEREAS, at the Closing the Partnership will enter into a
<br />Management Agreement with Time Warner Cable, a division of TWE,
<br />providing for the management of the Partnership, the System and the
<br />Renewal Franchise by Time Warner Cable (the "Change in Actual
<br />working Control") I
<br />
<br />WHEREAS, AT&T Corp., an affiliate of AT&T Corp., and Tele-
<br />Communications, Inc. ("TCI") are parties to an Agreement and Plan
<br />of Restructuring and Merger dated as of June 23, 1998, (the "AT&T
<br />Merger Agreement") which provides for AT&T Corp. acquiring control
<br />of TCI, the ultimate parent of the Franchisee and each TCI Partner,
<br />at the closing contemplated by the AT&T Merger Agreement (the "TCI
<br />Change of Control");
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