LIMITED PARTNERSHIP AGREEMENT

Exhibit 10.7

LIMITED PARTNERSHIP

AGREEMENT

OF

TEXAS CABLE PARTNERS, L.P.
(a Delaware limited partnership)

Dated as of June 23, 1998

LIMITED PARTNERSHIP
AGREEMENT
OF
TEXAS CABLE PARTNERS, L.P.

          This Limited Partnership Agreement of Texas Cable Partners, L.P., a Delaware limited partnership (the “Partnership”), is made as of this 23rd day of June, 1998, by and between Time Warner Entertainment-Advance/Newhouse Partnership, a New York general partnership (“TWE-A/N”), TWE-A/N Texas Cable Partners General Partner, a Delaware limited liability company (“TWE-A/N GP”), TCI Texas Cable Holdings LLC, a Colorado limited liability company (“TCI”), and TCI Texas Cable, Inc., a Colorado corporation (“TCI GP”).

          The parties wish to form a limited partnership pursuant to the Revised Uniform Limited Partnership Act of the State of Delaware, as amended from time to time (the “Act”), by filing a certificate of limited partnership as provided in the Act and entering into this Agreement.

          The parties hereby constitute themselves a limited partnership for the purposes and on the terms and conditions set forth in this Agreement (as defined below).

          The Partnership (as defined below), TWE-A/N, TWE-A/N GP, TCI and TCI GP have entered into that certain Contribution Agreement dated as of the date hereof (the “Contribution Agreement”), pursuant to which, among other things, the Partners (as defined below) have agreed to contribute and transfer to the Partnership, and the Partnership has agreed to accept and receive from the Partners, as initial capital contributions to the Partnership, substantially all of the assets and properties owned by the Partners and used or useful in the operation of the cable television systems serving the areas described in the Contribution Agreement.

          In consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

          1.1 Definitions . As used herein, the following terms shall have the meanings set forth below:

           @Home : At Home Corporation, a Delaware corporation.

           @Home Distribution Agreement : As defined in the Contribution Agreement.

           @Home Service : As defined in the @Home Distribution Agreement.

           Adjusted Capital Account : With respect to any Partner, such Partner’s Capital Account balance, increased by such Partner’s share of Partnership Minimum Gain and Partner Minimum Gain.

           Advance/Newhouse : Advance/Newhouse Partnership, a New York general partnership, and its successors and assigns.

           Affiliate : With respect to any Person, any other Person Controlling, Controlled by or under common Control with such Person; provided, however, that, none of UMG, Advance/Newhouse or any of their Parents or Subsidiaries shall be deemed to be an Affiliate of TWE-A/N.

           Agreement : This Limited Partnership Agreement, as amended from time to time.

           Beneficial Assets : Any Type B Retained Franchise held for the benefit of the Partnership pursuant to Section 7.25.2 of the Contribution.

           Cable Affiliates : With respect to (i) TCI and TCI GP, any of TCI Communications or TCI Communications’ Subsidiaries, and (ii) TWE-A/N or TWE-A/N GP, TWC.

           Closing : As defined in the Contribution Agreement.

           Closing Date : As defined in the Contribution Agreement.

           Closing Price : With respect to any TWX Securities on any day, the last reported sale price of a unit of such TWX Securities (regular way) on such day as shown on the NYSE Composite Transaction Tape, or in case no such sale takes place on such day, the average of the closing bid and asked prices of a unit of such TWX Securities on such day on the NYSE, or, if such TWX Securities are not listed or admitted to trading on the NYSE, on the principal national securities exchange on which such TWX Securities are listed or admitted to trading, or, if they are not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices of such TWX Securities on such day as reported by NASDAQ, or if such TWX Securities are not so reported, the average of the closing bid and asked prices of a unit of such TWX Securities on such day as furnished by any member of the National Association of Securities Dealers, Inc. selected from time to time by TWX for that purpose; provided that in each case, the Closing Price shall be equitably adjusted to take into account any recapitalizations, reclassifications, mergers, consolidations, spin-offs, extraordinary dividends or distributions, subdivisions or combinations or the like affecting the TWX Securities.

           Code : The Internal Revenue Code of 1986, as amended from time to time, or any successor statute or statutes to the Internal Revenue Code of 1986.

           Consumer Price Index : The United States Department of Labor, Bureau of Labor Statistics Consumer Price Index for the United States City Average (All Urban Consumers, All Items) (1982-1984=100), as in effect from time to time. If the Consumer Price Index shall be discontinued, there shall be substituted for the Consumer Price Index a reasonably reliable and comparable index or other information furnished by the United States government or independent third party source, in either case as selected by the General Manager.

           Control : The ownership, directly or indirectly, of voting securities representing the right generally to elect a majority of the directors (or similar officials) of a Person or the possession, by contract or otherwise, of the authority to direct the management and policies of a Person.

           Covered Person : Any Partner, any Affiliate of a Partner, and any officer, director, shareholder, partner, member, employee or agent of a Partner or any Affiliate thereof, and any officer, employee or authorized agent of the Partnership.

           Depreciation : With respect to any fiscal year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for Federal income tax purposes, except that if the Gross Asset Value of the asset differs from its adjusted tax basis, Depreciation shall be determined in accordance with the methods used for federal income tax purposes and shall equal the amount that bears the same ratio to the Gross Asset Value of such asset as the depreciation, amortization or other cost recovery deduction computed for federal income tax purposes with respect to such asset bears to the adjusted federal income tax basis of such asset in accordance with Section 1.704-1(b)(2)(iv)(g) of the Treasury Regulations; provided, however, that if any such asset that is depreciable or amortizable has an adjusted federal income tax basis of zero, the rate of Depreciation shall be as determined by the General Partners.

           Designated Programing Services : American Movie Classics, American Sports Classics (or its successors), Animal Planet, Bravo, Discovery Channel, DMX, ESPN, Fox News, fX, Fox Sports SW, Home and Garden, Home Shopping Network, Home Team Sports, MSNBC, Romance Classics, Showtime (primary feed only), The Box, The Learning Channel, The Movie Channel (primary feed only) and WEB TV. Notwithstanding the foregoing, American Sports Classics (or its successors) will not be included in the definition of “Designated Programming Services” with respect to any TCI System if TCI or any Affiliate of TCI receives a termination agreement or release with respect to such service or if such service is not available for carriage on such TCI System at the Closing.

           DMA : “Designated Market Area,” as described in the Code of Federal Regulations at 47 C.F.R. § 76.55(e).

           Effective Tax Rate : For any year, the percentage determined by the tax matters partner to be a reasonable estimate of the highest marginal combined Federal, state and local income tax rate (giving effect to the deduction of state and local income taxes, as applicable, for Federal and state income tax purposes) that would be applicable to the Partnership if it were a stand-alone corporation.

