south central partnership agreement

8/2/2019 South Central Partnership Agreement

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PARTNERSHIP AGREEMENTSOUTH CENTRAL C.A.T.V. ASSOCIATES

This Partnership Agreement is made and entered into as of this 5thday of August, 19 80, by and between SIX STAR NIELSON CABLEVISION, aCalifornia partnership (hereinafter referred to as "Six Star Nielson"),and UNIVERSAL CABLE - L.A . , a California limited partnership (herein-af ter referr ed to as "Universal - L.A. ") .

Statement of Facts

A. Six Star Nielson is a partnership consist ing of Six StarCablevision Associates Limited, a New Jersey Limited Partnership("Associates" ) , and N.LI . CAL., INC., a California corporation("NEI-CAL" ) .B. Six Star Nielson ha s recognized and valuable expert ise inobtaining, financing, construct ing, and maintaining cable te levision

systems.C. Universal - .L.A. is a Limited Partnership consist ing ofUniversal Cablesystems, Ltd., General Partner, and such l imited partnersas the General Partner may permit.D. Universal - L.A. will contribute operating capital to thepartnership as provided for herein.E. Six Star Nielson and Universal - L.A. now desi re to form apartnership for the purpose of submitting bids for , and to construct ,own, operate and manage, cable te levision franchises in the Boyle

He ights , Wilmington, and South Central portions of the City ofLos Angeles, Cal i fornia , upon the terms and conditions herein set forthbelm".

NOW, THEREFORE, IT IS HEREBY AGREED THAT:1. Definit ions

1.1 Partnership. The term "Partnership" shall mean thegeneral partnership formed hereby.1.2 Partner. The term "Partner" or "Partners" shal l mean the

par t ies hereto and the i r respective permitted successors and assigns i f

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the same have been duly subst i tuted as partners pursuant to theprovisions 01 Paragraph 11 hereof.

1.3 Franchise. The term "Franchise" shal l mean the r ightto construc t , own, operate, and manage a cable te levis ion system withina portion of the City of Los Angeles as granted by the City.1.4 Franchise Area. The term "Franchise Area" shal l mean the

geographic te r r i to ry for which the Franchise ha s been granted.1.5 Cable Television Svstems. The term "Cable Television


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of t ru s t , pledge, or other l ien or securi ty interes t in furtherance ofany or a l l the purposes of the Partnership;

(e) To enter , perform, and carry out contracts an dagreements necessary, appropriate , or incidental to the accomplishmentof the purposes of the Partnership;

(f) Subject to the provisions of this Agreement, tose l l , convey , or otherwise dispose of a l l or any part of the assets an dpropert ies owned by the Partnership; 2nd

(g ) To do any other acts and things which may benecessary, appropriate , or incidental to the carrying out of thebusiness and purposes of the Partnership.

3. Name. The name of the Partnership shal l be South CentralC.A.T.V. Associates.

4. Principal Place of Business. The principal place of businessof the Partnership shal l be at 5455 Hilshi re Boulevard, Suite 712,Los Angeles, California 90036, or a t such other place as the PartnershipCommittee may from time to time determine.

5. Term of the Partnership. The term of the Partnership sha l lcommence on the date of th i s Partnership Agreement and sha l l continueun t i l December 31 , 2040, unless the Partnership is sooner terminated an ddissolved pursuant to any provision hereof or by operation of law.

6. Allocation of Profi ts an d Losses.6.1 Defini t ion. For purposes of this Agreement, the term

"Net Profi ts" or "Net Losses" sha l l mean the Partnership ' s Net Prof i tsan d Net Losses as ascertained through the use of generally acceptedaccounting principles consis tent ly applied to an accrual bas is taxpayera l l as calculated by the Partnership ' s independent cer t i f ied publicaccountants. In determining Net Profi ts and Net Losses, no delineat ionshal l be made between prof i t s and losses arising from the ordinarybusiness operat ions of the Partnership and prof i t s and losses ar is ingfrom extraordinary t ransact ions not in the normal course of business.

