<PAGE>   1
                                                                   EXHIBIT 10.76



                                                                  Execution copy





                    INTERMEDIA CAPITAL MANAGEMENT III, L.P.

                              AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP



                           Dated as of June 10, 1997
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
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ARTICLE 1        General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         1.1     Continuation of the Partnership  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         1.2     Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         1.3     Principal Place of Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         1.4     Agent for Service of Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         1.5     Business of the Partnership  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         1.6     Term of the Partnership  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE 2        Capital Contributions, Withdrawals and Capital Accounts  . . . . . . . . . . . . . . . . . . . . . . . 3
         2.1     Contributions of Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         2.2     Withdrawals of Capital Accounts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                 (a)      In General  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                 (b)      Limitations on Withdrawal of Capital Account  . . . . . . . . . . . . . . . . . . . . . . . . 3
         2.3     Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         2.4     Interest on Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.5     Obligations of the General Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.6     Obligations of the Limited Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE 3        Profits and Losses and Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.1     Allocation of Profits and Losses Among the Partners  . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.2     Distributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         3.3     Expenses and Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE 4        Management of Partnership  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         4.1     Management Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         4.2     Specific Authority of the General Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         4.3     Valuation of Assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         4.4     Revaluation of Partnership Assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         4.5     Rights of the Limited Partner  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                 (a)      No Control  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                 (b)      Voting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                 (c)      Partner Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                 (d)      Bankruptcy or Dissolution of the Limited Partner  . . . . . . . . . . . . . . . . . . . . .  12
         4.6     Successor General Partner  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                 (a)      Removal of a General Partner  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                 (b)      Withdrawal of a General Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 (c)      Right To Recover Damages  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

ARTICLE 5        Tax Matters and Reports  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         5.1     Filing of Tax Returns  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         5.2     Tax Reports to Current and Former Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         5.3     Books and Records; Independent Audit; Progress Reports . . . . . . . . . . . . . . . . . . . . . . .  14
         5.4     Fiscal Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.5     Method of Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.6     Tax Matters Partner  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.7     Restriction on General Partner Activity With Respect to Publicly Traded Partnerships . . . . . . . .  15
         5.8     Duties and Obligations of the General Partners With Respect to Publicly Traded Partnerships  . . . .  15

ARTICLE 6        Conflicts of Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         6.1     Contracts With a General Partner, Affiliates and the Limited Partner . . . . . . . . . . . . . . . .  15
         6.2     Outside Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         6.3     Indemnification of the Partners  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         6.4     Exculpation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

ARTICLE 7        Termination of the Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         7.1     No Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         7.2     Events of Dissolution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
</TABLE>





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<TABLE>
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         7.3     Winding-up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         7.4     Order of Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         7.5     Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         7.6     Orderly Methods of Liquidating Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

ARTICLE 8        Transfer Restrictions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

ARTICLE 9        Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         9.1     Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         9.2     Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         9.3     Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         9.4     Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         9.5     Waiver of Partition  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         9.6     Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         9.7     Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         9.8     Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         9.9     Pronouns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         9.10    Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         9.11    Nonrecourse  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
</TABLE>





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                    INTERMEDIA CAPITAL MANAGEMENT III, L.P.

                              AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP


         THE LIMITED PARTNERSHIP INTERESTS ("INTERESTS") HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").  SUCH
INTERESTS ARE BEING OFFERED AND SOLD UNDER THE EXEMPTION PROVIDED BY SECTION
4(2) OF THE 1933 ACT AND/OR PURSUANT TO RULE 506 OF REGULATION D THEREUNDER.

         A PURCHASER OF ANY INTEREST MUST BE PREPARED TO BEAR THE ECONOMIC RISK
OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE INTERESTS HAVE
NOT BEEN REGISTERED UNDER THE 1933 ACT AND, THEREFORE, CANNOT BE SOLD UNLESS
THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.  THERE IS NO OBLIGATION OF THE PARTNERSHIP TO REGISTER THE INTERESTS
UNDER THE 1933 ACT.

         THE AGREEMENT RESTRICTS TRANSFER OF THE INTERESTS.  ACCORDINGLY,
PURCHASE OF THE INTERESTS IS ONLY SUITABLE FOR INVESTORS WILLING AND ABLE TO
ACCEPT THE ECONOMIC RISK OF THE INVESTMENT AND LACK OF LIQUIDITY.


                                  *    *    *


         THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this
"Agreement") is entered into and effective as of June 10, 1997, by and among
LEO J. HINDERY, JR., as managing general partner (the "Managing General
Partner"), INTERMEDIA MANAGEMENT, INC., a California corporation, as a general
partner ("IMI," and together with the Managing General Partner, the "General
Partners"), and TCI ICM III, INC., a Delaware corporation, as a limited partner
("TCI" or the "Limited Partner").  The General Partners and the Limited Partner
are collectively referred to as the Partners and individually as a Partner.

         WHEREAS,  the Partnership originally was formed as of March 15, 1990
by and among the Managing General Partner and certain other general and limited
partners;

         WHEREAS, the Partnership Agreement was amended and restated as of
November 20, 1992, amended as of December 30, 1993, and amended and restated in
its entirety as of January 1, 1996;

         WHEREAS, the Managing General Partner desires to convert all but .001%
of its 89.999% general partner interest in the Partnership into a limited
partner interest (the "Conversion") and to be admitted to the Partnership as a
limited partner while continuing to serve as managing general partner of the
Partnership;

         WHEREAS, the Managing General Partner's remaining .001% interest in
the Partnership shall continue as a general partner interest and shall include
the right to receive ten percent (10%) of the Carried Interest (as such term is
defined in Section 3.1(k)(3) of this Agreement);

         WHEREAS, immediately following the Conversion, all existing limited
partners of the Partnership (including the Managing General Partner (in its
capacity as a limited partner), the Robin Hindery Trust, Mark J. Coleman, David
L.  Klott and Gregg F. Vignos -- collectively, the "Existing Limited Partners")
intend to transfer all of their limited partner interests in the Partnership to
the IP Series B Trust I (the "Trust");





                                      -1-
<PAGE>   5
         WHEREAS, TCI intends to purchase all limited partner interests held by
the Trust ("Trust Purchase"), whereupon the Partners desire to admit TCI as a
limited partner of the Partnership and to permit the withdrawal from the
Partnership immediately thereafter of the Existing Limited Partners;

         WHEREAS, subject to the limits contained in Sections 3.1(k)(3) and
3.1(l)(2) of this Agreement, the Partners desire to allocate five percent (5%)
of the Carried Interest to IMI;

         WHEREAS, the limited partners of InterMedia Partners III, L.P., a
California limited partnership ("IP-III"), have consented to the preceding
changes in that certain Consent of Partners of IP-III dated as of February 7,
1997;

         WHEREAS, the Partners desire to amend and restate this Agreement to
reflect the preceding changes and other related amendments; and

         NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement, the Partners hereby amend and restate
this Agreement as follows:

                                   ARTICLE 1

                               General Provisions

         1.1  Continuation of the Partnership.  The Partners hereby (i) admit
TCI and the Managing General Partner as limited partners of the Partnership,
(ii) acknowledge and consent to the Conversion and Trust Purchase, (iii)
acknowledge and consent to the withdrawal from the Partnership of the Existing
Limited Partners immediately thereafter, and (iv) continue a limited
partnership (the "Partnership") pursuant to the California Revised Limited
Partnership Act (the "Act").  The Partnership shall continue without
interruption as a limited partnership pursuant to the Act.

         1.2  Name.  The name of the Partnership shall be:  InterMedia Capital
Management III, L.P.  The name of the Partnership may be changed by the
Managing General Partner upon compliance with applicable laws and after notice
by the Managing General Partner to the Limited Partner.