           Equity Security : As defined in Rule 405 promulgated under the Securities Act as in effect on the date hereof, and in any event includes any limited partnership interest, any limited liability company interest and any other interest or security having the attendant right to vote for directors or similar representatives.

           Excess Capacity Leases : As defined in the Contribution Agreement.

           Exclusive Internet Services : Those Internet Services which would constitute a Restricted Business (as defined in the @Home Distribution Agreement) to the extent engaged in or distributed by TCI Communications, Inc. or its Controlled Affiliates (as defined in the @Home Distribution Agreement) over their cable plant and equipment.

           Fair Market Value : As to any property, the price at which a willing seller would sell and a willing buyer would buy such property in an arm’s-length transaction without time constraints, in light of factors including but not limited to prices paid for comparable properties, cash flow, book value, earnings, and prospects for future earnings and cash flow. Any determination of Fair Market Value hereunder (except for any determination made pursuant to Section 7.4(a) or 8.4(c)) shall be agreed by the General Partners, provided that if the General Partners shall not be able so to agree, such determination shall be conclusively established by independent appraisal in the manner contemplated by Section 8.3(c).

           Final Determination : Any of the following: (i) a decision, judgment, decree or other order of a court of original jurisdiction which has become final (i.e., the time for filing an appeal shall have expired), (ii) a closing agreement made under Section 7121 of the Code or any other settlement agreement entered into in connection with an administrative or judicial proceeding, provided, however, that any refund claim shall be deemed approved without regard to any required approval of the Joint Committee on Taxation, (iii) the expiration of the time for instituting a claim for refund, or if a claim was filed, the expiration of the time for instituting suit with respect thereto, or (iv) in any case where judicial review shall be unavailable, a decision, judgment, decree or other order of an administrative official or agency which has become final.

           General Partner : TWE-A/N GP, TCI GP and any other Person hereafter admitted as a general partner of the Partnership in accordance with the terms hereof, but excluding any Person that ceases to be a Partner in accordance with the terms hereof.

           Gross Asset Value : With respect to any asset, the asset’s adjusted basis for federal income tax purposes, except that (i) the Gross Asset Value of any asset contributed to the Partnership (including any Beneficial Assets and assets exchanged for

any asset contributed to the Partnership) shall be its gross Fair Market Value (as determined by the General Partners) at the time such asset is contributed or deemed contributed (or the asset for which such asset is exchanged is contributed or deemed contributed) for purposes of computing Capital Accounts (which, in the case of the assets contributed pursuant to the Contribution Agreement, shall be consistent with the TCI Value and TWE-A/N Value, as the case may be, set forth in Section 3.1.1 of the Contribution Agreement), (ii) upon a contribution of money or other property to the Partnership by a new or existing Partner as consideration for an Interest in the Partnership and upon a distribution of money or other property to a retiring or continuing Partner as consideration for an Interest in the Partnership, the Gross Asset Value of all of the assets of the Partnership shall be adjusted to equal their respective gross Fair Market Values except no adjustment shall be made in connection with a Type A Closing (as defined in the Contribution Agreement), (iii) the Gross Asset Value of any asset (including any Beneficial Asset) distributed in kind to any Partner shall be the gross Fair Market Value of such asset on the date of such distribution, and (iv) the Gross Asset Value of any asset (including any Beneficial Assets) determined pursuant to clauses (i) or (ii) above shall thereafter be adjusted from time to time by the Depreciation taken into account with respect to such asset for purposes of determining Net Profit or Net Loss.

           Interest : The entire ownership interest of a Partner in the Partnership at any time, including the rights of such Partner to Partnership capital, income, loss, distributions and other benefits to which such Partner may be entitled hereunder, and the obligations of such Partner to comply with the applicable terms and provisions of this Agreement.

           Internet Backbone : A network which: (a) can or does (i) assign IP addresses or manage IP address assignments for machines or networks to which it is connected, (ii) accept or deliver IP datagrams from machines or networks to which it is connected, or (iii) maintain IP packet traffic to other machines or networks; and (b) provides IP connectivity on a regional, national or international basis; provided , however , that such a network which provides connectivity solely within a single metropolitan area shall not be deemed as Internet Backbone.

           Internet Backbone Service : A communications service provided over an Internet Backbone.

           Internet Service : A communications service provided over a network which can or does (a) assign IP addresses or manage IP address assignments for machines or networks to which it is connected, (b) accept or deliver IP datagrams from machines or networks to which it is connected, or (c) maintain IP packet traffic to other machines or networks.

           IP : The Internet Protocols as defined by the document titled RFC-791 , edited by Jon Postell of the University of Southern California, dated 1981, or subsequent revisions thereof.

           Limited Partner : TWE-A/N and TCI and any other Person hereafter admitted as a limited partner of the Partnership in accordance with the terms hereof, but excluding any Person that ceases to be a Partner in accordance with the terms hereof.

           Management Agreement : The Management Agreement between the Partnership and TWC, in the form of Exhibit 9.4.2 of the Management Agreement and to be entered into at the Closing pursuant to Section 9.4.2 of the Contribution Agreement, and pursuant to which the Partnership shall engage TWC to provide management and other services to the Partnership.

           Net Profit or Net Loss : With respect to any fiscal year or other period, the taxable income or loss of the Partnership as determined for federal income tax purposes, with the following adjustments:

                    (i) Such taxable income or loss shall be increased by the amount, if any, of tax-exempt income received or accrued by the Partnership;

                    (ii) Such taxable income or loss shall be reduced by the amount, if any, of all expenditures of the Partnership described in Section 705(a)(2)(B) of the Code, including expenditures treated as described therein under § 1.704-1(b)(2)(iv)(i) of the Treasury Regulations;

                 (iii) If the Gross Asset Value of any asset is adjusted pursuant to clause (ii) or (iii) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account, immediately prior to the event giving rise to such adjustment, as gain or loss from the disposition of such asset for purposes of computing Net Profit or Net Loss;

                 (iv) Gain or loss resulting from any disposition of any asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the asset disposed of, notwithstanding that such Gross Asset Value differs from the adjusted tax basis of such asset; and

                    (v) In lieu of the depreciation, amortization, or other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year.

           Nonrecourse Deductions : As defined in § 1.704-2(b)(1) of the Treasury Regulations. The amount of Nonrecourse Deductions for any year equals the excess, if any, of the net increase in the amount of Partnership Minimum Gain during such year over the aggregate amount of any distributions during such year of proceeds of a Nonrecourse Liability that are allocable to an increase in Partnership Minimum Gain, determined in accordance with § 1.704-2(c) of the Treasury Regulations.

           Nonrecourse Liability : As defined in § 1.704-2(b)(3) of the Treasury Regulations.

           NYSE : New York Stock Exchange.

           Parent : With respect to any Person, any other Person that Controls such Person directly or indirectly through any Subsidiary of such other Person or owns directly or indirectly through any Subsidiary of such other Person more than 50% of the outstanding common stock or outstanding Equity Securities ordinarily entitled to vote of such Person.