6.2 Allocation of Ne t Profi ts and Losses and Investment TaxCredi t . For each calendar year of the Partnership, Net Prof i ts an dLosses and any investment tax credi t of the Partnership shal l beallocated as follows:

(a ) Universal - L.A. - SIXTY (60%) PERCENT(b ) Six Star Nielson - FORTY (40%) PERCENT

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7. Dis t r ibu t ion of Net Cash Flow.7.1 Def in i t ions .

(a) Ne"t Cash Flo,,'. Th e term "Net Cash Flow" sha l l meanthe ne t p r o f i t s or losses of the Par tnership repor ted on thePar tne r sh ip ' s Federa l Informat ion Return (before an y tax cred i t s in eachyear ) adjusted as fol lows:

Ci ) Increased by the sum. of the fol lowing:CA) The amount of an y deduct ion in t ha t year

taken by the Par tnership on i t s Federal Informat ion Return fo rdeprecia t ion or amo r t iza tion of Par tnership asse t s ; and

(D) Any proceeds rece ived by th e Par tnershipas th e re su l t of an y loans extended to it o r th e ref inanc ing or anyex i s t ing loans , whether secured or unsecured.

( i i ) Reduced by the sum of th e fol lowing to theex ten t not deducted in t ha t year by the Par tnership on i t s Federa lInformat ion Return:

(A) Such reserves for con t ingencies orreplacements as the Par tners deem appr opr i a t e ; an d

(B) Any escrows or reserves fo r r ea l e s t a t e ,exc ise and/or severance t axes or insurance premiums; and

(C) Any payment made to a person who i s not aPar tne r in reduc t ion of the p r i n c i p a l of an y secured or unsecured loanto th e Pa r tne r sh ip ; and,

(D) Any amounts used or reserved fo r use fo rthe cons t ruc t ion , management and /o r opera t ion of the Cable Televis ionSystems.

(b) Def in i t ion of Capi t a l Account . The term "Capi ta lAccount" sh a l l mean th e amount of the c a p i t a l con t r ibu ted to th ePar tnership by each of the Par tners pursuan t to Paragraph 8 of t h i sAgreement an d an y addi t iona l cap i ta l con t r ibu t ions made by the Par tners :

( i ) Increased from t ime to t ime by such Par tne r ' sshare of income an d gains fo r Federa l Income Tax purposes ; and,

( i i ) Decreased from t ime to t ime by d i s t r ibu t ions tosuch Par tne r from the Par tnership and by such Par tne r ' s share ofdeduct ions o r losses fo r Federa l Income Tax purposes .

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7.2 Allocation of N e ~ Cash Flow. All Net Cash Flow sha l l beallocated and dis t r ibuted to ~ h e P a r ~ n e r s at such times as the Partnersmay determine, but not less frequently than quar ter annually i f the NetCash Flow is then posi t ive . The distr ibut ion of Net Cash Flow shal l bemade as follows:

(a)(b )

Universa l - L.A.Six S ~ a r Nielson

- SIXTY (60%) PERCENT- FORTY (40%) PERCENT8. P a r ~ n e r s h i p Financing and Expenses.

exert 8.1 Cons truction Financing.the i r best ef for t s to obtain any The Partners shand a l l necessary alland forthwithappropriatefinancing to permit the Partnership to construct , erect , and build anycable te levis ion systems for which franchises may be granted to thePartnership, and for su ch addit ional uses as the Partnership Committeemay determine. Such financing sha l l be a l i ab i l i ty of the Partnershipalone, and no portion thereof shal l be treated as the several obligat ionof anyone Partner or allocated or charged specif ical ly to anyonePartner. In order to obtain construction financing, the Partners agreethat they will do one of the following:

(a) The Partners wil l make capi ta l contributions to thePartnership in the ra t io as se t forth in Paragraph 6.2 hereof in anaggregate amount suf f ic ien t to meet the requirements of bank financingor ins t i tu t iona l lenders; or(b) Subject to such prior consent of the City of

Los Angeles as may be required, the Partners wil l contribute cer ta inpartnership in te res ts , to be determined by the Partnership at a la te rdate, to the Partnership or to such other ent i ty as the Partnership maydesignate, and such contributed in te res t s wil l be offered for sale tothird persons for the purpose of ra is ing capi ta l for construct ion purposes, i t being the in tent of the par t ies that those third persons l ivingin the areas served by franchises held by the Partnership shal l be giventhe f i r s t opportunity to purchase said interes ts ; or

