Exhibit 3.16
AGREEMENT OF LIMITED PARTNERSHIP
OF
FRONTIERVISION HOLDINGS, L.P.
This Agreement of Limited Partnership of FrontierVision Holdings, L.P.
is entered into by and between FrontierVision Partners, L.P., a Delaware limited
partnership (the "General Partner"), and FrontierVision Holdings, LLC, a
Delaware limited liability company, as limited partner (the "Limited Partner").
The General Partner and the Limited Partner hereby form a limited
partnership pursuant to and in accordance with the Delaware Revised Uniform
Limited Partnership Act (6 Del.C. (S)(S)17-101, et seq.) (the "Act"), and hereby
------ -- ---
agree as follows:
1. Name. The name of the limited partnership formed hereby is
----
FrontierVision Holdings, L.P. (the "Partnership").
2. Purpose. The Partnership is organized for the object and purpose of,
-------
and the nature of the business to be conducted and promoted by the Partnership
is, serving as the general partner of FrontierVision Operating Partners, L.P., a
Delaware limited partnership, and acquiring, investing in, disposing of,
operating, managing and financing, directly or indirectly, cable television and
communications systems and engaging in any and all activities necessary,
desirable or incidental to the foregoing, including, without limitation, the
issuance of such debt or equity securities as the Partnership may determine to
issue from time to time.
3. Registered Office. The registered office of the Partnership in the
-----------------
State of Delaware is c/o The Xxxxxxxx-Xxxx Corporation System, Inc., 0000 Xxxxxx
Xxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
4. Registered Agent. The name and address of the registered agent of
----------------
the Partnership for service of process on the Partnership in the State of
Delaware is The Xxxxxxxx-Xxxx Corporation System, Inc., 0000 Xxxxxx Xxxx,
Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
5. Partners. The names and mailing addresses of the General Partner and
--------
the Limited Partner are as follows:
General Partner
---------------
FrontierVision Partners, L.P.
0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx X000
Xxxxxx, Xxxxxxxx 00000
Limited Partner
---------------
FrontierVision Holdings, LLC
0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx X000
Xxxxxx, Xxxxxxxx 00000
6. Powers. The powers of the General Partner include all powers,
------
statutory and otherwise, possessed by general partners under the laws of the
State of Delaware.
7. Term. The Partnership shall dissolve, and its affairs shall be wound
----
up either (i) on June 30, 2008 or (ii) at such earlier time as (a) all of the
partners of the Partnership approve in writing; (b) the Partnership sells or
otherwise disposes of its interest in all or substantially all of its property;
(c) an event of withdrawal of the General Partner has occurred under the Act; or
(d) an entry of a decree of judicial dissolution has occurred under (S)(S)17-802
of the Act.
8. Capital Contributions. The partners of the Partnership have
---------------------
contributed the following amounts, in cash, and no other property, to the
Partnership:
General Partner
---------------
FrontierVision Partners, L.P. $99.90
-2-
Limited Partner
---------------
FrontierVision Holdings, LLC $ .10
9. Additional Contributions. Each partner of the Partnership may, but
------------------------
is not required to, make additional capital contributions to the Partnership.
10. Allocation of Profits and Losses. The Partnership's profits and
--------------------------------
losses shall be allocated in proportion to the capital contributions of the
partners of the Partnership.
11. Distributions. At the time determined by the General Partner, but
-------------
at least once during each fiscal year of the Partnership, the General Partner
shall, to the extent not prohibited by any financing arrangements to which the
Partnership is then subject, cause the Partnership to distribute any cash held
by it which is not reasonably necessary for the operation of the Partnership.
Cash available for distribution shall be distributed to the partners of the
Partnership in the same proportion as their then capital account balance.
12. Assignments. The Limited Partner may assign all or any part of its
-----------
partnership interest in the Partnership only with the consent of the General
Partner. The Limited Partner has no right to grant an assignee of its
partnership interest in the Partnership the right to become a substituted
limited partner of the Partnership.
13. Withdrawal. Except as provided in the following Section 14, no
----------
right is given to any partner of the Partnership to withdraw from the
Partnership.
14. Additional Partners.
-------------------
(a) Without the approval of the Limited Partner, the General
Partner may admit additional limited partners to the Partnership. The General
Partner may admit an assignee of the Limited Partner's partnership interest in
the Partnership as a substituted limited partner of the Partnership. The General
Partner may admit one or more additional general partners, without
-3-
the consent of the Limited Partner. Upon the admission of any additional limited
partners or substituted limited partners to the Partnership, the Limited Partner
shall withdraw from the Partnership and shall be entitled to receive forthwith
the return of his capital contribution, without interest or deduction.
(b) After the admission of any additional limited partners,
substituted limited partners or additional general partners pursuant to this
Section 14, the Partnership shall continue as a limited partnership under the
Act.
(c) The admission of additional limited partners, substituted
limited partners or additional general partners to the Partnership pursuant to
this Section 14 shall be accomplished by the amendment of this Agreement of
Limited Partnership and, if required by the Act, the filing of an appropriate
amendment of the Partnership's Certificate of Limited Partnership in the office
of the Secretary of State of the State of Delaware.
15. Governing Law. This Agreement shall be governed by, and construed
-------------
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.
-4-
IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, have
duly executed this Agreement of Limited Partnership as of the 29th day of
August, 1997.
GENERAL PARTNER:
---------------
FRONTIERVISION PARTNERS, L.P.
By: FVP GP, L.P., its sole general
partner
By: FrontierVision Inc., its sole
general partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx
President
LIMITED PARTNER:
---------------
FRONTIERVISION HOLDINGS, LLC
By: FrontierVision Partners, L.P., its
sole member
By: FVP GP, L.P., its sole general
partner
By: FrontierVision Inc., its sole
general partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx
President
-5-