         1.3  Principal Place of Business.  The principal place of business of
the Partnership shall be 235 Montgomery Street, Suite 420, San Francisco,
California 94104.  The principal place of business of the Partnership may be
changed by the Managing General Partner after notice to the Limited Partner.

         1.4  Agent for Service of Process.  The agent for service of process
for the Partnership and his address shall be Leo J. Hindery, Jr., 235
Montgomery Street, Suite 420, San Francisco, CA 94104.  The agent for service
of process of the Partnership may be changed by the Managing General Partner
upon notice to the Limited Partner.

         1.5  Business of the Partnership.

         (a)     The Partnership is organized for the purpose of (i) acting as
a general and limited partner of IP-III, (ii) performing administrative
services for the cable television systems owned and/or operated by IP-III, and
(iii) engaging in all necessary and appropriate activities and transactions as
the Managing General Partner may deem necessary, appropriate or advisable in
connection therewith.

         (b)     Pending the investment of Partnership funds as described in
Section 1.5(a), and the distribution of funds as described in Section 3.2, the
Partnership may invest in certificates of deposit and overnight time deposits
in commercial banks with capital and surplus over $100 million, commercial
paper, money market funds, repurchase agreements and U.S.





                                      -2-
<PAGE>   6
Treasury bills and other government obligations and any other short-term,
investment grade highly liquid investments.

         (c)     The Partnership may enter into, deliver and perform all
contracts, agreements and other undertakings and engage in all activities and
transactions that are necessary or appropriate to carry out the foregoing
purposes.  Without limiting the foregoing, the Partnership may:

                 (i)  exercise all rights, powers, privileges, and other
         incidents of ownership or possession with respect to Partnership
         property and investments;

                 (ii)  borrow or raise money and secure the payment of any
         obligations of the Partnership by mortgage upon, or pledge or
         hypothecation of, all or any part of the assets of the Partnership;

                 (iii)  engage personnel, whether part-time or full-time and do
         such other acts as the Managing General Partner may reasonably deem
         necessary or advisable in connection with the maintenance and
         administration of the Partnership or IP-III and their investments; and

                 (iv)  engage attorneys, independent accountants, investment
         bankers, consultants or such other persons for the Partnership or
         IP-III as the Managing General Partner may deem necessary or
         advisable.

         1.6  Term of the Partnership.  The term of the Partnership shall be
from the date the Certificate of Limited Partnership was filed with the
California Secretary of State through final dissolution and liquidation of
IP-III, unless the Partnership is earlier dissolved pursuant to Article 7.2.

                                   ARTICLE 2

              Capital Contributions, Withdrawals and Capital Accounts

         2.1  Contributions of Capital.  The capital contribution of each
Partner is set forth on Exhibit 1.  No Partner shall be required to make
additional capital contribution except as set forth in this Agreement.

         2.2  Withdrawals of Capital Accounts.

         (a)  In General.  No Partner shall be entitled to withdraw any amount
from its Capital Account without the consent of the other Partners.  In the
event of the withdrawal of any Partner, the withdrawing Partner shall not
otherwise share in the income, gains and losses of the Partnership from the
valuation date of its Partnership Interest (as set forth in Exhibit 1 hereto)
and shall not have any other rights under this Agreement other than payment of
its Capital Account.

         (b)  Limitations on Withdrawal of Capital Account.  The right of any
withdrawn Partner or its legal representatives to have distributed the Capital
Account of such Partner is subject to the provision for all Partnership
liabilities in accordance with section 15666 of the Act and for estimates for
contingencies and expenses.  The unused portion of any such estimates shall be
distributed after the need therefor shall have ceased.

         2.3  Capital Accounts.  The Partnership shall maintain for each
Partner a single, separate capital account (a "Capital Account") regardless of
the class of interests owned by such Partner and regardless of the time or
manner in which such interests were acquired.  The Partnership shall maintain
all Capital Accounts in accordance with the capital accounting rules of section
704(b) of the Internal Revenue Code of 1986 (the "Code")





                                      -3-
<PAGE>   7
and the Income Tax Regulations thereunder, including in particular section
1.704-l(b)(2)(iv) of the Treasury Regulations.

         (a)  In general, under such capital accounting rules, a Partner's
Capital Account shall be (i) increased by the amount of money and the fair
market value (determined in accordance with Section 4.3) of other property (net
of liabilities secured by such contributed property that the Partnership is
considered to take subject to or assume under section 752 of the Code)
contributed by the Partner to the Partnership and allocations to the Partner of
Partnership income and gain (or items thereof), including income and gain
exempt from tax and (ii) decreased by the amount of money and the fair market
value (determined in accordance with Section 4.3) of other property distributed
(net of liabilities secured by such distributed property that the Partner is
considered to take subject to or assume under section 752 of the Code) to the
Partner by the Partnership and allocations to the Partner of Partnership loss
and deduction (or items thereof), including Partnership expenditures not
deductible in computing its taxable income and not properly chargeable to its
Capital Account.

         (b)  When Partnership property is revalued by the Managing General
Partner pursuant to Section 4.4 or is distributed in kind (whether in
connection with dissolution and liquidation of the Partnership or otherwise),
the Capital Accounts of the Partners first shall be adjusted to reflect the
manner in which the unrealized income, gain, loss or deduction inherent in such
property (that has not previously been charged to Capital Accounts) would be
allocated among the Partners if there were a taxable disposition of such
property for its fair market value (determined in accordance with Section 4.3
and taking into account section 7701(g) of the Code) and such income, gain,
loss or deduction had been recognized for federal income tax purposes
immediately upon such distribution or the event requiring such revaluation.

         (c)  Where section 704(c) of the Code applies to Partnership property
or when Partnership property is revalued pursuant to section
1.704-1(b)(2)(iv)(f) of the Income Tax Regulations, Capital Accounts of the
Partners shall be adjusted in accordance with section 1.704-1(b)(2)(iv)(g) of
the Income Tax Regulations as to allocations to the Partners of depreciation,
depletion, amortization and gain or loss, as computed for book purposes with
respect to such property.

         (d)  The Managing General Partner shall direct the Partnership's
accountant to make all necessary adjustments in each Partner's Capital Account
as required by the rules of section 704(b) of the Code and the Income Tax
Regulations thereunder.

         2.4  Interest on Capital Accounts.  No interest shall be paid on or
with respect to the capital contributions or Capital Account of any of the
Partners.

         2.5  Obligations of the General Partners.  The General Partners shall
not be personally obligated to contribute cash or other assets to the
Partnership to make up any reduction in the Capital Accounts of the Partners
either during the term of the Partnership or upon dissolution, subject to the
obligation of the General Partners to return to the Partnership certain
distributions as provided in the Act.

         2.6  Obligations of the Limited Partner.  Except as otherwise
specifically provided herein, the Limited Partner shall not be personally
obligated for the debts, liabilities and obligations of the Partnership or of
any other Partner, except that the Limited Partner (and any former Limited
Partner) shall be obligated to return to the Partnership certain distributions
made to it as provided in section 15666 of the Act.





                                      -4-
<PAGE>   8
                                   ARTICLE 3

                      Profits and Losses and Distributions

         3.1  Allocation of Profits and Losses Among the Partners.  A Partner's
distributive share of the Partnership's total income, gain, loss, deduction or
credit (or items thereof), which total shall be as shown on the annual federal
income tax return prepared by the Partnership's accountants or as finally
determined by the Internal Revenue Service or the courts, and as modified by
the capital accounting rules of section 704(b) of the Code and the Income Tax
Regulations thereunder as implemented by Section 2.3 hereof, as applicable,
shall be determined as provided in this Article 3.

         (a)  Except as otherwise provided in this Section 3.1, items of
Partnership income, gain, loss, deduction and credit shall be allocated among
the Partners in proportion to their percentage interests set forth in Exhibit 1
("Partnership Interest").