(c ) The Partnership wil l obtain other means of financingto be m u ~ u a l l agreed upon by the Partners.8.2 Expense R e i m b u r s e m e n ~ s . The Partnership sha l l promptly

reimburse each Partner for actual expenditures made or incurred by i taf te r this date which are reasonably necessary to the conduct of theP a r ~ n e r s h i p t s business, provided the amount of such expenditures arever i f ied to the reasonable satis faction of the other Partner; and provided further that each Partner shal l bear i t s own costs for expenditures in connection with obtaining a Franchise for the Boyle Heights,Wilmington or South Central ar eas.

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9. Sale of Interests . In the event that interes ts in SouthCentral C.A.T.V. Associates, whether as partnership in te res t s or stocks,shal l be offered to third persons through public or pr ivate of fer ing:

A. For a period of two (2) years from the date of grant of aFranchise, i f ei ther Partner wishes to buy such in te res t s offered pursuantto the provisions of this Paragraph on the open market, such Partnermust f i r s t obtain the writ ten permission of the other Partner whichconsent shal l not be unreasonably refused.

B. Also, during said two-year period, in the event thate i ther Partner does purchase any in te res t s of South Central C.A.T.V.Associates offered pursuant to the provisions of this Paragraph(Purchasing Par tner) , then the Purchasing Partner sha l l give notice tothe other Partner of the facts relat ing to such purchase, which shal linclude the purchase price , the amount of in te res t s so purchased, anda l l other relevant terms of the sale; and the Partner receiving suchnotice shal l have a pre-emptive r ight , which r ight may be exercisedwithin sixty (60) days of the receipt of such not ice, to purchase fromthe Purchasing Partner up to one-half of a l l the interes ts purchased bythe Purchasing Partner upon the same terms an d conditions as thePurchasing Partner purchased said in te res ts .

10. Management of the Partnership.10.1 ~ a r t n e r s h i p Committee. The affairs of thePartnership shal l be directed by a partnership committee (the "Partnership Committee"). The Partnership Committee shal l be composed of seven

(7) members, four (4 ) of whom shal l be appointed by Universal - L.A. ,an d three (3) of whom shal l be appointed by Six Star Nielson. The numberof members and the ra t io of appointments to the Partnership Committeeshal l not be increased or decreased without the consent of each Partner.

10.2 Rights and Powers. The Partnership Committee shal lhave a l l of the r ights and powers necessary or appropriate to carry outand implement any and a l l of the purposes of the Partnership and thegeneral supervision of the Par tnership 's business. Without l imit ing thegenerali ty of the foregoing, the Partnership Committee sha l l have thepower to:

(a ) Employ personnel and do such other acts andincure such other expenses on behalf of the Partnership as i t may deemnecessary, desi rable, or advisable in connection with the conduct ofPartnership af fa i r s ;

(b ) Engage or retain independent at torneys,accountants, or such other persons as i t may deem neces s ary ordesi rable;

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(c) Receive, hold, safeguard, buy, se l l , exchange,t r 'ade, and otherwise deal in and with secur i t ies and other property ofthe Partnership;

Cd) Open, maintain, and close bank accounts anddraw checks and other orders for the payment of money;(e) Borrow money and make, issue, accept , endorse,and execute promissory not:es, draf t s , bi l Is of exchange and otherinstruments and evidences of indebtedness, and secure the paymentthereof by mortgage, pledge or ass ignment of, or the creat ion of asecurity interes t in , a l l or any part of the property then owned or to

be acquired by the Partnership; and(f) Enter in to , make and perform such cont racts ,agreements and other undertakings, and to do such other acts , as i t maydeem necessary, desirable or advisable, or as may be incidental to ornecessary, for the operation of the business of the Partnership,including, without l imit ing the general i ty of the foregoing, cont racts ,agreements, undertakings, and t ransact ions with any partner or with anyother person, firm or corporation having an y business, f inancial orother relationship with the Partnership.Such authori ty shal l be exercised only for thepurposes and best interes ts of the Partnership and in compliance with

a l l of the terms and condit ions of this Partnership Agreement.Without the prior wri t ten consent of both Partners,

