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EXHIBIT 3.2(a)
FIRST AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P.
This First Amendment ("First Amendment") to that certain
Amended and Restated Agreement of Limited Partnership of Charter Communications
Southeast Holdings, L.P., a Delaware limited partnership (the "Partnership"),
dated as of March 28, 1996 (the "Partnership Agreement") by and between Charter
Communications Holdings Properties, Inc., a Delaware corporation ("Holdings
Properties"), and CharterComm Holdings, L.P., a Delaware limited partnership
("CharterComm Holdings"), is made as of the 28th day of February, 1997, by and
between Holdings Properties and CharterComm 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, the Partnership, Charter Communications Southeast, L.P., a Delaware
limited partnership ("Charter Southeast"), Charter Communications II, L.P. and
Charter Communications, L.P., CharterComm 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 such $30,000,000, the XxXx System and the XxXx Notes to
Charter Southeast; 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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Amendment of Partnership Agreement.
A. All references in the Partnership Agreement to Charter
Communications Southeast Holdings Properties, Inc. shall be deemed to refer to
Holdings Properties because Holdings Properties is the General Partner of the
Partnership.
B. 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.
C. 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."
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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
HOLDINGS PROPERTIES, INC.
By:
------------------------
Name:
Title:
LIMITED PARTNER:
CHARTERCOMM HOLDINGS, L.P.
By: CharterComm, Inc.,
its General Partner
By:
------------------------
Name:
Title:
By: CharterComm II, L.L.C.
its General Partner
By:
------------------------
Name:
Title:
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Schedule A-1
LIMITED PARTNERS' CAPITAL CONTRIBUTIONS
AND PARTNERSHIP UNITS
Capital Contributions
Initial Number of LP 2/28/97 Number of LP Total Number of
Capital Units Capital Units Acquired LP Units
Name of Limited Partner Contributions Acquired Contribution on 2/28/97 Acquired
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CharterComm
Holdings $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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