           Partner : Any of the General Partners and the Limited Partners.

           Partner Minimum Gain : “Partner nonrecourse debt minimum gain,” as defined in § 1.704-2(i)(2) of the Treasury Regulations, and shall be determined in accordance with § 1.704-2(i)(3) of the Treasury Regulations.

           Partner Nonrecourse Debt : “Partner nonrecourse debt,” as defined in § 1.704-2(b)(4) of the Treasury Regulations.

           Partner Nonrecourse Deductions : “Partner nonrecourse deductions,” as defined in § 1.704-2(i)(1) of the Treasury Regulations, and shall be determined in accordance with § 1.704-2(i)(2) of the Treasury Regulations.

           Partnership ADI/DMA : From the date hereof through December 31, 1999, the “Area of Dominant Influence,” and effective January 1, 2000, the “Designated Market Area,” in each case as described in the Code of Federal Regulations at 47 C.F.R. § 76.55(e) and as set forth in the table below:

           Partnership Minimum Gain : “Partnership minimum gain,” as defined in § 1.704-2(b)(2) of the Treasury Regulations, and shall be determined in accordance with § 1.704-2(d) of the Treasury Regulations.

           Percentage Interest : The percentage interest of a Partner in the Partnership set forth in Section 3.1.

           Person : Any individual, corporation, general or limited partnership, limited liability company, joint venture, trust, association, unincorporated entity of any kind, or a government or any department or agency thereof.

           Related Partners : (i) TWE-A/N and TWE-A/N GP or any subsequent Permitted Transferees of their Interests, on the one hand, and (ii) TCI and TCI GP or any subsequent Permitted Transferees of their Interests, on the other hand.

           Securities Act : The Securities Act of 1933, as amended.

           Senior Credit Agreement : The primary credit agreement between the Partnership and its principal institutional lender or lenders (other than a Partner or an Affiliate of a Partner) providing for debt financing which is expressly nonrecourse to the Partners.

           Senior Debt : All obligations of the Partnership under the Senior Credit Agreement.

           ServiceCo : ServiceCo LLC, a Delaware limited liability company (or its successor, if any), which is the Person that operates the internet services and content aggregation business conducted as of the date hereof under the name “Road Runner.”

           Sprint Agreement : The Parents Agreement dated as of January 31, 1996 between an Affiliate of TCI and Sprint Corporation.

           Subsidiary : With respect to any Person, any other Person Controlled by such Person directly or indirectly through any other Subsidiary of such Person.

           TCI Assets : As defined in the Contribution Agreement.

           TCI Communications : TCI Communications, Inc., a Delaware corporation.

           TCI Indebtedness : As defined in the Contribution Agreement.

           TCINS : As defined in the Contribution Agreement.

           TCI Systems : The cable television systems contributed to the Partnership by TCI or TCI GP and serving the areas listed on Schedule 1.

           Transfer : Any transfer, sale, assignment, pledge, lease, hypothecation, mortgage, gift or creation of security interest, lien or trust (voting or otherwise) or other encumbrance or other disposition of any Interest. “Transferor” and “Transferee” have correlative meanings and, in addition, shall mean any Person who, in the case of a

Transferor, issues Equity Securities of a Partner or a Parent of a Partner and, in the case of a Transferee, acquires Equity Securities so issued.

           Treasury Regulations : The Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

           TWC : Time Warner Cable, a division of TWE.

           TWE : Time Warner Entertainment Company, a Delaware limited partnership.

           TWE-A/N Assets : As defined in the Contribution Agreement.

           TWE-A/N Indebtedness : As defined in the Contribution Agreement.

           TWE-A/N Systems : The cable television systems contributed to the Partnership by TWE-A/N or TWE-A/N GP and serving the areas listed on Schedule 2.

           Type A Closing Date : As defined in the Contribution Agreement.

           Type B Closing Date : As defined in the Contribution Agreement.

           Ultimate Parent : With respect to any Partner, the Parent of such Partner that is not a Subsidiary of any other Person. Initially, the Ultimate Parent of TWE-A/N and TWE-A/N GP is Time Warner Inc., a Delaware corporation, and the Ultimate Parent of TCI and TCI GP is Tele-Communications, Inc., a Delaware corporation.

           UMG : MediaOne Group, Inc., a Delaware corporation, and its successors and assigns (including any successor to or assignee of all of its cable business).

          1.2 Cross-References . The following terms have the meanings set forth in the sections indicated in the table below:

          1.3 Usage Generally . The definitions in Article I shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed to be references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. All Exhibits and Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein and, unless otherwise defined therein, all terms used in any Exhibit or Schedule shall have the meaning ascribed to such term in this Agreement. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.

ARTICLE II

ORGANIZATION

          2.1 Formation . The Partners hereby agree to form the Partnership as a limited partnership under and pursuant to the provisions of the Act. The Partners hereby agree that the Partnership shall be governed by, and the rights, duties and liabilities of the Partners shall be as provided in, the Act and this Agreement.

          2.2 Name . The name of the Partnership shall be “Texas Cable Partners, L.P.” or such other name as the Partners may determine. Upon compliance with applicable laws, the Partnership will do business under any assumed or fictitious name legally available for use by the Partnership as may be designated by the General Manager, provided that the Partnership’s use of any such name that is similar to the trade name used by any Partner or any Affiliate of any Partner may be used only with the prior written consent of such Partner or Affiliate. The Partnership shall file any assumed name certificates and similar filings, and any amendments thereto, that the General Manager considers appropriate or advisable.

          2.3 Purpose . The purposes of the Partnership shall be:

               (a) to acquire, develop, own, finance, invest in, maintain, operate, expand, sell, exchange or otherwise dispose of cable television systems serving

areas located in the Texas and New Mexico counties included in the Partnership ADI/DMA (the “Systems”);

               (b) to acquire, develop, own, finance, invest in, maintain, operate, manage, expand, sell, exchange or otherwise dispose of businesses related to the operation of the Systems or to services that are offered substantially through the Systems, including without limitation programming and information services, internet access services (subject to the limitations set forth in Section 6.4), digital services, and cable advertising;

               (c) to acquire, develop, own, finance, invest in, maintain, operate, manage, expand, sell, exchange or otherwise dispose of residential and business telephony services associated with the Systems (including alternative access services, wireless telephone services, personal communications services and other similar services) and other businesses that utilize broadband distribution facilities, subject to the limitations set forth in Section 6.5;

               (d) to conduct other businesses as contemplated by the then-effective Annual Budget or as otherwise agreed to by the Management Committee;

               (e) to engage in such other activities as the Management Committee shall deem necessary or desirable, subject to the limitations set forth in this Agreement and the Act; and

               (f) to engage in all activities and transactions which are necessary, convenient, desirable, or incidental to the foregoing (including incurring indebtedness for money borrowed and related or similar credit obligations), subject to the limitations set forth in this Agreement.