however, the Partnership Committee may not authorize any of thefollm"ing acts:(a) The sa le ; lease, or hypothecation of a l l or

substant ial ly a ll of the assets of the Partnership, for the benefi t ofcredi tors or otherwise.(b) The incurring of an y Partnership obligat ion inexcess of $100 ,000.00 in anyone cas e , or an aggregate or $500,000.00.(c) The entering into to making any cont racts ,agreements, undertakings or t ransact ions , direct ly or indirect ly withany Partner, any General or Limited Partner of any Partner, or with any

other person, firm or corporation having an y bu s iness, financial orother re la t ionship with the Partnership, except tha t the compensationand any other consideration paid and/or given by the Partnership, shal lbe fa ir and reasonable (as \wuld be determined in a bona f idearms-length t ransact ion) .

(d ) The confession of any judgment against thePartnership being a dol lar value of more than $100,000.

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(e) The commission of any act which would make i timpossible for the Partnership to car ryon i ts business.

(f ) The admiss io n to the Partnership of anotherperson as a general or l imited par tner .(g ) The dis t r ibut ion of any Net Cash Flow except in

accordance ".ith the Par tners ' respective Percentage Interes ts or thereturn of any capi ta l contributions except in accordance with theprovisions of th is Partnership Agreement.

(h ) The intent ional commission of any act which"' i l l material ly violate or const i tute a material breach of any of theFranchises, which act is followed by the intent ional fa i lure to curesuch violat ion or breach within any applicable grace period.

10.3 Meetings and Records of Decisions of PartnershipCommittee. Regular meetings of the Partnership Committee shal l be heldat least quar ter ly, and special meetings may be called upon two businessdays' prior writ ten notice by any member of the Partnership Committee,or action may be taken by unanimous writ ten consent of a l l members ofthe Partnership Committee without an actual meeting. In emergencys i tuations , action may be taken by less than a ll of the members of thePartnership Committee on the basis of telephone authorizations, providedany such action is l a ter ra t i f ied in writing by a l l of the members ofthe Partnership Committee or by action of the Partnership Committeetaken at a meet ing. The record of a l l decis ions taken by thePartnership Committee sha l l be maintained in writ ing and available toboth Partners , the i r duly authorized representat ives, and each member ofthe Partnership Committee.

10.4 Quorum; Voting. A quorum a t a l l meetings of thePartnership Committee sha l l consis t of f ive members thereof, presentthroughout such meeting in person or by proxy. Each member of thePartnership Committee sha l l have one vote as to each matter submitted toa vote, which may be exercised in person or by proxy. A proxy sha l l beappointed by a wri t ten instrument signed by the member. A majorityvote, a quorum being present , sha l l be the act of the meeting.

11 . Limitation of Assignabili ty or Transferabi l i ty of Interes t .11.1 Restr ict ions on Transfer . A Partner may not se l l ,ass ign, trans fer or otherwise dispose of, or pledge, hypothecate orotherwise encumber, his in te res t in the Partnership or any par t thereof

except as permitted in th is Art icle and any act in violat ion of th isArt icle shal l be null and void as against the Partnership, except asotherwise provided by law.

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11.2 Trans fe r of Par tnership I n t e r e s t . No Par tne r mayt r ans fe r or ass ign an y or a l l of i t s i n t e r e s t in the Par tner sh ip ,without obta ining the pr io r wri t t en consent of th e o the r Par tner , exceptt h a t a Par tner may t r ans fe r a l l or any p a r t of i t s i n t e r e s t in th ePar tnership to , an y corpora t ion or firm d i r e c t l y o r i nd i r ec t ly con t ro l -l ing , con t ro l led by or under common con t ro l with t he Pa r tne r withoutsuch pr io r v.;ri t ten consen t ; provided, however, tha t such t r ans fe reebecomes a Par tne r and agrees , in wri t ing , to comply with a l l of th eob l iga t ions of the Par tners under th i s Agreement ; and provided t ha t anypr io r consent n ecess a ry h-om the City of Los Angeles sh a l l a lso beobta ined.