         (b)  Solely for tax purposes, in determining each Partner's allocable
share of the taxable income or loss of the Partnership, depreciation,
depletion, amortization and gain or loss with respect to any contributed
property, or with respect to revalued property where Partnership property is
revalued pursuant to section 1.704-1(b)(2)(iv)(f) of the Income Tax
Regulations, shall be allocated to the Partners under the remedial method as
provided in section 1.704-3(d) of the Income Tax Regulations.

         (c)  Notwithstanding anything to the contrary in this Article 3, if
there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt
Minimum Gain (as such terms are defined in sections 1.704-2(b) and
1.704-2(i)(2), respectively, of the Income Tax Regulations) during a
Partnership taxable year, then each Partner shall be allocated items of
Partnership income and gain for such year (and, if necessary, for subsequent
years), to the extent required by, and in the manner provided in, section
1.704-2 of the Income Tax Regulations.  This provision is intended to be a
"minimum gain chargeback" within the meaning of sections 1.704-2(f) and
1.704-2(i)(4) of the Income Tax Regulations and shall be interpreted and
implemented as therein provided.

         (d)  Subject to the provisions of Section 3.1(c), but otherwise
notwithstanding anything to the contrary in this Section 3.1(d), if any
Partner's Capital Account has a deficit balance in excess of such Partner's
obligation to restore its Capital Account balance, computed in accordance with
the rules of section 1.704-1(b)(2)(ii)(d) of the Income Tax Regulations
(including such Partner's share of Partnership Minimum Gain and Partner
Nonrecourse Debt Minimum Gain as provided in sections 1.704-2(g) and
1.704-2(i)(5) of the Income Tax Regulations), then sufficient amounts of income
and gain (consisting of a pro rata portion of each item of Partnership income,
including gross income and gain for such year) shall be allocated to such
Partner in an amount and manner sufficient to eliminate such deficit as quickly
as possible.  This provision is intended to be a "qualified income offset"
within the meaning of section 1.704-1(b)(2)(ii)(d) of the Income Tax
Regulations and shall be interpreted and implemented as therein provided.

         (e)  Subject to the provisions of section 704(c) of the Code and
Sections 3.1(b) through (d) hereof, gain recognized (or deemed recognized under
the provisions hereof) upon the sale or other disposition of Partnership
property, which is subject to depreciation recapture, shall be allocated to the
Partner who was entitled to deduct such depreciation.

         (f)  Except as otherwise provided in Section 3.1(j), if and to the
extent any Partner is deemed to recognize income as a result of any loans
described herein pursuant to the rules of section 1272, 1273, 1274, 1274A,
7872, 482 or 483 of the Code, or any similar provision now or hereafter in





                                      -5-
<PAGE>   9
effect, any corresponding resulting deduction of the Partnership shall be
allocated to the Partner who is charged with the income.  Subject to the
provisions of section 704(c) of the Code and Sections 3.1(b) through (d)
hereof, if and to the extent the Partnership is deemed to recognize income as a
result of any loans described herein pursuant to the rules of section 1272,
1273, 1274, 1274A, 7872, 482 or 483 of the Code, or any similar provision now
or hereafter in effect, such income shall be allocated to the Partner who is
entitled to any corresponding resulting deduction.

         (g)  Except as otherwise required by law, tax credits shall be
allocated among the Partners pro rata in accordance with the manner in which
Partnership profits are allocated to the Partners under this Article 3, as of
the time the credit property is placed in service or, if no property is
involved, as of the time the credit is earned.  Recapture of any tax credit
required by the Code shall be allocated to the Partners in the same proportion
in which such tax credit was allocated.

         (h)  Except as provided in Sections 3.1(f) and 3.1(g) hereof or as
otherwise required by law, if the Partnership Interests of the Partners are
changed herein during any taxable year, all items to be allocated to the
Partners for such entire taxable year shall be prorated on the basis of the
portion of such taxable year which precedes each such change and the portion of
such taxable year on and after each such change according to the number of days
in each such portion, and the items so allocated for each such portion shall be
allocated to the Partners in the manner in which such items are allocated as
provided in this Section 3.1 during each such portion of the taxable year in
question.

         (i)  Any special allocation of income or gain pursuant to Section
3.1(d) hereof shall be taken into account in computing subsequent allocations
of income and gain pursuant to this Section 3.1 so that the net amount of all
such allocations to each Partner shall, to the extent possible, be equal to the
net amount that would have been allocated to each such Partner pursuant to the
provisions of this Section 3.1 if such special allocations of income or gain
under Section 3.1(d) hereof had not occurred.

                 (j)(1)  Items of deduction and loss attributable to recourse
         liabilities of the Partnership (within the meaning of section
         1.752-1(a)(1) of the Income Tax Regulations, but excluding Partnership
         nonrecourse debt within the meaning of section 1.704-2(b)(4) of the
         Income Tax Regulations), shall be allocated among the Partners in
         accordance with the ratio in which the Partners share the economic
         risk of loss (within the meaning of section 1.752-2 of the Income Tax
         Regulations) for such liabilities.

                 (2)  Items of deduction and loss attributable to Partnership
         nonrecourse debt within the meaning of section 1.704-2(b)(4) of the
         Income Tax Regulations shall be allocated among the Partners bearing
         the economic risk of loss with respect to such debt in accordance with
         section 1.704-2(i) of the Income Tax Regulations.

                 (3)  Items of deduction and loss attributable to Partnership
         nonrecourse liabilities within the meaning of section 1.704-2(b)(1) of
         the Income Tax Regulations shall be allocated among the Partners
         proportionately in accordance with their Partnership Interests.

                 (4)  All other items of deduction and loss ("Net Loss") shall
         be allocated among the Partners proportionately in accordance with
         their Partnership Interests, except that Net Loss shall not be
         allocated to any Partner to the extent it would create a deficit
         balance in excess of such Partner's obligation to restore its capital
         account balance, computed in accordance with the rules of section
         1.704-1(b)(2)(ii)(d) of the Income Tax Regulations and including such
         Partner's share of Partnership Minimum Gain and Partner Nonrecourse
         Debt Minimum Gain as





                                      -6-
<PAGE>   10
         provided in sections 1.704-2(g) and 1.704-2(i)(5) of the Income Tax
         Regulations.  Any Net Loss which cannot be allocated to a Partner
         because of the limitation set forth in the previous sentence shall be
         allocated first to the other Partners to the extent such other
         Partners would not be subject to such limitation, and second, any
         remaining amount to the Partners in the manner required by the Code
         and the Income Tax Regulations.

         (k)     Subject to the provisions of Sections 3.1(c) through (j),
items of income and gain shall be allocated to the Partners in the following
priority:

                 (1)      First, to those Partners who have had items of loss
         or deductions allocated to them under section 3.1(j)(1), in the amount
         of, and proportionate to, the amount of such items of loss or
         deduction (provided, however, that no such allocation shall be made
         with respect to previously allocated items of loss or deduction to the
         extent of any income and gains previously deemed recognized under
         Section 2.3(b));

                 (2)  Second, if allocations of Net Loss have been made to the
         Partners under Section 3.1(j)(4), then in the amount of, and
         proportionate to, the amount of such Net Loss (provided, however, that
         no such allocation shall be made with respect to previously allocated
         Net Loss to the extent of any income and gains previously deemed
         recognized under Section 2.3(b));

                 (3)  Third, (A) five percent (5%) of any income or gain
         allocated to the Partnership under Section 3.1(l)(6) of the Amended
         and Restated Agreement of Limited Partnership of InterMedia Partners
         III, L.P. dated as of December 22, 1993 (the "Carried Interest") to
         IMI, provided that such amount when aggregated with any income or gain
         allocated to IMI with respect to the Carried Interest under this
         Agreement and with any income or gain similarly derived by IMI from
         its interest in InterMedia Capital Management IV, L.P., does not
         exceed $1,800,000; (B) ten percent (10%) of any income or gain
         resulting from the Carried Interest to the Managing General Partner;
         and (C) the balance of any income or gain resulting from the Carried
         Interest to the Limited Partner; and

                 (4)  Fourth, the balance among the Partners in proportion to
         their relative Partnership Interests.