Except as otherwise limited by this Agreement or applicable law, the Partnership shall have the power and authority to do any and all acts as shall be necessary, appropriate, proper, advisable, convenient or incidental to or for the furtherance of the purposes of the Partnership.

          2.4 Principal Office . The Partnership’s principal place of business, at which, except as otherwise provided in or permitted by the Management Agreement, the records of the Partnership shall be maintained, shall be at 290 Harbor Drive, Stamford, CT 06902 but the Partnership may from time to time have another or additional places of business within or without the State of Texas as may be designated by the Management Committee or the General Manager.

          2.5 Effective Date; Term . This Agreement shall become effective upon (i) the filing of the certificate of limited partnership of the Partnership in the form attached hereto as Exhibit A with the Secretary of State of the State of Delaware and (ii) the execution of this Agreement by the Partners. The Partnership shall continue in existence until it is dissolved and its affairs wound up, or until it is terminated, in accordance with this Agreement.

          2.6 Registered Office . The address of the Partnership’s registered office in Delaware shall be c/o Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          2.7 Registered Agent . The name and address of the registered agent of the Partnership for service of process on the Partnership in the State of Delaware initially is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805. The General Manager may at any time and from time to time designate another registered agent.

          2.8 Filings . The Partners promptly shall cause the execution and delivery of such documents and the performance of such acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification and operation of a limited partnership under the laws of each jurisdiction in which the Partnership shall conduct business. All expenses of such filings shall be borne by the Partnership.

ARTICLE III

COMPANY CAPITAL

          3.1 Percentage Interests . The respective Percentage Interests of the Partners in the Partnership shall be as set forth below:

A Partner’s Interest shall for all purposes be personal property. Except as expressly provided herein, no Partner shall have any interest in specific Partnership property.

          3.2 Capital Contributions.

               (a) In accordance with the terms of the Contribution Agreement, on the Closing Date, the Type A Closing Date or any Type B Closing Date:

              (i) TWE-A/N shall contribute to the Partnership the TWE-A/N Assets (or cash in lieu thereof to the extent provided by Section 7.25 of the Contribution Agreement) subject to the TWE-A/N Indebtedness, and TCI shall contribute to the Partnership the TCI Assets (or cash in lieu thereof to the extent provided by Section 7.25 of the Contribution Agreement) subject to the TCI Indebtedness; and

              (ii) TWE-A/N GP and TCI GP shall contribute to the Partnership cash equal to 1% of the TWE-A/N Adjusted Value and the TCI Adjusted Value, respectively, each as preliminarily determined pursuant to the Contribution Agreement.

               (b) Upon finalization of the calculation of the TWE-A/N Final Adjusted Value and the TCI Final Adjusted Value in accordance with the terms of the Contribution Agreement:

                 (i) either (A) TCI LP shall contribute to the Partnership cash equal to the amount by which the TWE-A/N Final Adjusted Value exceeds the TCI Final Adjusted Value, or (B) TWE-A/N LP shall contribute to the Partnership cash equal to the amount by which the TCI Final Adjusted Value exceeds the TWE-A/N Final Adjusted Value, in either case as required by Section 3.3.3 of the Contribution Agreement; and

                 (ii) either (A) TWE-A/N GP shall contribute additional cash to the Partnership in the amount by which 1% of the TWE-A/N Final Adjusted Value exceeds 1% of the TWE-A/N Adjusted Value, and TCI GP shall contribute additional cash to the Partnership in the amount by which 1% of the TCI Final Adjusted Value exceeds 1% of the TCI Adjusted Value, or (B) the Partnership shall distribute to TWE-A/N GP cash in the amount by which 1% of the TWE-A/N Adjusted Value exceeds 1% of the TWE-A/N Final Adjusted Value, and the Partnership shall distribute to TCI GP cash in the amount by which 1% of the TCI Adjusted Value exceeds 1% of the TCI Final Adjusted Value.

               (c) No Partner shall be required to make additional contributions to the capital of the Partnership unless approved by the Management Committee in accordance with Section 4.5(k).

               (d) To the maximum extent possible, borrowings from third parties in accordance with Section 3.7, rather than calls for additional capital contributions shall be utilized to meet the capital requirements of the Partnership.

               (e) No expense incurred or service performed by any Partner prior to its admission to the Partnership shall be considered to be a contribution or loan to or made on behalf of the Partnership, unless the Partners shall otherwise agree.

          3.3 Capital Accounts . A separate capital account (a “Capital Account”) shall be maintained for each Partner. Each Partner’s Capital Account shall be credited with (a) the amount of such Partner’s capital contribution made in cash, (b) the Fair Market Value (net of liabilities assumed or taken subject to) of all property contributed by such Partner (treating any Beneficial Assets as if they had been contributed on the Closing Date and disregarding any subsequent actual contribution of such Beneficial Assets and any cash flow related thereto or cash contribution in lieu thereof pursuant to Section 7.25.2(d) of the Contribution Agreement), and (c) such Partner’s allocated share of Net Profit of the Partnership. Each Partner’s Capital Account shall be reduced by the amount of any cash distributions to such Partner and the Fair Market Value (net of liabilities assumed or taken subject to) of all property distributed in kind to such Partner (taking into account any deemed distribution of Beneficial Assets) and such Partner’s allocated share of Net Loss of the Partnership. The Partners agree that the respective Fair Market Values of (net of liabilities assumed or taken subject to) all

assets contributed to the Partnership (or in the case of Beneficial Assets deemed contributed) by TCI and TWE-A/N are equal, and, accordingly, each such Partner shall receive equal Capital Account credit for such contributions.

          3.4 Allocations of Profit and Loss . (a) Except as otherwise provided in subsection (b) of this Section 3.4, Net Profit and Net Loss of the Partnership for any fiscal year shall be allocated for purposes of the Capital Accounts among the Partners in accordance with their respective Percentage Interests.

               (b) Notwithstanding Section 3.4(a):

                (i) If any fees that the Partnership pays to a Partner or an Affiliate and deducts under Section 707 of the Code are disallowed as deductions for federal income tax purposes and treated instead as Partnership distributions, such Partner shall be specially allocated items of income equal to the amount of such fees, and the remaining Net Profit or Net Loss shall be allocated pursuant to Section 3.4(a) and the other provisions of this Section 3.4(b); and

                (ii) If any interest payment that the Partnership makes and deducts in respect of its debt is disallowed as a deduction for federal income tax purposes and treated instead as a Partnership distribution to a Partner, such Partner shall be specially allocated items of income equal to the amount of such interest payment, and the remaining Net Profit or Net Loss shall be allocated pursuant to Section 3.4(a) and the other provisions of this Section 3.4(b).