11.3 ~ n c u m b e r i n g of Par tnership I n t e r e s t . Without obta in ingth e pr io r wri t t en cons ent of the other Par tner , each Par tne r may pledgeor hypotheca te i t s i n t e r e s t in the Net Cash Flow; provided, however,t ha t under no circumstances wi l l th e secured par ty under any such pledgeor hypotheca t ion a g reement acqu i re an y r igh t s in or to any other inc identsof said Par tne r ' s i n t e r e s t as a par tner of the Par tnership o r otherwisean d provided, fu r the r , t ha t the provis ions of Paragraph 12 hereofregarding op t iona l purchases sh a l l apply to the i n t e r e s t so pledged orhypothecated in the event such encumbrancer forec loses or at tempts toforec lose the reon .

11.4 Transfers to Non A f f i l i a t e s . \Vithout obta in ing thepr io r wri t t en consent of the o ther Par tner , each Par tne r may vo lun ta r i lyt r ans fe r or s e l l , a l l (but not L ~ s s than a l l ) of i t s i n t e r e s t in thePa r tne r sh ip to an y othe r person , firm en t i ty provided the t r ans fe r r ingPar tne r has complied with the provis ions of Paragraph 11.6 below,re la t ing to the r igh t s of f i r s t r e fusa l . In such even t , th e t r ans fe reeof the en t i re in t e r e s t of the t r ans fe r r ing Par tner sh a l l be e n t i t l e d tobecome a subs t i tu t ed par tner in the place an d s tead an d in the samecapac i ty of th e t r ans fe r r ing par tner .

11.5 All Other Transfers . Except as express ly s e t for th inParagraphs 11 .2 , 11 .3 , and 11 .4 , no Par tne r may t r ans fe r a l l or an y par tof i t s i n t e r e s t in the Par tnership even though such proposed t r ans fe r orhypotheca t ion would involve merely a t r ans fe r of r ights to income orcash d i s t r ibu t ions and not th e subs t i tu t ion of the t r ans fe ree as aPar tne r an d r e lease of the t r ans fe r r ing Par tne r ' s p r io r ob l ig a t ion tot he P a r tne rsh ip .

11.6 Right of Fi r s t Refusa l . I f an y Par tner rece ives ano f f e r , whether or not s o l i c i t e d by it, from a person not then a Par tne rto purchas e a l l (but no t le s s than a l l ) of i t s i n t e r e s t in th ePar tnership for cash or on terms (but not in exchange fo r proper ty otherthan cash) , and i f the Par tner rece iving the of fe r i s wi l l ing to acceptit, such Par tner sh a l l give wri t t en no t ice of the amount an d terms ofth e o f f e r , th e i den t i ty of the proposed t r ans fe ree , an d i t s wi l l ingnessto accept th e of fe r to the o ther Par tner . The o ther Par tne r s h a l l then

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have the option, which may be exercised within sixty (60) days af te r thegiving of notice as provided in Paragraph 16 , to purchase the interes tof the Partner giving n o t i c ~ on the same terms as those contained in theoffer . I f the other Partner fa i l s to exercise the option, the Partnerreceiving the offer sha l l have the r ight to accept the same and se l l tothe proposed t ransferee, provided such sale is on the same terms as arecontained in the notice and provided, further , that the sale isconsummated wi th in 180 days thereaf ter . Any such trans fer shal l besubject to a l l of the terms and provisions contained in Paragraph 11.7below as to the subst i tut ion of the t ransferee as a general partner andrelease of the t ransferr ing Partner 's pr ior obligations to thePartnership. In the event Universal - L.A. is the proposed t ransferr ingPartner,Paragraph i t sha l l be11.8 below. subject to the provisions contained in

the contraryPartner 's11.7 Substi tut ion of Partners.stated above, no t ransfereeinteres t sha l l be subst i tuted as