         (l)  Notwithstanding Section 3.1(k), but subject to the provisions of
Section 3.1(c) through (j), gain which is recognized (or deemed to be
recognized) upon the sale, exchange or other disposition of any asset of the
Partnership or of any partnership in which the Partnership holds an interest
(whether directly or indirectly), or upon the dissolution of the Partnership or
any Partnership in which the Partnership holds an interest (whether directly or
indirectly), shall be allocated in the following order:

                 (1)      First, to the Partners having deficit balances in
         their Capital Accounts (computed after giving effect to all
         contributions, distributions, allocations and other Capital Account
         adjustments for all taxable years, including the year during which
         such liquidation or dissolution occurs and including each Partner's
         share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum
         Gain as provided in sections 1.704-2(g) and 1.704-2(i)(5) of the
         Income Tax Regulations), to the extent of, and in proportion to, those
         deficits;

                 (2)      Second, (A) five percent (5%) of any income or gain
         resulting from the Carried Interest to IMI, provided that such amount
         when aggregated with any income or gain allocated to IMI





                                      -7-
<PAGE>   11
         with respect to the Carried Interest under this Agreement and with any
         income or gain similarly derived by IMI from its interest in
         InterMedia Capital Management IV, L.P., does not exceed $1,800,000;
         (B) ten percent (10%) of any income or gain resulting from the Carried
         Interest to the Managing General Partner; and (C) the balance of any
         income or gain resulting from the Carried Interest to the Limited
         Partner; and

                 (3)      Thereafter, so as to bring the relative credit
         balance in each Partner's Capital Account (computed in the same manner
         as provided parenthetically in the preceding subparagraph (1)), as
         nearly as possible, in proportion to such Partner's Partnership
         Interest.

         3.2  Distributions.

         (a)  Subject to Section 3.2(e), prior to dissolution of the
Partnership, the Managing General Partner shall, to the extent of available
cash, after servicing all principal and interest on Partnership debt and
provision of reasonable reserves for expenses and contingencies, distribute in
cash, no later than sixty (60) days after the close of each fiscal year, the
excess, if any, of (i) forty percent (40%) of an amount equal to the excess, if
any, of the cumulative items of income and gain over the cumulative items of
deduction, loss and credit (grossed up to a deduction equivalent at a forty
percent (40%) tax rate) of the Partnership as shown on the federal income tax
returns of the Partnership for all periods over (ii) the sum of amounts
previously distributed pursuant to Section 3.2(a), 3.2(b) or 3.2(c) provided
that the Managing General Partner shall make such distributions on a quarterly
basis as soon as possible to address any quarterly payments of estimated tax of
the partners of the Partners if such early distribution is feasible in terms of
available cash and accurate anticipation of the fiscal year's net tax position.
The Managing General Partner shall adjust the rate of distribution provided in
this Section 3.2(a) to reflect any increases made to the ordinary income and
capital gains tax rates of the Code which may have the effect of requiring the
Partners to pay more taxes on ordinary income or capital gains generated by
Partnership activities.  Distributions pursuant to this Section 3.2(a) shall be
made to the Partners ratably in the proportions in which the net recognized
income and gains (but not income and gains deemed recognized under Section
2.3(b)) for such fiscal periods have been allocated to them for federal income
tax purposes pursuant to this Article 3.  For purposes of this Section 3.2, in
the case of property contributed to the capital of the Partnership, items of
income, gain, deduction and loss shall be computed as if the tax basis of such
property were equal to its fair market value at the time of such contribution.

         (b)  Subject to Sections 3.2(a) and 3.2(e), prior to dissolution of
the Partnership, the Managing General Partner shall distribute the net proceeds
from the sale or other disposition of any investment, after payment of all
indebtedness with respect thereto and less reasonable estimates for expenses,
liabilities, contingencies and working capital requirements, no later than
ninety (90) days after the close of such sale.

         (c)  Subject to the mandatory distribution provisions set forth in
Section 3.2(a) and 3.2(b) and to Section 3.2(e), prior to dissolution of the
Partnership, the Managing General Partner shall distribute no less frequently
than on a quarterly basis cash received by the Partnership from operations, any
transaction not described in Section 3.2(b), and any dividends, interest or
other cash distributions from any corporation or other entity in which the
Partnership has invested and which is not necessary in the reasonable judgment
of the Managing General Partner for the payment of Partnership expenses or debt
or the maintenance of reasonable reserves for expenses, liabilities,
contingencies and working capital requirements to the Partners'.  Distributions
pursuant to this Section 3.2(c) shall be made to the Partners in proportion to
their positive Capital Account balances, to the extent of such balances, and
thereafter in proportion to their Partnership Interests.





                                      -8-
<PAGE>   12
         (d)  All distributions made pursuant to this Section 3.2 shall be
treated as a return of Partners' capital contributions until their respective
actual capital contributions are returned in full.  Except as otherwise
provided herein, no Partner shall have a priority over any other Partner as to
returns of capital contributions or as to compensation as a Partner by way of
income.

         (e)  Any other provision of this Agreement to the contrary
notwithstanding, no distribution shall be made which would render the
Partnership insolvent or which is prohibited by the terms of any Partnership
indebtedness; provided, however, that the Managing General Partner shall use
its reasonable best efforts to obtain the right to make tax distributions
pursuant to Section 3.2 above under the terms of any such indebtedness.

         3.3  Expenses and Fees.

         (a)  The Partnership shall pay (or reimburse the General Partners or
any affiliates thereof which incur expenses on behalf of the Partnership) for
any and all expenses relating to the Partnership's organization, business or
operations, including but not limited to the following expenses:
organizational expenses of the Partnership, interest, legal, accounting,
consulting and investment banking fees and expenses of the Partnership and
preparation of federal and state tax returns.

         (b)  The Partnership shall pay to the Limited Partner in cash during
the period the Partnership is in existence, as full payment for administrative
services rendered to the Partnership an Administration Fee (the "Administration
Fee") equal to all amounts received by the Partnership from IP-III as a
management fee, which payment shall be made to the Limited Partner as promptly
as practible after receipt by the Partnership.

                                   ARTICLE 4

                           Management of Partnership

         4.1  Management Generally.  Except as otherwise provided herein, the
business of the Partnership shall be conducted and managed by the General
Partners.  The General Partners shall devote as much of their time as is
necessary and their best efforts and skill to the business and affairs of the
Partnership and its management, including the administration of the cable
television systems owned and/or operated by IP-III.  The General Partners shall
have the rights and powers and be subject to all the restrictions and
liabilities of a partner in a partnership without limited partners.