                (iii) Nonrecourse deductions shall be allocated in the same manner as Net Losses are allocated pursuant to Section 3.4(a). Partner Nonrecourse Deductions shall be allocated in accordance with the § 704(b) Treasury Regulations to those Partners bearing (or who, because of their relationship to one or more Persons who bear such economic risk of loss, are deemed to bear) the economic risk of loss for the liability. The allocation of liabilities to a property, the amounts of Nonrecourse Deductions and Partner Nonrecourse Deductions, the effect of property revaluations and all other issues affecting the allocations of Nonrecourse Deductions and Partner Nonrecourse Deductions will be determined in accordance with the § 704(b) Treasury Regulations.

               (c) Notwithstanding the general rule on allocations of Net Profit stated in Section 3.4(a), if there is a net decrease in Partnership Minimum Gain for any fiscal year of the Partnership, each Partner will be allocated items of income and gain for such fiscal year equal to such Partner’s share of the net decrease in Partnership Minimum Gain. If there is a net decrease in Partner Minimum Gain for any fiscal year, each Partner having a share of such Partner Minimum Gain will be allocated items of income and gain equal to such Partner’s share of such net decrease in Partner Minimum Gain. The determination of net decreases in Partnership Minimum Gain and Partner Minimum Gain, allocations of such net decreases, exceptions to minimum gain

chargebacks and all other issues affecting the allocation of minimum chargeback requirements will be determined in accordance with the § 704(b) Treasury Regulations.

               (d) Notwithstanding the general rule on allocations of Net Profit and Net Loss stated in Section 3.4(a), no Limited Partner shall be allocated in any fiscal year of the Partnership any Net Loss to the extent such allocation would cause or increase a deficit balance in such Partner’s Adjusted Capital Account, taking into account all other allocations to be made for such year pursuant to this Section 3.4 and the reasonably expected adjustments, allocations and distributions described in § 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. Any such Net Loss that would be so allocated to such Limited Partner shall instead be allocated to the General Partners in proportion to their Percentage Interests. Moreover, if a Limited Partner unexpectedly receives an adjustment, allocation or distribution described in § 1.704-1(b)(2)(ii)(d) of the Treasury Regulations which creates or increases a deficit balance in such Partner’s Adjusted Capital Account (computed after all other allocations to be made for such year pursuant to this Section 3.4 have been tentatively made as if this Section 3.4(d) were not in this Agreement), the Limited Partner shall be allocated items of income and gain in an amount equal to such deficit balance. This Section 3.4(d) is intended to comply with the qualified income offset requirement of § 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith.

               (e) Notwithstanding the general rule on allocations of Net Profit and Net Loss stated in Section 3.4(a), the allocations set forth in Sections 3.4(b)(iii), 3.4(c) and 3.4(d) (the “Regulatory Allocations”) shall be taken into account in allocating items of income, gain, deduction and loss among the Partners so that, to the extent possible, the net amount of such other items and the Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Regulatory Allocations had not occurred.

               (f) The following allocation rules shall apply for income tax purposes:

                (i) Except as otherwise provided herein, all items of Partnership income, gain, deduction and loss shall be allocated among the Partners in the same proportion as they share in the Net Profit and Net Loss to which such items relate;

                (ii) Any credits against income tax shall be allocated in accordance with the Partners’ Percentage Interests;

                (iii) Income, gain, loss or deductions of the Partnership shall be allocated among the Partners in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder, so as to take account of any difference between the adjusted basis of the assets of the Partnership and their respective Gross Asset Values in accordance with the traditional method set forth in § 1.704-3(b) of the Treasury Regulations;

                (iv) Any recapture of depreciation or amortization shall be allocated among the Partners in accordance with the principles set forth in § 1.1245-1(e) of the Treasury Regulations; and

                (v) If any investment credit is recaptured for tax purposes, such investment credit recapture shall be allocated (A) among the Partners in the proportion that the investment credit being recaptured was allocated or (B) if the investment credit being recaptured was taken as a credit by a Partner with respect to contributed property prior to the contribution thereof to the Partnership, to such Partner.

          3.5 Distributions .

               (a) Except as provided in Section 3.2(b)(ii), no Partner shall have the right to withdraw any amount from its Capital Account, or to receive any distribution, without the approval of the Management Committee. Except as otherwise provided in Articles VII and VIII, no Partner shall have the right to demand or receive a distribution of property other than cash from the Partnership.

               (b) Subject to the restrictions of the Senior Credit Agreement and any other contractual restrictions (including any restriction contained in any promissory note or other instrument evidencing a loan from a Partner to the Partnership) to which the Partnership is subject, the Management Committee may, from time to time, distribute cash to the Partners in amounts that it determines are in excess of the amounts reasonably necessary for the continued efficient operation of the business of the Partnership. Any such distributions shall be made in accordance with the Partners’ Percentage Interests at the time of the distribution. The Partnership shall repay principal and accrued interest on subordinated loans made by the Partners to the Partnership prior to making any cash distributions to the Partners.

               (c) Notwithstanding anything to the contrary herein, but subject to the restrictions of the Senior Credit Agreement and any other contractual restrictions (including any restriction contained in any promissory note or other instrument evidencing a loan from a Partner to the Partnership) to which the Partnership is subject, the Partnership shall, not later than sixty days after the end of each fiscal year, make annual distributions to the Partners to pay income tax liabilities related to the taxable income of the Partnership’s operations. The aggregate amount of each such annual distribution shall be determined by the General Manager based on its reasonable estimate of the total income tax liability of the Partnership (the “Estimated Tax Amount”) that would arise based on the Effective Tax Rate if the Partnership were a taxpaying entity. Each Partner’s share of the Estimated Tax Amount for a fiscal year shall equal the Estimated Tax Amount for such fiscal year multiplied by such Partner’s Percentage Interest as of the last day of such fiscal year. The General Manager shall provide to each Partner at the time of distribution of the Estimated Tax Amount a schedule showing the calculation of the Estimated Tax Amount including the Effective Tax Rate used by the General Manager in determining such Estimated Tax Amount.

          3.6 Beneficial Assets . The Partnership shall (and the Partners shall not, except as Partners of the Partnership) report, for Federal income tax purposes, the income, gain, deduction and loss with respect to the Beneficial Assets. In the event that, pursuant to a Final Determination, the Partnership is treated as not the beneficial owner of any of the Beneficial Assets prior to the actual contribution of such Beneficial Assets to the Partnership, to the extent necessary, appropriate adjustments shall be made to the distributions provided for in Section 3.5 so as to place the Partnership and the Partners in the same positions they would have been in had the Partnership’s lack of beneficial ownership of such Beneficial Assets been taken into account originally.