Notwithstanding anythingof a l l or any part ofa general partner unless

toaand

unt i l said t ransferee executes and delivers to the Partnership a wri t tenacceptance and adoption of a l l of the terms and conditions of th isPartnership Agreement and pays to the Partnership a t ransfer fee whichis suff ic ient , in the reasonable discret ion of the PartnershipCommittee, to cover a l l reasonable expenses in connection with suchassignment and subst i tut ion. Unless and unt i l admitted as a subst i tutedgeneral par tner pursuant to this Paragraph 11.7, an assignee or a l l orany part of a Partner 's interes t in the Partnership shal l only have theright to receive the share of the Net Prof i ts , Net Losses, tax credi ts ,and Net Cash Flow to which i t s assignor would have otherwise beenenti t led in respect of the Partnership interes t assigned. In theabsence of wri t ten notice of the assignment, any payment to an assigningPartner shal l acquit the Partnership of l i ab i l i ty , to the extent of suchpayment. No assignment of a Partnership interes t by a Partner sha l lrel ieve the assignor of i t s obligations hereunder ar is ing prior to suchassignment, unless a specif ic release of an y such obligation is executedby the Partnership.

11.8 Right of Inclusion. In the event Universal L.A.proposes to t ransfer i t s partnership in te res t under Paragraph 11.6above, and provided that Six Star Nielson has failed to exercise i t soption to purchase under said Paragraph, then, Universal - L.A. shall ,prior to making the proposed t ransfer , offer in writ ing to include thePartnership interes t of Six Star Nielson in the proposed sale upon thesame terms and condit ions as contained in the i n i t i a l offer , adjustedhowever on a pro rata basis . Six Star Nielson shal l have 30 days toaccept said offer of inclusion. In the event i t shal l f a i l to do so,Universal L.A. sha l l not se l l or t ransfer S.S.N. '5 partnershipin te res t .

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11.9 No Dissolution of Partnership. Notwithstanding anythingto the contrary stated in this Partnership Agreement, the withdrawal ofany Partner from the Partnership, whether voluntary or involuntary, ofth e purchase and sale of any Partner 's in te res t in the Partnership,w h e ~ h e r v o l u n ~ a r y or involuntary. and the ensuing withdrawal from thePartnership of such sel l ing Partner pu r suant thereto, shal l not causethe dissolut ion of the P a r ~ n e r s h i p , provided tha t (a ) af ter suchwithdrawal or purchase and sale , a t leas t two Partners remain in thePartnership and (b ) a l l of the remaining Partners, including anysuccessor of such se l l ing Partner pursuant thereto , shal l not cause thedissolut ion of the Partnership, provided that af ter such withdrawal orpurchase and sale , at leas t two Partners remain in the Partnership anda l l of the remaining Partners. including any suc cessor Partner; elect inwri t ing to continue the Partnership business.

11.10 Buy / Sel l . After one year from the grant of a franchiseto the P a r ~ n e r s h i p , ei ther party who is referred to herein as MovingP a r ~ y ("NP") may give ,,'r i t ten notice to the other Receiving Party ("Rp")of MP's intent to ei ther sel l a l l of i ts interes t in the Partnership toRP or purchase a ll of RP's interes t in the Partnership. Such noticeshal l be in writ ing and shal l s ta te the price and the terms upon whichthe proposed sale is to be made. The RP sha l l then have the option ofse l l ing i t s interes t a t the offered price and upon the offered terms orpurchasing a l l of the MP's in te res t s at the offered price and upon theoffered terms ( the price may vary depending upon relat ive ownership insaid Partnership, and in the case cf unequal ownership, the Price mustbe be prorated for proportionate ownership, e.g. : in a case where MPowns 40% of the Partnership and RP owns 60% of the Partnership, and MPoffers to purchase a ll of RP's interes t for a price of $60,000, then RPhas the option se l l i t s interes t at $60,000 or purchase MP's interes tsa t $40,000.) The RP's option may be exercised at any time within 60 daysof MP's notice by complying with the terms of said offer . In the eventthat the RP does not elect to buy or se l l within such period, the optionto buy or sel l shal l be deemed to have lapsed and the Partnership sha l lcontinue. I f this option is exercised, each party agrees to execute,acknowledge and del iver any and a l l documents which may be reasonablynecessary in connection with such purchase and sale as soon as possible,but in no event la te r than 30 days af te r the actual elect ion of the RP,unless e x ~ e n d e d by the par t ies .

11.11 ~ o t w i t h s t a n d i n g anything contained in this Para-graph 11 , Universal - L.A. understands that NEI-CAL has an option topurchase Assignor 's r ight , t i t l e , and in te res t in Six Star Nielson, andi t is agreed that the exercise of that option will in no way t r igger theoperat ion of any provision c o n ~ a i n e d herein.