         4.2  Specific Authority of the General Partners.  Except as otherwise
provided herein, the General Partners shall have full power and authority to do
all things and to perform all acts reasonably necessary or advisable to conduct
the business affairs of the Partnership including, without limitation, full
power and authority to take any of the following actions:

                 (a)      make decisions, after consultation with the Limited
Partner, concerning personnel;

                 (b)      Employ such agents, consultants, advisers, directors,
         attorneys, accountants, investment bankers and other personnel as may
         be necessary or appropriate for the business of the Partnership on
         such terms and conditions as the General Partners shall determine are
         reasonable;





                                      -9-
<PAGE>   13
                 (c)      Open, maintain and close bank accounts and draw
         checks and other orders for the payment of money;

                 (d)      Collect accounts receivable, income and other
         payments due to the Partnership;

                 (e)      Keep the books and records of the Partnership and
         hire independent certified public accountants;

                 (f)      Pay accounts payable and other expenses of the
         Partnership;

                 (g)      Transfer, hypothecate, compromise or release any
         Partnership claim not exceeding fifty thousand dollars ($50,000);

                 (h)  enter into contracts in the ordinary course of the
         Partnership's business and perform the obligations of the Partnership
         undertaken in such contracts, including, without limitation, any
         contract entered into with the Limited Partner or an affiliate of the
         Limited Partner pursuant to Section 6.1;

                 (i)  subject to the Limited Partner's voting rights set forth
         in Section 4.5(b), administer the financial affairs of the
         Partnership, make tax elections, including an election or elections
         under section 754 of the Code (which election shall be made upon the
         request of the Limited Partner), file all required tax returns
         relating to the Partnership, pay the liabilities of the Partnership
         and distribute the profits of the Partnership to the Partners;

                 (j)  subject to the Limited Partner's voting rights set forth
         in Section 4.5(b)(xiii), borrow money and make, issue and execute
         promissory notes, drafts, bills of exchange, guarantees, and other
         instruments and evidences of indebtedness in the name of the
         Partnership, including, without limitation, in connection with and as
         part of purchasing assets and securities for the Partnership, and
         mortgage, pledge, assign or grant security interests in all or any
         part of the assets then owned or thereafter acquired by the
         Partnership in connection therewith;

                 (k)  cause the Partnership to purchase and maintain any
         insurance in amounts and on terms customary in the industry covering
         the potential liabilities of the Partnership, the Partners, and their
         partners, employees and agents, as well as the potential liabilities
         of any person serving at the request of the Partnership as a director,
         officer, employee, agent, consultant or adviser of any corporation or
         other entity in which the Partnership has an investment;

                 (l)  commence or defend litigation that pertains to the
         Partnership or any assets of the Partnership and investigate potential
         claims;

                 (m)  execute and file fictitious business name statements and
         similar documents;

                 (n)  terminate the Partnership pursuant to Article 7; and

                 (o)  execute and deliver all documents and instruments
         necessary or advisable to carry out the foregoing.

         4.3  Valuation of Assets.  An independent appraiser selected by the
General Partners and the Limited Partner shall value the assets of the





                                      -10-
<PAGE>   14
Partnership whenever appropriate or requested by a Partner, and whenever else
required by this Agreement or under the Code, and shall within ninety (90) days
of each such date furnish to each Partner a statement showing the value of each
asset and the net worth of the Partnership.  An independent appraiser selected
by the General Partners and the Limited Partner also shall value the assets of
the Partnership as of the date of dissolution and shall as promptly as
practicable thereafter furnish the Partners with the statement showing the
value of each asset and the net worth of the Partnership.  For all purposes of
this Agreement, any assets of the Partnership being distributed in kind shall
be valued as of the date of distribution, and an independent appraiser shall
make such valuation and the Managing General Partner shall as promptly as
practicable thereafter furnish the Partners with a statement showing the value
of such asset.  The value of each asset of the Partnership determined pursuant
to this Section 4.3 shall be conclusive and binding on all of the Partners and
all parties claiming through or under them.

         4.4  Revaluation of Partnership Assets.  The Managing General Partner
shall revalue Partnership property to its fair market value (determined as
provided in Section 4.3) as of the date when any additional or existing Partner
makes a non-pro rata contribution of money or property to the Partnership in
exchange for an interest in the Partnership or when the Partnership distributes
money or property to a withdrawing or continuing Partner in exchange for all or
part of its interest in the Partnership.

         4.5  Rights of the Limited Partner.

         (a)  No Control.  The Limited Partner shall not take part in the
control, management, direction or operation of the business of the Partnership,
nor have the power to sign documents for or otherwise bind the Partnership.

         (b)  Voting.  The Limited Partner's written consent shall be required
only with respect to those matters expressly set forth in this Agreement and
the following matters, which actions may be taken only with the written consent
of the General Partners (except with respect to the admission of a new general
partner where there is no existing general partner, which action may be taken
without the consent of the General Partners):

                 (i)  The amendment of this Agreement pursuant to Section 9.3
         hereof;

                 (ii)  The amendment of the allocations and distributions to
         the Limited Partner other than as permitted by Sections 3.1 and 3.2;

                 (iii)  The admission of a new general partner where there is
         an existing general partner;

                 (iv)  The approval of a transaction in which a General Partner
         or any of its affiliates has an actual or potential conflict of
         interest with the Limited Partner or the Partnership and which is not
         permitted by Section 6.1 or 6.2 or otherwise expressly permitted by
         the terms of this Agreement;

                 (v)  The continuation of the Partnership to effect an orderly
         dissolution of the Partnership in accordance with Section 7.2;

                 (vi)  The sale, exchange or other transfer of assets of the
         Partnership;

                 (vii)  The merger of or consolidation of the Partnership with
         any other entity;





                                      -11-
<PAGE>   15
                 (viii)  The taking of any act that would make it impossible to
         carry on the business of the Partnership except upon the dissolution
         of the Partnership in accordance with this Agreement;

                 (ix)  Confessing a judgment against the Partnership in excess
         of fifty thousand dollars ($50,000) or settling a judgment against the
         Partnership in excess of one hundred thousand dollars ($100,000);

                 (x)  Using any funds or assets of the Partnership other than
         for the benefit of the Partnership;

                 (xi)  Taking any action that would subject the Limited Partner
         to personal liability as a general partner in any jurisdiction;

                 (xii)  The making of, execution of, or delivery of any general
         assignment for the benefit of the Partnership's creditors; and

                 (xiii)  Any of the acts set forth in Section 4.2(j).

         (c)  Partner Meetings.  Any Partner may call a Partners' meeting at
235 Montgomery Street, Suite 420, San Francisco, CA 94104 on 48 hours' advance
notice to the other Partners.  Such notice may be either written or oral and
shall designate the date and time of the meeting and the general nature of the
business to be transacted.

         (d)  Bankruptcy or Dissolution of the Limited Partner.  The
bankruptcy, insolvency or dissolution of the Limited Partner shall not result
in the termination of the Partnership.  The interest of the Limited Partner
will continue at the risk of the Partnership business until the dissolution and
winding up of the Partnership.  The legal representative of or successor to the
Limited Partner will succeed to the Limited Partner's interest and rights in
the Partnership, but will not be a substituted Partner without the consent of
the Managing General Partner, which consent shall not be unreasonably withheld.

         4.6  Successor General Partner.

         (a)  Removal of a General Partner.

         (i)  The Limited Partner may initiate removal of a general partner by
delivering written notice to such general partner (x) specifying one or more
grounds for removal that the Limited Partner believes exist, and, (y) if the
notice specifies grounds for removal described in this Section 4.6(a)(i),
selecting an individual to arbitrate whether such grounds exist in accordance
with Section 4.6(a)(ii).  For purposes of this Section 4.6(a), grounds for
removal means conduct by or on behalf of a general partner in connection with
the Partnership that constitutes willful misconduct, bad faith, gross
negligence, reckless disregard of its duties, criminal intent, or a material
breach of this Agreement;

         (ii)  The existence of grounds for removal with respect to matters
described in Section 4.6(a)(i) shall be determined by arbitration.  Within ten
(10) business days after its receipt of the Limited Partner's notice described
in Section 4.6(a)(i), the general partner shall send a written notice to the
Limited Partner selecting a second individual to arbitrate whether grounds for
removal exist.  If the general partner fails to select a second arbitrator
within the time period specified in the preceding sentence, the existence of
grounds for removal shall be determined by the arbitrator selected by the
Limited Partner (and such arbitrator shall be deemed to be the "arbitration
panel" for purposes of this Section 4.6(a)).





