<PAGE>   1
                                                                  EXHIBIT 10.77
  
                                                                  Execution Copy





                     INTERMEDIA CAPITAL MANAGEMENT IV, L.P.

                              AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP



                           Dated as of August 5, 1997
<PAGE>   2
                               TABLE OF CONTENTS

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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 Partners   . . . . . . . . . . . . .  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 Partner   . . . . . . . . . .  9
       4.3    Valuation of Assets   . . . . . . . . . . . . . . . . . . . .   10
       4.4    Revaluation of Partnership Assets   . . . . . . . . . . . . .   11
       4.5    Rights of the Limited Partners  . . . . . . . . . . . . . . .   11
              (a)    No Control   . . . . . . . . . . . . . . . . . . . . .   11
              (b)    Voting   . . . . . . . . . . . . . . . . . . . . . . .   11
              (c)    Partner Meetings   . . . . . . . . . . . . . . . . . .   12
              (d)    Bankruptcy or Dissolution of a Limited Partner   . . .   12
       4.6    Successor General Partner   . . . . . . . . . . . . . . . . .   12
              (a)    Removal of the General Partner   . . . . . . . . . . .   12
              (b)    Withdrawal of the 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 Partner With
              Respect to Publicly Traded Partnerships   . . . . . . . . . .   15

ARTICLE 6     Conflicts of Interest   . . . . . . . . . . . . . . . . . . .   15
       6.1    Contracts With the 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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       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  . . . . . . . . . . . . . . . . . . . . . . . .   19
       9.11   Nonrecourse   . . . . . . . . . . . . . . . . . . . . . . . .   20
</TABLE>





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<PAGE>   4
                     INTERMEDIA CAPITAL MANAGEMENT IV, 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 August 5, 1997, by and between
INTERMEDIA MANAGEMENT, INC., a California corporation, as managing general
partner ("IMI" or the "Managing General Partner"), TCI ICM IV, INC., a Delaware
corporation, as a limited partner ("TCI" or the "Limited Partner") and LEO J.
HINDERY, JR., as a special limited partner ("Hindery" or the "Special Limited
Partner").  Except where expressly stated, the Special Limited Partner shall
not have the same rights and obligations hereunder as the Limited Partner and,
unless the context otherwise provides, the phrase "Limited Partners" shall not
include the Special Limited Partner.  The Managing General Partner and the
Limited Partners are collectively referred to as the Partners and individually
as a Partner.

                              W I T N E S S E T H:

       WHEREAS,  the Partnership originally was formed as of October 24, 1994
by and among IMI and certain limited partners;

       WHEREAS,  Hindery was admitted as managing general partner of the
Partnership as of September 30, 1995 and various new limited partners were
admitted to the Partnership as of September 30, 1995 and October 1, 1996;

       WHEREAS,  the Partners desire to appoint IMI as the managing general
partner of the Partnership;

       WHEREAS,  Hindery desires to withdraw as managing general partner of the
Partnership immediately thereafter and to convert his entire remaining general
partner interest in the Partnership to a limited partner interest (the
"Conversion");

       WHEREAS,  immediately after the Conversion and immediately prior to the
execution of this Agreement, each of the former limited partners (including
Hindery after the Conversion) of the Partnership shall transfer its interest in
the Partnership to a grantor trust in exchange for an





                                      -1-
<PAGE>   5
interest in the trust, and TCI will acquire all such limited partnership
interests from such trust;


       WHEREAS,  Hindery desires to acquire a special limited partner interest
in the Partnership;

       WHEREAS,  the Partners desire to admit Hindery as a special limited
partner and TCI as a limited partner of the Partnership; and

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

       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) appoint
IMI as the managing general partner of the Partnership, (ii) acknowledge and
consent to the withdrawal of Hindery as the managing general partner of the
Partnership immediately thereafter, (iii) admit Hindery as a special limited
partner and TCI as a limited partner of the Partnership, 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 IV, 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 Partners.

       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 Partners.

       1.4  Agent for Service of Process.  The agent for service of process for
the Partnership and his address shall be Robert J. Lewis, 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 Partners.

       1.5  Business of the Partnership.

       (a)    The Partnership was organized and continues to exist for the
purpose of (i) acting as a limited partner of InterMedia Capital Partners IV,
L.P. ("ICP-IV"), (ii) performing administrative services for the cable
television systems owned and/or operated by ICP-IV, 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 ICP-IV and their investments; and

              (iv)  engage attorneys, independent accountants, investment
       bankers, consultants or such other persons for the Partnership or ICP-IV
       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 until final dissolution and liquidation of ICP-IV, unless
the Partnership is earlier dissolved pursuant to Section 7.2.