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12 . Termination and Dissolution of the Partnership.12.1 Events of Termination and Dissolution. The Partnership

shal l continue to exis t unless and unt i l terminated by the happening ofany of the following events:(a ) The continued conduct of the business of the

Partnership becoming i l l egal ;(b ) The \vritten agreement of both Partners to terminate

and dissolve the Partnership;(c) The insolvency, bankruptcy, or dissolut ion of aPartner, except under the circumstances specif ied in Paragraph 11.9

above;(d) The end of the term of the Partnership as providedin Paragraph 5 of this Agreement;(e) ThePar tnership 's assets ; sale of a l l or substant ia l ly a l l of the

(f) As otherwise provided by law.12.2 Waiver. Each Partner express ly waives i t s r ights toterminate the Partnership cr to obtain termination in any other manner,or to obtain a par t i t ion of the Par tnership 's assets .12.3 Dissolution Proceedings. Except as spec i f ica l lyprovided in Paragraph 12.7, upon the termination of the Partnership, thePartnership sha l l be dissolved and the Partners sha l l take fu l l accountof the remaining Partnership assets ("the "Remaining Assets") and

l i ab i l i t i e s . The receivables of the Partnership sha l l be collected andthe Remaining Assets l iquidated as promptly as is consistent withobtaining the fa ir value thereof; provided, however, that the Partnersmay, in the i r sole and absolute discret ion, dis tr ibute a l l or an yportion of the Remaining Assets of the Partnership in kind on a pro ra tabasis . Upon termination and dissolut ion, the Partnership sha l l engagein no further business other than that necessary to col lect i t sreceivables and l iquidate the Remaining Assets.

12.4 Proceeds of Dissolution. To the extent suf f ic ien ttherefor , the proceeds from the l iquidat ion of the Remaining Assets andcol lect ion of the Partnership receivables sha l l be applied anddis tr ibuted in the following order:(a) To the expenses of l iquidat ion and the debts of thePartnership, in the order of pr ior i ty as provided by law, an d the claims

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of secured c red i to rs ",hose ob l iga t ions Ivi l l be assumed or otherwiset r ans fe r red on l i qu ida t ion ;

(b) To the c rea t ion of any rese rves which the Par tnersmay deem reasonably necessary;(c) To pay those Par tners with pos i t i ve capi ta l accounts

immediately p r i o r to disso lu t ion an d a f t e r a l l a l loca t ions pursuant toParagraph 7, an amount eq u a l to such pos i t i ve capi ta l accounts . I f thene t proceeds of d i sso lu t ion are i n s u f f i c i e n t to sa t i s fy such pos i t i vecapi ta l accounts , the sho r t f a l l s h a l l be borne an d paid to the Par tnersin propor t ion to t he i r ex i s t ing capi ta l accounts ; and

(d) The ba lance of such proceeds sha l l be appor t ionedand dis t r ibu ted to the Par tners in accordance v:ith t he i r respect ivePercentages in the pr o f i t s and losses of the Par tnersh ip as provided inParagraph 7 of th i s Agreement.

12.5 Limi ta t ion of L i a b i l i t y . Each Par tner s ha l l look so le lyto the Remaining Assets of the Par tnersh ip for the re turn of i t sinves tment , and i f such asse ts remaining a f t e r the payment or d ischargeof a l l debts and l i a b i l i t i e s of the Par tnersh ip are insuf f ic ien t tor e tu rn th e investment of each Par tne r , no Par tner s h a l l have an yrecourse aga ins t the o ther Pa r tne r .

12.6 Fur the r Instruments . The Par tners sha l l execute a l lsuch ins t ruments for f ac i l i t a t i ng the co l l ec t ion of the Par tnersh ipreceivables an d the l iqu idat ion of the Remaining Assets an d fo r themutual indemnity an d r e lease of the Par tners as may be r equis i t e orproper .