                                      -12-
<PAGE>   16
If the general partner selects a second arbitrator within the specified time
period, the existence of grounds for removal shall be determined by an
arbitration panel consisting of the arbitrator selected by the Limited Partner,
the arbitrator selected by the general partner, and a third arbitrator selected
by the two arbitrators previously selected.  None of the arbitrators selected
pursuant to this Section 4.6(a) shall be associated or affiliated with any of
the Partners.  The arbitration panel shall conduct its proceedings in San
Francisco in accordance with the commercial rules of the American Arbitration
Association then in effect and the determination of such panel shall be final
and binding upon and enforceable against all Partners.

         (iii)  If the arbitration panel determines that grounds for removal
exist, then:

                 (A)  A successor general partner of the Partnership shall be
         selected by the Limited Partner.  If the Limited Partner does not
         select a successor general partner within sixty (60) days after the
         determination that grounds for removal exist and there is no remaining
         or surviving general partner, the Partnership shall be dissolved in
         accordance with Article 7.2.

                 (B)  The successor general partner designated in accordance
         with Section 4.6(a)(iii)(A) shall be admitted as a general partner of
         the Partnership and the general partner shall be converted into a
         limited partner of the Partnership as set forth in Section
         4.6(a)(iii)(C).  The successor general partner shall, beginning on the
         date of admission, have the same authority and obligations that the
         removed general partner had and shall have such rights to
         distributions and allocations as are determined by the Limited Partner
         and the removed general partner.  Upon the admission of the successor
         general partner, the rights to distributions and allocations of the
         Partners shall be modified to the extent required to reflect the
         rights accorded to the successor general partner.  The admission of a
         successor general partner to the Partnership shall be deemed to have
         occurred prior to the effective date of the conversion of the general
         partner.

                 (C)  Upon removal of the general partner, its interest in the
         Partnership shall be converted to a limited partnership interest and
         this Agreement shall be amended to reflect the events set forth in
         this Section 4.6.

                 (D)  The removed general partner shall remain liable for any
         obligations and liabilities incurred by it as general partner prior to
         the effective date of its removal but shall be free of any and all
         obligations or liabilities incurred on account of the activities of
         the general partner of the Partnership from and after that time.

         (b)  Withdrawal of a General Partner.

         (i)  For purposes of this Section 4.6(b), "withdrawal of a General
Partner" shall include the occurrence of any of the following:

                 (A)  any event that causes a general partner to cease to be a
         general partner;

                 (B)  the bankruptcy, insolvency, or appointment of a trustee
         to manage the affairs of a general partner or Leo J. Hindery, Jr.;





                                      -13-
<PAGE>   17
                 (C)  the dissolution, whether or not required by operation of
         law or judicial decree, of a general partner;

                 (D)  the death of Leo J. Hindery, Jr.;

                 (E)  the incapacity of Leo J. Hindery, Jr. such that he is
         unable to perform substantially all of his duties as Managing General
         Partner for a period of nine (9) months; or

                 (F)  any other event that causes the Partnership to cease to
         be controlled directly or indirectly through one or more
         intermediaries by Leo J. Hindery, Jr..

         (ii)  Upon the withdrawal of a General Partner, the provisions of
Section 4.6(a)(iii) shall be complied with; however, the time frame set forth
in Sections 4.6(a)(iii)(A) shall run from the date of withdrawal of the general
partner.

         (c)  Right To Recover Damages.  (i)  Removal of a general partner
pursuant to this Section 4.6 shall not limit the right of the Partnership or
any Partner to recover any direct compensatory damages suffered by such person
as a result of any breach of this Agreement by such general partner or any
other person.

         (ii)  Removal of a general partner, except pursuant to the terms of
this Agreement, shall entitle such general partner to receive, in cash
compensation, damages for all direct and indirect economic consequences of such
removal, including, but not limited to, damages for all lost profits.  Such
removed general partner's interest in the Partnership shall be converted to a
limited partnership interest pursuant to Section 4.6(a)(iii)(C).

                                   ARTICLE 5

                            Tax Matters and Reports

         5.1  Filing of Tax Returns.  The Managing General Partner, at the
expense of the Partnership, shall prepare and file, or cause the accountants of
the Partnership to prepare, submit to the Partners for approval and thereafter
file, all required tax returns including a federal information tax return in
compliance with section 6031 of the Code and any required state and local tax
and information returns for each tax year of the Partnership.

         5.2  Tax Reports to Current and Former Partners.  All Partners will
receive unaudited quarterly progress reports on the Partnership within sixty
(60) days of the end of the first three fiscal quarters.  Within ninety (90)
days of the end of each fiscal year, the Partnership shall prepare and mail, or
cause its accountants to prepare and mail, to each Partner and, to the extent
necessary, to each former Partner (or its legal representatives), a report
setting forth in sufficient detail such information as is required to be
furnished to partners by law (e.g., section 6031(b) of the Code and the
regulations thereunder) and as shall enable such Partner or former Partner (or
its legal representatives) to prepare their respective federal and state income
tax or informational returns in accordance with the laws, rules and regulations
then prevailing and any information necessary for such Partner to calculate the
fair market value of its Interest (determined in accordance with Section 4.3).

         5.3  Books and Records; Independent Audit; Progress Reports.  Complete
books and records accurately reflecting the accounts, business and transactions
of the Partnership and Partners of the Partnership shall be maintained and kept
by the Managing General Partner at the Partnership's principal place of
business.  The books and records of the Partnership shall be open





                                      -14-
<PAGE>   18
at reasonable business hours on prior appointment for inspection and copying by
the Partners.  Notwithstanding anything to the contrary in this Agreement, the
Managing General Partner shall have the right to keep confidential from the
Limited Partner for such period of time as the Managing General Partner deems
reasonable, any information which the Partnership is required by law or by
agreement with a third party to keep confidential and any information which
relates to its purchasing of individual items of programming, plant or
equipment which it reasonably deems confidential.

         5.4  Fiscal Year.  Except as may otherwise be required by the federal
tax laws, the fiscal year of the Partnership for both financial and tax
reporting purposes shall end on December 31.

         5.5  Method of Accounting.  The books and accounts of the Partnership
shall be maintained using the accrual method of accounting for financial
reporting purposes and for tax purposes.  Those documents relating to
allocation of items of Partnership income, gain, loss, deduction or credit and
Capital Accounts shall be kept under federal income tax accounting principles
as provided herein.

         5.6  Tax Matters Partner.  The Managing General Partner is hereby
designated, and hereby agrees to discharge duly the duties of, the Tax Matters
Partner of the Partnership, as that term is defined in section 6231(a)(7) of
the Code.

         5.7  Restriction on General Partner Activity With Respect to Publicly
Traded Partnerships.  Without the consent of the Limited Partner, the General
Partners shall not have the authority on behalf of the Partnership to:

         (a)     list, recognize, or facilitate the trading of partnership
interests (or any interest therein) on any "established securities market"
within the meaning of section 7704 of the Code, or permit any of its affiliates
to take such actions, if as a result thereof the Partnership might be taxed for
federal income tax purposes as an association taxable as a corporation; or

         (b)     create for the partnership interests (or any interest therein)
a "secondary market (or the substantial equivalent thereof)" within the meaning
of section 7704 of the Code or otherwise permit, recognize or facilitate the
trading of such interests (or any interest therein) on any such market, or
permit any of their affiliates (or to the extent either General Partner has
rights with respect thereto, the selling agents or any of their affiliates) to
take such actions, if as a result thereof the Partnership might be taxed for
federal income tax purposes as an association taxable as a corporation.