          3.7 Partnership Debt . To refinance certain indebtedness assumed by the Partnership in connection with the transfer and contribution of assets and properties pursuant to the Contribution Agreement and to finance the working capital needs of the Partnership, the Partnership shall enter into the Senior Credit Agreement. The terms of the Senior Credit Agreement and any renewal, extension, modification or refinancing of the Senior Credit Agreement shall require the unanimous approval of the General Partners. Each Partner agrees to use its reasonable best efforts to furnish such certificates, resolutions, legal opinions or other documents as may be reasonably required from time to time to enable the Partnership to borrow funds under the Senior Credit Agreement. The Partnership shall, immediately after the Closing and on the same day that Closing occurs, discharge in full all of the TWE-A/N Indebtedness and all of the TCI Indebtedness.

ARTICLE IV

PARTNERS; MANAGEMENT OF THE PARTNERSHIP

          4.1 Power of Partners .

               (a) The Partners shall have the power to exercise any and all rights or powers granted to the Partners pursuant to the express terms of this Agreement. Except as otherwise specifically provided by this Agreement or required by the Act, no Partner shall have the power to act for or on behalf of, or to bind, any other Partner or the Partnership. Each Partner agrees to indemnify and hold each other Partner harmless from and against any and all claims, demands, costs, damages, losses, liabilities, joint and several, expenses of any nature (including reasonable attorneys’, accountants’ and experts’ fees and disbursements), judgments, fines, settlements and other amounts (collectively, “Damages”) incurred by or against such other Partner and arising out of or resulting from any action taken by the indemnifying Partner in violation of the immediately preceding sentence.

               (b) Subject to the terms of this Agreement, the management and control of the Partnership’s business shall be vested in the General Partners and shall be exercised by the General Partners through the Management Committee as provided herein. The Limited Partners shall not exercise any management or control of the Partnership’s business except to the extent provided herein, and shall not be liable for any

debts, liabilities or obligations of the Partnership or any of the losses thereof except to the extent otherwise required by law.

          4.2 Management Committee . There is hereby established a management committee (the “Management Committee”) of six members to have and exercise final authority with respect to the affairs of the Partnership specified in this Agreement. The initial membership of the Management Committee shall be designated by the General Partners on or prior to the date hereof, and shall consist of three members designated by TWE-A/N GP and three members designated by TCI GP. Each General Partner may, at any time, remove its representative(s). Upon such removal, or the death or resignation of a member of the Management Committee, a successor shall be designated by the General Partner that appointed the Management Committee member being replaced. Each member of the Management Committee shall be entitled to cast one vote on all matters submitted for Management Committee approval.

          4.3 Chairman of the Management Committee . A Chairman of the Management Committee shall be appointed from among the members of the Management Committee. The initial Chairman shall be designated by TWE-A/N GP and shall serve until December 31, 1999. Thereafter each Chairman shall serve a term of one year and TCI GP, on the one hand, and TWE-A/N GP, on the other hand, shall have the right, each alternating with the other, to appoint the Chairman to serve during successive one-year terms. The Chairman shall conduct the meetings of the Management Committee, shall provide a secretary to the Management Committee and shall oversee the preparation and circulation of notices, if required, agendas and minutes.

          4.4 Meetings of the Management Committee.

               (a) The initial meeting of the Management Committee shall take place at such time and place as the Partners shall agree. The Management Committee may establish meeting dates and requisite notice requirements, adopt rules of procedure it deems consistent herewith, and meet by means of telephone, conference telephone or similar communications equipment by which all members may be heard by all other members participating in such meeting.

               (b) Other meetings of the Management Committee shall be held at such times as the Management Committee members shall from time to time determine or at the request of any Management Committee member.

               (c) Unless otherwise determined by the Management Committee, written notice shall be given to each Management Committee member for each meeting of the Management Committee, which notice shall state the place, date and time of such meeting. Notice of each such meeting shall be given to each Management Committee member not later than three days before the day on which such meeting is to be held. A written waiver of notice, signed by the Management Committee member entitled to notice, whether before or after the time of the meeting referred to in such waiver, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of any meeting of the Management Committee need be specified in any

written waiver of notice thereof. Attendance of a Management Committee member at a meeting of the Management Committee shall constitute a waiver of notice of such meeting, except as provided by law.

               (d) The General Partners or Management Committee may hold meetings at the Partnership’s principal place of business or such other place as the General Partners or Management Committee members may mutually agree.

               (e) The presence at any meeting of one member designated hereunder by TCI GP and one member designated by TWE-A/N GP shall constitute a quorum for the taking of any action. Any General Partner may appoint a proxy to act on his behalf and to vote in his stead at any meeting.

               (f) Any action required or permitted to be taken by the Management Committee must be by unanimous written consent of all members or by the unanimous vote of all Management Committee members present at a meeting, in person or by proxy, at which a quorum exists.

               (g) Minutes of each meeting of the Management Committee shall be prepared and circulated to the Management Committee members. Upon their adoption by the Management Committee, minutes shall be filed in the principal office of the Partnership. Written consents to any action taken by the Management Committee without a meeting shall also be filed with the minutes.

               (h) A designee of the General Manager shall attend the meetings of the Management Committee unless otherwise requested by the Management Committee and shall provide such reports with respect to the Systems and the business of the Partnership as may be requested by the Management Committee.

          4.5 Actions Requiring Approval of the Management Committee . Except as contemplated in the then-effective Annual Budget, the Partnership shall not, and the General Partners shall not permit the Partnership to, take any of the following actions without first obtaining the consent of the Management Committee in accordance with Section 4.4(f):

               (a) subject to the limitations set forth in Section 4.5(b), enter into any transaction or series of related transactions involving the sale, pledge or encumbrance of any assets of the Partnership having a book value of in excess of $10,000,000, or in exchange for consideration in excess of $10,000,000;

               (b) enter into any transaction involving the sale, exchange, transfer or other disposition of any of the TCI Assets or TWE-A/N Assets other than sales, exchanges, transfers or other dispositions which (i) when added to all other sales, exchanges, transfers or other dispositions of TCI Assets, would not cause the aggregate Gross Asset Value of all TCI Assets sold, exchanged, transferred or otherwise disposed of to exceed $1,500,000, (ii) when added to all other sales, exchanges, transfers or other dispositions of TWE-A/N Assets, would not cause the aggregate Gross Asset Value of all

TWE-A/N Assets sold, exchanged, transferred or otherwise disposed of to exceed $1,500,000, or (iii) occur pursuant to Articles VII and VIII; provided that the consent of the Management Committee members designated by TWE-A/N GP shall not be required pursuant to this clause (b) to sell, exchange, transfer or otherwise dispose of any TCI Assets and the consent of the Management Committee members designated by TCI GP shall not be required pursuant to this clause (b) to sell, exchange, transfer or otherwise dispose any of the TWE-A/N Assets;

               (c) make distributions of cash or other property to the Partners, except as provided in Section 3.5 and Articles VII and VIII;

