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AN ORDINANCE OF THE CITY OF UNIVERSITY CITY, MISSOURI, GRANTING CONSENT TO THE TRANSFER OF FRANCHISE OWNERSHIP OF TCI CABLE PARTNERS OF ST. LOUIS, L.P., FROM TELECOlVIMUNICATIONS, INC. TO AT&T CORP., A NEW YORK CORPORATION, AND EXTENDING THE TERM OF SUCH FRANCHISE TO DECEMBER 23, 2000, SUBJECT TO CERTAIN CONDITIONS INCLUDING THE ADOPTION OF REVISED CABLE TELEVISION CONSUMER PROTECTION AND CUSTOMER SERVICE REGULATIONS AND CONTAINING AN EMERGENCY CLAUSE. WHEREAS, TCI Cable Partners of St. Louis, L.P., a Colorado Limited Partnership ("TCICP") is the current holder and operator of a non-exclusive cable television franchise granted by the City of University City, Missouri and is owned by TeleCommunications, Inc., a Delaware corporation ("TCI '); and WHEREAg, TCI desires to transfer control of the franchise holder TCI Cable Partners of St. Louis, L.P., a Colorado limited partnership ("TCICP") to AT&T Corp., a New York corporation, pursuant to an Agreement and Plan of Merger dated June 23, 1998, as amended, and said companies have requested the City to consent to such transfer and to waive any right to acquire the assets of the cable system which it may have under the Franchise as a result of the proposed transfer; and WHEREAS, AT&T and TCICP submitted information required by federal law and the franchise regarding legal, financial, technical, and other qualifications to consummate the transfer and operate the cable system within the City, including FCC Form 394; and WHEREAS, the City, AT&T and TCICP agree that the deadline for action on the request for consent under 47 U.S.C. 537 is January 27, 1999; and WHEREA S, the City and its legal counsel have concerns about the information submitted, and about assuring citizen satisfaction with the cable system and customer service; and WHEREA S, the City and the companies have addressed these concerns by the proposal of revisions to consumer protection and customer service regulations attached hereto as Exhibit B and by requesting the companies to supplement their application for consent by submitting the agreement attached hereto as Exhibit A, whereby Heritage Communications, Inc., an Iowa corporation ("Heritage"), which is an indirect parent of the general partner of TCICP would continue to guarantee TCICP's performance of its franchise obligations; and such companies would warrant and represent that all provisions of the franchise will be fulfilled (including the revised consumer protection and customer service regulations attached hereto as Exhibit B); and TCICP and Heritage would agree that the cable system in the City will be operated at least at the same capacity and with the same level and quality of service as is currently made available by TCICP in the City and as required under the TRORD.UC3