         5.8  Duties and Obligations of the General Partners With Respect to
Publicly Traded Partnerships.  The General Partners shall monitor the transfers
of partnership interests to determine if such interests are being traded on an
"established securities market" or a "secondary market (or the substantial
equivalent thereof)" within the meaning of section 7704 of the Code, and shall
take (and cause its affiliates to take) all steps within their power and
authority as are reasonably necessary or appropriate to prevent any such
trading of interests.

                                   ARTICLE 6

                             Conflicts of Interest

         6.1  Contracts With a General Partner, Affiliates and the Limited
Partner.  A General Partner may, on behalf of the Partnership, enter into
contracts with itself or any of its employees, agents or affiliates.  A General
Partner may, but is not obligated to, cause the Partnership to enter into
contracts with any other Partner, and its partners, employees, agents or
affiliates.





                                      -15-
<PAGE>   19
         6.2  Outside Activities.  Neither the Managing General Partner nor its
employees, agents or affiliates shall be prohibited from participating,
directly or indirectly, in any other enterprise or partnership with the
business purpose of owning or operating cable television systems, television
stations or broadcasting or interests in cable television systems, television
stations or broadcasting.  The Limited Partner (and its partners, employees,
agents and affiliates) may engage in other enterprises, including enterprises
in competition with the Partnership.  No Partner need first offer any
investment opportunities within the scope of the Partnership's business purpose
to the Partnership, but may give or share such investment opportunity to or
with one or more of the following:  any Partner, any officer, director,
shareholder, partner, employee or affiliate of a Partner, any enterprise or
partnership in which a Partner has an interest, or any nonaffiliated person.
Neither the Limited Partner nor the partners, employees, agents or affiliates
of the Limited Partner shall be prohibited from engaging directly or indirectly
in other activities, or from directly or indirectly purchasing, selling and
holding securities or assets in cable television corporations or systems for
its account or for the accounts of others.  The Limited Partner and the
partners, employees or affiliates of the Limited Partner may invest on their
own or co-invest with the Partnership on a transaction within the scope of the
Partnership's business purpose.  Neither the Partnership nor any other Partner
shall have any right to any income or profit derived by the Limited Partner, or
its partners, employees, agents or affiliates from any enterprise, opportunity
or transactions permitted by this Section 6.2 or Section 6.1.  The Limited
Partner shall have the right to transact business with the Partnership.  The
parties hereto hereby waive, and covenant not to sue on the basis of, any law
(statutory, common law or otherwise) respecting the rights and obligations of
the Partners inter se which is or may be inconsistent with this Section 6.2 or
Section 6.1.

         6.3  Indemnification of the Partners.  The Partnership shall indemnify
and hold harmless the Partners and the partners, employees and agents of the
Partners from and against all liabilities and expenses (including amounts paid
in satisfaction of judgments, in compromises, as fines and penalties, and as
counsel fees) reasonably incurred by any of them in connection with the defense
or disposition of any action, suit or other proceeding, whether civil or
criminal, in which they may be involved or with which they may be threatened,
as a Partner or partner, employee or agent of a Partner or otherwise in
connection with the management of the Partnership, or by reason of being or
having been a Partner or partner, employee or agent of a Partner, or by serving
in such other capacity, except with respect to any matter as to which they
shall have acted in willful misconduct, bad faith, in a grossly negligent
manner or with reckless disregard of the duties of their office, or with
criminal intent.

         6.4  Exculpation.  The General Partners and any partner, employee or
agent of the General Partners or the Partnership shall not be liable to the
Limited Partner or the Partnership for mistakes of judgment or for action or
inaction which the General Partners or any such partner, employee or agent of
the General Partners or the Partnership reasonably believed to be in the best
interests of the Partnership unless such action or inaction constitutes willful
misconduct, bad faith, gross negligence, reckless disregard of its duties or
material breach of this Agreement.  The General Partners may consult with
counsel, accountants and other experts in respect of Partnership affairs and be
fully protected and justified in any action or inaction which is taken in
accordance with the advice or opinion of such counsel, accountants or other
experts, provided that they shall have been selected with reasonable care.
Notwithstanding any of the foregoing to the contrary, the provisions of this
Section 6.4 shall not be construed so as to relieve (or attempt to relieve) the
General Partners and any partner, employee or





                                      -16-
<PAGE>   20
agent of the General Partners or the Partnership of any liability, to the
extent (but only to the extent) that such liability may not be waived, modified
or limited under applicable law, but shall be construed so as to effectuate the
provisions of this Section 6.4 to the fullest extent permitted by law.

                                   ARTICLE 7

                         Termination of the Partnership

         7.1  No Dissolution.  The Partnership shall not be dissolved by the
admission of substituted limited partners or by the admission of a new general
partner in accordance with the terms of this Agreement.  The dissolution or
bankruptcy of the Limited Partner shall not cause the dissolution of the
Partnership.

         7.2  Events of Dissolution.  The Partnership shall dissolve upon (i)
expiration of the term of the Partnership specified in Section 1.6 hereof, (ii)
the removal, withdrawal or cessation of a General Partner as general partner or
the bankruptcy of a General Partner, in each case where there is no remaining
or surviving general partner or if a successor has not been appointed pursuant
to Section 4.6, (iii) dissolution being required by operation of law or
judicial decree, or (iv) the written consent of the Partners.  Notwithstanding
anything to the contrary in this Section 7.2, without the consent of the
Limited Partner, the Managing General Partner agrees not to withdraw as general
partner of the Partnership or to seek partition or dissolution of the
Partnership.  If the Managing General Partner effects such withdrawal or seeks
partition or dissolution of the Partnership in violation of this Agreement, the
Partnership may recover from the Managing General Partner damages for breach of
this Agreement.  Upon dissolution of the Partnership, the Managing General
Partner (or its representative) shall wind up the affairs of the Partnership,
discharge the liabilities of the Partnership, distribute the assets of the
Partnership and terminate the Partnership.

         7.3  Winding-up.  Upon the occurrence of an event of dissolution, the
Partnership shall be wound up and liquidated.  The Managing General Partner or,
if there is no general partner or if the Managing General Partner wrongfully
caused the dissolution of the Partnership, a liquidator appointed by the
Limited Partner, shall proceed with the dissolution and the final distribution.
In the dissolution, the Managing General Partner or such liquidator shall use
its best efforts to reduce to cash and cash equivalent items such assets of the
Partnership as the Managing General Partner or such liquidator shall deem it
advisable to sell, subject to obtaining fair value for such assets and any tax
or other legal considerations.  A reasonable time shall be allowed for the
orderly winding up of the business and affairs of the Partnership and the
liquidation of its assets in order to minimize any losses otherwise attendant
upon such a winding up, provided that the liquidation is carried out in
conformity with the requirements of this Section 7.3 and section
1.704-1(b)(2)(ii)(b)(2) and (3) of the Income Tax Regulations.

         7.4  Order of Dissolution.  In settling accounts after dissolution,
the assets of the Partnership shall be distributed as expeditiously as possible
in the following order not later than the end of the taxable year of the
liquidation (i.e., the date upon which the Partnership ceases to be a going
concern as provided in section 1.704- 1(b)(2)(ii)(g) of the Income Tax
Regulations), or if later, within ninety (90) days after the date of such
liquidation:

         (a)     To creditors, including the Partners to the extent of any
unpaid expenses or any outstanding loan or advance;





                                      -17-
<PAGE>   21
         (b)     To the payment of the costs of winding up the affairs of,
liquidating and dissolving the Partnership including, without limitation,
expenses of selling assets of the Partnership, discharging the liabilities of
the Partnership, distributing the assets of the Partnership and terminating the
Partnership in accordance with Section 7.3 hereof;

         (c)     To the establishment of reasonable reserves to provide for
obligations to creditors;

         (d)     To the Partners with respect to which any other debts of the
Partnership are owing, other than debts arising out of the expulsion of a
Partner;

         (e)  Thereafter, to the Partners in the proportion of their respective
Capital Accounts or as those accounts are determined after all adjustments to
such accounts for the taxable year of the Partnership during which the
liquidation occurs as are required by this Agreement by section 1.704-1(b) of
the Income Tax Regulations, such adjustments to be made within the time
specified in such Regulations.

