FRANCHISE RENEWAL AGREEMENT

This agreement is made and executed between the City of Jefferson (City) and Marcus Cable Partners, L.P.(Grantee).

WHEREAS the City adopted Cable Television Franchise Ordinance #15-97 on or about 7/15/97 which authorizes the City to issue a Cable Television Franchise; and

WHEREAS the City has publicly evaluated the renewal request of the Grantee, and has determined that the City should renew the cable franchise under provisions established by the Cable Act of 1984, as amended;

NOW THEREFORE in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

THE CITY hereby grants to the Grantee, for mutual and other valuable consideration hereinafter provided, a non-exclusive Franchise to construct, erect, operate and maintain a cable television system within the public ways of the City in strict accordance with the terms of this Agreement and the Cable Television Franchise Ordinance. The Franchise shall commence on the date both parties have signed this agreement and shall continue for a period of 10 years.

THE GRANTEE hereby accepts the Franchise and agrees to abide by all the provisions of this Franchise Agreement and the Franchise Ordinance.

THE GRANTEE hereby agrees to upgrade the cable system in the City to a capacity of at least 78 NTSC channels or their digital equivalent by thirty-six (36) months from the effective date of this Agreement, or July 1,2000. If completion of the upgrade is accomplished by thirty (30) months, or January 1,2000, the term of the franchise shall be extended for an additional two (2) years to a twelve (12) year period. If completion of the upgrade is accomplished by twenty-four (24) months, or July 1, 1999, the term of the franchise shall be extended for an additional five (5) years to a fifteen (15) year period. The Grantee agrees to furnish a $50,000 completion bond with the City in a form acceptable with the City Attorney, which shall be released when the upgrade is complete and available to all areas required to be served under the franchise ordinance, or is forfeited to the City if the conditions of this agreement are not met.

THE GRANTEE hereby agrees that any modifications in equipment or wiring needed to make existing PEG access facilities compatible with any upgraded system will be provided by the Grantee at the time of the upgrade.

THE GRANTEE hereby agrees to reimburse to the City its capital expenses of up to thirty thousand dollars ($30,000) to support programming on PEG access channels. The Grantee shall, upon the City’s request, reimburse the full amount of such capital expenses to the City by adding to the price of basic cable service and collecting from grantee’s subscribers as “ externalcosts,” as that term is used in 47 C.F.R. 76.922 and any amendments thereto. The pass-through of the capital expense shall be amortized in accordance with Generally Accepted Accounting Principles. Grantee agrees not to charge for any time value of the funds. In the event that the franchise is transferred to an owner unaffiliated with Marcus Cable Partners, L.P., or any subsidiaries in which Marcus Cable Partners, L.P. does not own a controlling interest, the unpaid balance of the reimbursement to the City shall be paid at the time of transfer.

THE GRANTEE hereby agrees that it has negotiated this Franchise in good faith and with due knowledge of its rights and responsibilities under relevant local, state and federal laws.

SIGNED

Marcus Cable Partners, L.P. 11/21/97

David Schornack

City of Jefferson, City Administrator 11/19/97