                                   ARTICLE 2

            Capital Contributions, Withdrawals and Capital Accounts

       2.1  Contributions of Capital.  The Partners, or their predecessors,
have made capital contributions as reflected in the Partnership's books.  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





                                      -3-
<PAGE>   7
maintain all Capital Accounts in accordance with the capital accounting rules
of section 704(b) of the Internal Revenue Code of 1986 (the "Code") and the
Income Tax Regulations thereunder, including in particular section
1.704-l(b)(2)(iv) of the Income Tax 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 Partner.  The Managing General Partner
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 Managing
General Partner or the Limited Partners either during the term of the
Partnership or upon dissolution, subject to the obligation of the Managing
General Partner to return to the Partnership certain distributions as provided
in the Act.

       2.6  Obligations of the Limited Partners.  Except as otherwise
specifically provided herein, the Limited Partners shall not be personally
obligated for the debts, liabilities and obligations of the Partnership or of
any other Partner, except that the Limited Partners (and any former





                                      -4-
<PAGE>   8
Limited Partner) shall be obligated to return to the Partnership certain
distributions made to it as provided in section 15666 of the Act.


                                   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
hereto ("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.





                                      -5-
<PAGE>   9
       (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
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





                                      -6-
<PAGE>   10
       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
       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 resulting
       from the Partnership's carried interest, as specified in Sections
       3.1(k)(5)(A) of the Amended and Restated Agreement of Limited
       Partnership of InterMedia Capital Partners IV, L.P. dated as of August
       __, 1997 (the "Carried Interest"), to the Managing General Partner,
       provided that such amount when aggregated with any income or gain
       similarly derived by the Managing General Partner from its interest in
       InterMedia Capital Management III, L.P., does not exceed $1,800,000; (B)
       ten percent (10%) of any income or gain resulting from the Carried
       Interest to the Special Limited 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;





                                      -7-
<PAGE>   11
              (2)    Second, (A) five percent (5%) of any income or gain
       resulting from the Carried Interest to the Managing General Partner,
       provided that such amount when aggregated with any income or gain
       similarly derived by the Managing General Partner from its interest in
       InterMedia Capital Management III, L.P., does not exceed $1,800,000; (B)
       ten percent (10%) of any income or gain resulting from the Carried
       Interest to the Special Limited 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 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





                                      -8-
<PAGE>   12
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.

       (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 Managing General
Partner or any affiliate thereof which incurs 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 TCI 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 ICP-IV as an
administrative fee, which payment shall be made to TCI as promptly as
practicable 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 Managing
General Partner.  The Managing General Partner shall devote as much of its time
as is necessary and its 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 ICP-IV.  The Managing General
Partner 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 Partner.  Except as otherwise
provided herein, the Managing General Partner 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
       Partners, 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





                                      -9-
<PAGE>   13
       the Partnership on such terms and conditions as the Managing General
       Partner shall determine are reasonable;

              (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 Partners or an affiliate of the
       Limited Partners pursuant to Section 6.1;

              (i)  subject to the Limited Partners' 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 a 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 Partners' 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.





                                      -10-
<PAGE>   14
       4.3  Valuation of Assets.  An independent appraiser selected by the
Managing General Partner and the Limited Partners shall value the assets of the
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 Managing General Partner and the Limited Partners 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 Limited 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 Partners.

       (a)  No Control.  The Limited Partners 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 Partners' 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 Managing General Partner (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 Managing General Partner):

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

              (ii)  The amendment of the allocations and distributions to the
       Limited Partners 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 the Managing General
       Partner or any of its affiliates has an actual or potential conflict of
       interest with a 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;





                                      -11-
<PAGE>   15
              (vii)  The merger of or consolidation of the Partnership with any
       other entity;

              (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 a 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 a Limited Partner.  The bankruptcy,
insolvency or dissolution of a Limited Partner shall not result in the
termination of the Partnership.  The interest of such 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
such 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 the General Partner.

       (i)  The Limited Partners may initiate removal of the Managing General
Partner by delivering written notice to the Managing General Partner (x)
specifying one or more grounds for removal that the Limited Partners 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 the Managing
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 Partners' notice described
in Section 4.6(a)(i), the Managing General Partner shall send a written notice
to the Limited Partners selecting a second individual to arbitrate whether
grounds for removal exist.  If the Managing General





                                      -12-
<PAGE>   16
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 Partners (and such
arbitrator shall be deemed to be the "arbitration panel" for purposes of this
Section 4.6(a)).  If the Managing 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 Partners, the arbitrator selected by the Managing 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 Partners.  If the Limited Partners do not select
       a successor general partner within sixty (60) days after the
       determination that grounds for removal exist, 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 Managing 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 Partners and the
       removed Managing 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 Managing General
       Partner.