         7.5  Termination.  The Partnership shall terminate following its
dissolution and liquidation pursuant to this Article 7 when all of the
Partnership assets as to which it is practicable to do so in the sole
discretion of the Managing General Partner or the liquidator shall have been
converted into cash, the net proceeds therefrom as well as any other assets of
the Partnership, after payment of or due provision for all debts, liabilities
and obligations of the Partnership, shall have been distributed to the Partners
as provided for herein and the Partnership shall have been terminated in the
manner required by the Act.

         7.6  Orderly Methods of Liquidating Payments.  Notwithstanding
anything to the contrary in this Article 7, if required to maximize the
proceeds of liquidation, the Managing General Partner (or the liquidator chosen
in accordance with Section 7.2) may, with the consent of the other Partners,
implement the distribution provisions of Section 7.4 hereof by transfer, on
behalf of the Partners, of the assets of the Partnership to a liquidating
trustee or trustees.

                                   ARTICLE 8

                             Transfer Restrictions

         8.1     No Partner shall sell, assign, mortgage, encumber, hypothecate
or otherwise transfer, whether voluntarily or involuntarily, its interest in
the Partnership or any part thereof, unless (x) any such transferee entity
meets the suitability requirements originally imposed under the subscription
agreement on the transferring Partner and (y) such assignment or transfer will
not (A) violate any applicable federal or state securities laws or regulations,
subject the Partnership to registration as an investment company or election as
a "business development company" under the Investment Company Act; (B) require
any General Partner or any of its affiliates to register as an investment
adviser under the Investment Advisers Act of 1940; (C) violate any other
federal, state or local laws; (D) effect a termination of the Partnership under
section 708 of the Code; or (E) cause the Partnership to be treated as an
association taxable as a corporation for federal income tax purposes, or
violate this Agreement.  Notwithstanding the preceding sentence, a Partner may
assign, sell, mortgage, encumber, hypothecate or otherwise transfer its
interest in the Partnership (i) to a lender as security in connection with the
financing of the acquisition or operation of one or more cable systems by the
Partnership or (ii) if any such assignment or transfer effects a termination of
the Partnership under section 708 of the Code so long as the transferring
Partner agrees to indemnify and hold harmless the Partnership and all other
Partners against any and all costs and expenses incurred as a direct result of
a termination





                                      -18-
<PAGE>   22
of the Partnership under section 708 of the Code.  No transferee or assignee of
all or any part of a Partner's interest, other than a transferee or assignee
permitted under this Section 8.1, shall become a Partner without the prior
written consent of the Managing General Partner which consent shall not be
unreasonably withheld.  Any purported transfer of any interest of a Partner in
the Partnership or any part thereof not in compliance with this Section 8.1
shall be void and of no force or effect and the transferring Partner shall be
liable to the other Partners and the Partnership for all liabilities,
obligations, damages, losses, costs and expenses (including reasonable
attorneys' fees and court costs) arising as a result of such noncomplying
transfer.

                                   ARTICLE 9

                                 Miscellaneous

         9.1  Notices.  All notices, approvals, consents and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be hand delivered (including by messenger or recognized
commercial delivery or courier service), sent by facsimile transmission or sent
by registered or certified mail, postage prepaid, addressed to the Partner
intended at the address set forth below its name on Exhibit 1 hereto or at such
other address as such Partner may designate by notice given to the other
Partners in the manner aforesaid and shall be deemed given and received on the
date it is delivered, in the case of delivery by hand or by facsimile or, in
the case of delivery by mail, actual delivery as shown by the addressee's
return receipt.  Rejection or other refusal to accept or inability to deliver
because of a change of address of which no notice was given shall be deemed to
be receipt of the notice.

         9.2  Governing Law.  This Agreement and the limited partnership
continued hereby shall be governed by and construed in accordance with the laws
of the State of California.

         9.3  Amendments.  This Agreement may be modified or amended only by an
instrument in writing signed by the General Partners and by the Limited
Partner.

         9.4  Entire Agreement.  This instrument constitutes the entire
agreement between the Partners with respect to the Partnership and supersede
all prior agreements, understandings, offers and negotiations, oral or written.

         9.5  Waiver of Partition.  Each Partner hereby irrevocably waives any
and all rights that it may have to maintain an action for partition of the
Partnership or any of the Partnership's property.

         9.6  Consents.  All consents, agreements and approvals required or
permitted by this Agreement shall be in writing and a signed copy thereof shall
be filed and kept with the books of the Partnership.

         9.7  Successors.  Subject to Article 8, all rights and duties of the
Partners hereunder shall inure to the benefit of and be binding upon their
respective successors and assigns.

         9.8  Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.

         9.9  Pronouns.  As used in this Agreement, the masculine, feminine or
neuter gender and the singular or plural number shall each be allowed to
include the others whenever the context so indicates.





                                      -19-
<PAGE>   23
         9.10  Severability.  Each provision of this Agreement shall be
considered severable and if for any reason any provision which is not essential
to the effectuation of the basic purposes of the Agreement is determined by a
court of competent jurisdiction to be invalid or unenforceable and contrary to
the Act or existing or future applicable law, such invalidity shall not impair
the operation of or affect those provisions of this Agreement which are valid.
In that case, this Agreement shall be construed so as to limit any term or
provision so as to make it enforceable or valid within the requirements of any
applicable law, and in the event such term or provision cannot be so limited,
this Agreement shall be construed to omit such invalid or unenforceable
provisions.

         9.11  Nonrecourse.  Neither the Partnership nor the Partners shall
have recourse to any partner, officer, director or shareholder of any Partner
or to the assets of any partner, officer, director or shareholder of any
Partner with respect to the obligations and liabilities of such Partner under
this Agreement, except that this Section 9.11 shall not limit or impair the
exercise or enforcement of rights and remedies in respect of any agreement to
which such person is a party in accordance with the terms and provisions of
such agreement.

         IN WITNESS WHEREOF, the Partners have executed this Amended and
Restated Agreement of Limited Partnership as of the date first above written.


                                        GENERAL PARTNERS:

                                        LEO J. HINDERY, JR.

                                        /s/ LEO J. HINDERY, JR.
                                        ----------------------------------------


                                        INTERMEDIA MANAGEMENT, INC., a
                                        California corporation



                                        By /s/ LEO J. HINDERY, JR.
                                           -------------------------------------
                                               Leo J. Hindery, Jr.
                                                  President and 
                                             Chief Executive Officer


                                        LIMITED PARTNER:

                                        TCI ICM III, INC.



   
                                        By  /s/ STEPHEN M. BRETT
                                           -------------------------------------
                                                Vice President





                                      -20-
<PAGE>   24
                                   Exhibit 1

<TABLE>
<CAPTION>
       Names and Addresses      Percentage          Amount of Committed
          of Partners           Interest            Capital Contribution
       -------------------      ---------           --------------------
<S>                             <C>                 <C> 
        General Partners
        ----------------
Leo J. Hindery, Jr.               .001%                       $4.00
235 Montgomery Street
Suite 420
San Francisco, CA  94104
InterMedia Management, Inc.       .001                         4.00
235 Montgomery Street
Suite 420
San Francisco, CA 94104

        Limited Partner
        ---------------

TCI ICM III, Inc.               99.998                   300,071.00
3619 DTC Parkway
11th Floor
Englewood, CO  80111

                    TOTAL      100.000%                 $300,079.00
                               =======                  ===========
</TABLE>





                                      -21-