13. Affi rmat ive Covenants.13.1 Management Agreement. The Par tnersh ip sha l l for thwi th

enter in to a Management Agreement with SSNC.14. Notices. Any wri t t en not ice to e i t he r of the par t i e s requi red

or permi t ted under t h i s Par tnersh ip Agreement sha l l be deemed to havebeen duly given on the da te of se rv ice if served personal ly on the partyto whom the no t ice is to be given, or on the 5 th day a f t e r mai l ing , ifmailed to the par ty to whom no t ice is to be given, by f i r s t - c l a s s mai l ,ce r t i f i ed , pos tage prepa id , and addressed to the par ty a t th e addresss ta ted below, or a t the most recent address spec i f i ed by no t ice asprovided fo r in th i s sec t ion .

I f to Universa l - L.A. : Universa l Cablesystems Ltd.5455 Wilshi re Boulevard, Sui te 712Los Angeles , Cal i fo rn ia 90036Attn: Pres ident

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I f to Six Star Nielson: Six Star Nie lson Cablevis ion5843 A. Uplander IvayCulver City , CA 90230Attn: Pres ident

15. Further Assurances. Each of the Par tners agree t h a t it w i l lcooperate with the other in good fa i th to accomplish the ob jec t ives oft h i s Agreement and t h a t , to t ha t end, it w i l l execute an d de l ive r fromt ime to t ime such othe r an d fur ther ins t ruments an d documents, inrecordab1e form i f necessary , tha t the other Par tner may reasonab1yreques t to car ry out the terms of th i s Par tnership Agreement moreef f ec t ive ly .

16. Attorneys ' Fees an d Li t iga t ion Costs . In the event of anyl i t i ga t i on between the Par tners here to in connec t ion with t h i sAgreement , the unsuccess fu l Par tner to such l i t i ga t i on sha l l pay to thesuccessful Par tner a l l cos ts and expenses of such l i t i ga t ion , inc ludingreasonable at torneys I fees an d cour t cos t s ac tua l ly incur red by thesuccessful Par tner which sha l l be included as a par t of the judgmentrendered in such ac t ion .

17 . Misce l laneous .17.1 This Agreement and the exh ib i t s he re to cons t i tu t e th e

en t i re agreement and understanding among the Par tners here to andsllpercede a l l pr io r agreements with respect to the subject mat te rhereof .

17.2 This Agreement may not be modif ied , amended, waived, orotherwise changed except by a wri t ing executed by the par ty aga ins t whomsuch modif ica t ion, amendment, or waiver i s sought to be enforced .

17.3 In the event tha t an y pr ov i s ion o r any por t ion of anyprovis ion conta ined in t h i s Agreement i s unenforceable , the remainingprovis ions and, in the event t ha t a por t ion of any provis ion isunenforceable , the remaining por t ion of such prov is ions , s h a l lnever theless be car r i ed in to e f f e c t .

17.4 Unless the context otherwise r equ i r es , the s ingu la rnumber includes the p lu ra l an d the p lu ra l number inc ludes the s ingu la r ,the masculine gender inc ludes the feminine and / or neu te r and th e neuterinc ludes the masculine and the feminine.

17.5 This Agreement may be executed in coun te rpar t s , each ofwhich sha l l be deemed an o r i g i n a l and sha l l cons t i tu te one and the sameins t rument .

17.6 The headings of the several paragraphs in t h i s Agreementa re i n se r t ed so le ly fo r convenience and are not a p a r t of and a re not

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intended to govern, l imit , or aid in the construction of any term orprovision hereof.17.7 The provisions of this Agreement shal l be binding uponand shal l inure to the benefi t of the Partners hereto and the i rresp ec t ive heirs , executors, administrators, legal representatives,successors, and assigns, subject , however, to the provisions regarding

assignment hereinabove set forth.17.8 All sums and dollar amounts referred to in this

Agreement shal l be dollars of the United States.17.9 This Agreement shal l be governed by and construed in

accordance with the laws of the State of California.IN WITNESS WHEREOF, the part ies hereto have executed this Agreement

as of the 5 n t day of u () ST , 1980.Universal - L.A. Limited,a California Limit ed Partnership

ATTEST: By: Universal Cablesystems Ltd.a California corporation,General Partner

,J Secretary

Six Star Nielson Cablevision,a California PartnershipATTEST: By: N.LL-Ca l . , Inc . ,a California corporation,

General Partner

By: f o ' .,, Secretary I ts President

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south central partnership agreement

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