               (d) enter into any material transaction or agreement, or any material amendment to any such material agreement, between the Partnership and a Partner or an Affiliate of a Partner, except (i) any such transaction or agreement entered into in the ordinary course of business and on an arm’s-length basis or (ii) as contemplated by this Agreement, the Management Agreement or the Contribution Agreement;

               (e) enter into any transaction involving the borrowing of funds or the incurrence of debt (including the issuance of debt securities) by the Partnership, except as necessary to operate the Partnership in the ordinary course of business in accordance with the then-effective Annual Budget;

               (f) adopt any proposed annual budget or modify or materially deviate from the then-effective Annual Budget (it being understood that (i) for fiscal 1999 and fiscal 2000, the making of capital expenditures and operating expenditures not exceeding 110% of the amount budgeted therefor in the then-effective Annual Budget shall not be considered a material deviation from such Annual Budget for purposes of this Section 4.5(f); and (ii) for each fiscal year thereafter, the making of capital expenditures and operating expenditures not exceeding 110% and 105%, respectively, of the amount budgeted therefor in the then-effective Annual Budget shall not be considered a material deviation from such Annual Budget for purposes of this Section 4.5(f));

               (g) adopt or change a significant tax or accounting practice or principle of the Partnership;

               (h) enter into any transaction of merger, consolidation, amalgamation, or other form of business combination, conversion, or liquidation, winding-up or dissolution of the Partnership;

               (i) admit new Partners, except pursuant to the terms of Article VII;

               (j) enter into any transaction or series of related transactions involving the acquisition of assets, property or equity interests for consideration in excess of $25,000,000 for each transaction or series of related transactions;

               (k) require that the Partners make additional capital contributions;

               (l) make any fundamental change in the business of the Partnership described in Section 2.3;

               (m) enter into any programming agreement or similar agreement with any Affiliate of a Partner, except as contemplated by the Contribution Agreement or any agreement for the carriage of programming services of Affiliates of the General Manager to the extent provided for in or permitted by the Management Agreement;

               (n) redeem any Interest (or portion thereof) of any Partner;

               (o) remove or replace the General Manager of the Partnership, except as set forth in Sections 7.1 and 7.2(d);

               (p) commence or settle any material litigation against unaffiliated third parties; it being understood, for example, that the foregoing shall not limit the right of the Partners that are not Affiliates of the General Manager to commence and settle litigation on behalf of the Partnership, but at their own cost and expense, against the General Manager for any breach by the General Manager of its obligations under the Management Agreement (provided that such Persons shall be entitled to reimbursement of such costs and expenses, and shall be obligated to reimburse the costs and expenses of the General Manager in connection therewith, in each case to the same extent that the Partnership would have been so entitled or obligated under the terms of the Management Agreement had the Partnership brought such an action on its own behalf);

               (q) enter into any amendment to the Management Agreement; and

               (r) enter into, conduct, engage in or participate in the business of providing or engaging in any Internet Backbone Service over the TCI Systems or obtain or acquire any record or beneficial equity interest in any Person which conducts, engages in or participates in any Internet Backbone Service.

          4.6 General Manager . The Partners hereby ratify, approve and adopt, as of the Closing, the Management Agreement, and agree to designate, as of the Closing, TWC as general manager of the Partnership (“General Manager”), with responsibility, during the term of the Management Agreement, for the day-to-day management and operation of the Systems and such other activities of the Partnership as may be provided for in the Management Agreement or delegated to the General Manager by the Management Committee. The General Manager shall be empowered to take all actions on behalf of the Partnership as it deems necessary or advisable in connection with the management and operation of the Systems without obtaining the prior approval of the Management Committee; provided that the General Manager shall act in full accordance with the terms of the Management Agreement and the decisions of the Management

Committee pursuant to Section 4.5 and shall have no authority to take any action requiring Management Committee approval without first obtaining such approval. Without limiting the generality of the foregoing, the Partners acknowledge and agree that the General Manager, on behalf of the Partnership, will have the exclusive right and power to make all decisions regarding the rebuild and upgrade of the Partnership’s Systems up to 750 MHz (subject to Section 7.24 of the Contribution Agreement), the timing and implementation of digital services, the timing and implementation of internet access or other internet protocol-based services (subject to Section 6.4(a)), the ad sales business and the doing business name of the Partnership. Prior to the Closing, TWE-A/N GP and TCI GP, acting jointly, shall be responsible for, and shall undertake, all matters and actions that otherwise would be the responsibility of, and would be undertaken by, the General Manager as contemplated by this Agreement and the Management Agreement.

          4.7 Officers and Employees . The General Manager shall have the authority to appoint such officers of the Partnership and employees of TWE-A/N furnished to the Partnership as it shall deem necessary or advisable. All such officers and employees shall have such authority and perform such duties as may be specified from time to time by the General Manager. The General Manager shall have the authority to establish all guidelines pertaining to the employment of officers of the Partnership and employees of TWE-A/N furnished to the Partnership, including guidelines pertaining to the term of office or employment, resignation, removal and compensation.

          4.8 Partner’s Services and Expenses . The Partnership shall reimburse each Partner for all direct, out-of-pocket costs and expenses incurred after the formation of the Partnership by such Partner on behalf of and for the benefit of the Partnership; provided, however, that, except with respect to any reimbursement required pursuant to Section 6.9, such expenditure shall have been approved by the other Partners prior to incurrence and that no Partner shall be reimbursed for any of its overhead or general administrative expenses attributable to the operation of the Partnership nor shall salaries, fees, commissions or other compensation be paid by the Partnership to any Partner or to any Affiliate of any Partner for services rendered to the Partnership (other than the fees, reimbursable expenses or other amounts payable to the General Manager pursuant to the Management Agreement and fees, reimbursable expenses or other amounts payable to any Partner or any Affiliate of any Partner pursuant to any agreement entered into between the Partnership, or the General Manager on behalf of the Partnership, and such Partner or Affiliate of such Partner in accordance with the terms of this Agreement, the Management Agreement or the Contribution Agreement). Reimbursement under this Section 4.8 shall be made within thirty days after the Partnership’s receipt of written notice from a Partner which has incurred a reimbursable cost or expense.

          4.9 Annual Budget . Pursuant to the Contribution Agreement the Partners will have agreed to the initial budget (the “Initial Budget”) of the Partnership at or prior to Closing. No later than 60 days prior to the expiration of fiscal 1999 and each fiscal year thereafter, the General Manager shall propose an annual budget for the Partnership with respect to the next succeeding fiscal year (the Initial Budget and each

such annual budget adopted thereafter by the Management Committee and in effect from time to time in accordance herewith, an “Annual Budget”), and shall submit the proposed Annual Budget to each member of the Management Committee for approval in accordance with Section 4.5. If approval of any proposed annual budget is withheld or delayed for any reason, the most recently adopted Annual Budget shall govern, adjusted for inflation, based on the change in the Consumer Price Index from the January of the fiscal year for which such Annual Budget was initially adopted to the January of the current fiscal year, based on a business-as-usual assumption, and taking into account salary and benefit increases granted in the ordinary course of business consistent with past practice and increases in capital expenditures and operating expenditures due to franchise and legal requirements, ongoing projects (including franchise and other contractual commitments and cost escalation provisions) and other matters determined by the General Manager in accordance with Section 3(c)(x) of the Management Agreement, until an Annual Budget for the current fiscal year is approved.