              (C)  Upon removal of the Managing General Partner as general
       partner of the Partnership, 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 Managing 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 the General Partner.

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

              (A)  any event that causes the Managing General Partner to cease
       to be the managing general partner;





                                      -13-
<PAGE>   17
              (B)  the bankruptcy, insolvency, or appointment of a trustee to
       manage the affairs of the Managing General Partner or Robert J. Lewis;

              (C)  the dissolution, whether or not required by operation of law
       or judicial decree, of the Managing General Partner;

              (D)  the death of Robert J. Lewis;

              (E)  the incapacity of Robert J. Lewis such that he is unable to
       perform substantially all of his duties as president and chief executive
       officer of the Managing General Partner for a period of nine (9) months;
       or

              (F)  any other event that causes the Managing General Partner to
       cease to be controlled directly or indirectly through one or more
       intermediaries by Robert J. Lewis.

       (ii)  Upon the withdrawal of the Managing 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 Managing General Partner.

       (c)  Right To Recover Damages.  (i)  Removal of the Managing 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 the Managing
General Partner or any other person.

       (ii)  Removal of the Managing General Partner, except pursuant to the
terms of this Agreement, shall entitle the Managing 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 Managing 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.  The Limited 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).





                                      -14-
<PAGE>   18
       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 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
Partners 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 Partners, the Managing
General Partner 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 its affiliates (or to the extent the Managing 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 Partner With Respect to
Publicly Traded Partnerships.  The Managing General Partner 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 its
power and authority as are reasonably necessary or appropriate to prevent any
such trading of interests.





                                      -15-
<PAGE>   19
                                   ARTICLE 6

                             Conflicts of Interest

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

       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 Partners (and their 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.
No Limited Partner or the partners, employees, agents or affiliates of such
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 Partners and the
partners, employees or affiliates of the Limited Partners 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 a 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
Partners 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 Managing General Partner and any partner,
employee or agent of the Managing General Partner or the Partnership shall not
be liable to the Limited Partners or the Partnership for mistakes of judgment
or for action or inaction which the Managing General Partner or any such
partner, employee or agent of the Managing General Partner 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





                                      -16-
<PAGE>   20
of this Agreement.  The Managing General Partner 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
Managing General Partner and any partner, employee or agent of the Managing
General Partner 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 a 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 the Managing General Partner as general
partner or the bankruptcy of the Managing 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
Managing General Partner and the Limited Partners.  Notwithstanding anything to
the contrary in this Section 7.2, without the consent of the Limited Partners,
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 Partners, 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





                                      -17-
<PAGE>   21
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;

       (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
the Managing 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





                                      -18-
<PAGE>   22
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 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 Managing General Partner and by the Limited
Partners.

       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.





                                      -19-
<PAGE>   23
       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.

       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.





                                      -20-
<PAGE>   24
       IN WITNESS WHEREOF, the Partners have executed this Amended and Restated
Agreement of Limited Partnership as of the date first hereinabove written.


                                   MANAGING GENERAL PARTNER


                                   INTERMEDIA MANAGEMENT, INC.




                                   By      /s/ ROBERT J. LEWIS               
                                      ------------------------------------------
                                              Robert J. Lewis
                                                President and
                                           Chief Executive Officer


                                   SPECIAL LIMITED PARTNER




                                              /s/ LEO J. HINDERY, JR.         
                                   ---------------------------------------------
                                              Leo J. Hindery, Jr.


                                   LIMITED PARTNER


                                   TCI ICM IV, INC.




                                   By                                           
                                      ------------------------------------------
                                          Stephen M. Brett
                                          Vice President




                                      -21-
<PAGE>   25
                                   EXHIBIT 1


<TABLE>
<CAPTION>
       Names and Addresses                                       Percentage
           of Partners                                            Interest 
       -------------------                                       ----------
 <S>                                                               <C>
 Managing General Partner:                                                      
                                                                                
 InterMedia Management, Inc.                                       .002%
 235 Montgomery Street, Suite 420                                               
 San Francisco, CA 94104                                                        
                                                                                
 Special Limited Partner:                                                       
                                                                                
 Leo J. Hindery, Jr.                                               .001%
 5619 DTC Parkway                                                               
 Englewood, CO  80111-3000                                                      
                                                                                
 Limited Partner:                                                               
                                                                                
 TCI ICM IV, Inc.                                                99.997%
 5619 DTC Parkway                                                               
 Englewood, CO  80111-3000                                                      
                                                              ---------
                                                                    100%
</TABLE>





                                      -22-