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EXHIBIT 3.3
FIRST AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
CHARTER COMMUNICATIONS SOUTHEAST, L.P.
This First Amendment ("First Amendment") to that certain
Amended and Restated Agreement of Limited Partnership of Charter Communications
Southeast, L.P., a Delaware limited partnership (the "Partnership"), dated as
of March 28, 1996 (the "Partnership Agreement") by and between Charter
Communications Southeast Properties, Inc., a Delaware corporation ("Southeast
Properties"), and Charter Communications Southeast Holdings, L.P., a Delaware
limited partnership ("Charter Holdings"), is made as of the 28th day of
February, 1997, by and between Southeast Properties and Charter Holdings.
RECITALS
WHEREAS, pursuant to that certain Contribution Agreement (the
"Contribution Agreement"), dated as of February 28, 1997, by and among Charter
Communications, Inc., CharterComm II, Inc., CharterComm II, L.L.C., CharterComm
Holdings, L.P., Charter Holdings, the Partnership, Charter Communications II,
L.P. and Charter Communications, L.P., Charter Holdings contributed
$30,000,000, certain cable television systems which serve areas in and around
Stockbridge, Georgia (the "XxXx System") and certain promissory notes in the
aggregate principal amount of $3.08 million held by XxXx Cablevision, Inc. (the
"XxXx Notes") to the Partnership;
WHEREAS, pursuant to the Contribution Agreement, the
Partnership contributed $25,000,000, the XxXx System and the XxXx Notes to
Charter Communications II, L.P. and $5,000,000 to Charter Communications, L.P.;
and
WHEREAS, the parties hereto desire to amend the Partnership
Agreement to provide for the foregoing transactions.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto, intending legally to be bound, do hereby
agree as follows:
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1. Amendment of Partnership Agreement.
A. Schedule A to the Partnership Agreement is hereby
deleted and replaced in its entirety with Schedule A-1 attached hereto. For
such purpose, the parties hereto waive compliance with Section 4.03(D) of the
Partnership Agreement.
B. Section 4.01(C) of the Partnership Agreement is
hereby deleted in its entirety.
2. General.
A. Ratification. Except as amended by this First
Amendment, all the terms and provisions of the Partnership Agreement are hereby
ratified and reaffirmed in all respects.
B. Successors. This First Amendment shall be binding on
the parties hereto and their successors and assigns.
C. Counterparts. This First Amendment may be executed
in two or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument."
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, this Agreement has been executed as of the
day and year first above written.
GENERAL PARTNER:
CHARTER COMMUNICATIONS
SOUTHEAST PROPERTIES, INC.
By: ___________________________________
Name:
Title:
LIMITED PARTNER:
CHARTER COMMUNICATIONS
SOUTHEAST HOLDINGS, L.P.
By: Charter Communications Holdings
Properties, Inc., its General
Partner
By: ___________________________________
Name:
Title:
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Schedule A-1
LIMITED PARTNERS' CAPITAL CONTRIBUTIONS
AND PARTNERSHIP UNITS
Capital Contributions
Initial 2/28/97 Number of LP Total Number
Capital Number of LP Capital Units Acquired of LP Units
Name of Limited Partner Contributions Units Acquired Contribution on 2/28/97 Acquired
----------------------- ------------- -------------- ------------ ---------- --------
Charter Communications
Southeast Holdings, L.P. $151,335,545 1,513.35545 $33,670,000 336.70000 1850.05000
Address:
c/o Charter Communications, Inc.
00000 Xxxxxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
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