ARTICLE V

BOOKS AND RECORDS; REPORTS TO PARTNERS

          5.1 Books and Records .

               (a) The Management Committee shall keep or cause to be kept all necessary books and records of the Partnership’s affairs, in which shall be entered the transactions of the Partnership. The Partnership’s books shall be audited annually by a firm of independent certified public accountants selected from time to time by the General Manager. The costs of such audit shall be borne by the Partnership.

               (b) The books and records shall be maintained at the principal office of the Partnership or the General Manager, and shall be open to the inspection and examination of the Partnership or its representatives, including any member of the Management Committee, at any reasonable time. The books of account shall be kept on an accrual basis in accordance with generally accepted accounting principles consistently applied.

          5.2 Financial Statements . The Partnership shall cause the General Manager to deliver, or cause to be delivered, to each Partner the following information and financial statements:

               (a) Within twenty-one days after the close of each of the first three quarterly accounting periods in each fiscal year (i) a preliminary unaudited consolidated statement of Partners’ equity, (ii) a preliminary unaudited consolidated income statement of the Partnership for such year to date period, (iii) a preliminary unaudited consolidated balance sheet of the Partnership as of the end of such quarterly period, (iv) a preliminary unaudited consolidated statement of cash flows for such year to date period, all prepared in accordance with generally accepted accounting principles consistently applied by the Partnership, subject to year-end adjustments, and except for any inconsistencies explained in such statement and for the absence of footnotes, and (v) within thirty days thereafter, any material adjustments to the above referenced preliminary financial statements.

               (b) Within forty-five days after the close of each fiscal year (i) a preliminary unaudited consolidated statement of Partners’ equity, (ii) a preliminary unaudited consolidated income statement of the Partnership for such fiscal year, (iii) a preliminary unaudited consolidated balance sheet of the Partnership as of the end of such fiscal year, and (iv) a preliminary unaudited statement of cash flows of the Partnership for such fiscal year.

               (c) Within eighty days after the close of each fiscal year (i) a consolidated statement of Partners’ equity of the Partnership for such fiscal year, (ii) a consolidated income statement of the Partnership for such fiscal year, (iii) a consolidated balance sheet of the Partnership as of the end of such fiscal year, and (iv) a consolidated statement of cash flows of the Partnership for such fiscal year, all prepared in accordance

with Regulation S-X and generally accepted accounting principles consistently applied, except for any inconsistencies explained therein, and accompanied by a report thereon of the Partnership’s independent accountants.

               (d) Within thirty days after the close of each calendar month (i) an unaudited consolidated income statement of the Partnership for such calendar month complete with year-to-date comparisons to budget and, commencing with the statement delivered with respect to the first full month following the first anniversary of the Closing, the corresponding period of the prior year, and (ii) an unaudited report of actual capital expenditures for the month and year-to-date, as compared to budgeted capital expenditures.

               (e) Within thirty days after the close of each calendar month a report setting forth for such calendar month and with respect to the CATV systems operated by the Partnership the following information: (i) the cumulative number of households having access to such Systems, (ii) the number of basic subscribers to such Systems, (iii) the number of subscribers to each pay television service, and (iv) the number of plant miles.

          5.3 Bank Accounts . The Partnership shall maintain bank accounts in such banks or institutions as the General Manager from time to time shall select, and such accounts shall be drawn upon by check signed by such person or persons, and in such manner, as may be designated by the General Manager. All moneys of the Partnership shall be deposited in the bank account or accounts of the Partnership.

          5.4 Tax Returns and Information.

               (a) The “tax matters partner” (as such term is defined in Section 6231(a)(7) of the Code) of the Partnership shall be TWE-A/N GP. All elections by the Partnership for income and franchise tax purposes and all determinations regarding depreciation or amortization and all other matters relating to all tax returns (including amended returns) filed by the Partnership, including tax audits and related matters and controversies, shall be made and conducted by the tax matters partner. This provision shall survive any termination of this Agreement.

               (b) The General Manager shall prepare and timely file with the appropriate authorities all income and other required federal, state and local tax returns for the Partnership, and shall provide the Partners with copies of the income tax returns promptly after such filings are made. All other filings shall be made available to the Partners upon request.

               (c) The General Manager shall use reasonable efforts to submit a draft of any such tax return contemplated in Section 5.4(b) to each Partner for review and approval no later than the earlier of (i) 30 days prior to the required filing date (as such date may be extended) and (ii) June 30 of each year, unless otherwise agreed to by the Partners.

               (d) The General Manager shall provide to each Partner preliminary and estimated information concerning the Partnership’s taxable income or loss and each class of income, gain, loss, deduction or credit which is relevant to reporting a Partner’s share of Partnership income, gain, loss, deduction or credit for purposes of federal or state income tax. Such information shall be furnished to the Partners as soon as possible after the close of the Partnership’s fiscal year and, in any event, no later than the earlier of (i) 135 days after the end of the fiscal year and (ii) the date on which the income tax return for such fiscal year is submitted to the Partners for review pursuant to Section 5.4(c).

          5.5 Fiscal Year . The fiscal year of the Partnership shall end on the 31st day of December in each year. The Partnership shall have the same fiscal year for income tax purposes and for financial and accounting purposes.

ARTICLE VI

CERTAIN AGREEMENTS

          6.1 Other Businesses of the Partners . Except as otherwise provided in Section 6.2, a Partner and any Affiliate thereof may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Partnership, and the Partnership and the other Partners shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Partnership, shall not be deemed wrongful or improper, and no Partner or Affiliate thereof shall be obligated to present any particular investment opportunity to the Partnership even if such opportunity is of a character that, if presented to the Partnership, could be taken by the Partnership, and any Partner or Affiliate thereof shall have the right to take for its own account (individually or as a partner, shareholder, fiduciary or otherwise) or to recommend to others any such particular investment opportunity.

          6.2 Non-Competition .

               (a) For so long as any Person is a Partner of the Partnership, and for one year thereafter, such Person shall not (and shall cause its Cable Affiliates not to) engage in (or seek to engage in) the business of acquiring, owning, financing, investing in, maintaining, operating or managing cable television systems, SMATV, MMDS, LMDS (and other similar systems) for the distribution of multi-channel video programming, other than direct broadcast satellite services to retail customers, in each case serving a municipality listed on Schedules 1 or 2 or the portion