AMENDMENT NO. 3 TO PARTNERSHIP AGREEMENT

Exhibit 10.10

AMENDMENT NO. 3
TO PARTNERSHIP AGREEMENT

          This Amendment (“Amendment”) is made as of this 23rd day of August, 2000 by and among Time Warner Entertainment-Advance/Xxxxxxxx Partnership, a New York general partnership (“TWE-A/N”), TWE-A/N Texas Cable Partners General Partner LLC, a Delaware limited liability company (“TWE-A/N GP”), and TCI Texas Cable Holdings LLC, a Colorado limited liability company (“TCI”), and TCI Texas Cable, Inc., a Colorado corporation (“TCI GP”).

          TWE-A/N, TWE-A/N GP, TCI and TCI GP are parties to that certain Limited Partnership Agreement, dated as of June 23, 1998, and amended as of December 11, 1998, and as of May 16, 2000 (as amended, “Partnership Agreement”), establishing Texas Cable Partners, L.P., a Delaware limited partnership (the “Partnership”). The parties hereto wish to amend further the Partnership Agreement as provided herein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Partnership Agreement.

          In consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

          1. TWE-A/N shall reimburse the Partnership for all amounts, if any, that are paid by the Partnership to Affiliates of TCI pursuant to the Partnership’s indemnification obligations under Section 11.3 of that certain Asset Exchange Agreement between the Partnership and such Affiliates of TCI dated as of August 23, 2000 (the “Exchange Agreement”), as such obligations are limited by Section 11.6 of the Exchange Agreement, but only to the extent that the facts, circumstances, events or actions that gave rise to indemnifiable losses of such indemnified parties were in existence, had occurred or had been taken on or before December 31, 1998.

          2. Effective upon the closing of the Exchange Agreement, the table appearing in the definition of “Partnership ADI/DMA” automatically shall be amended to delete the references to Dallas-Fort Worth and Wichita Falls, TX-Lawton, OK, and to add a reference to Corpus Christi, TX, in each column in such table.

          3. Effective upon the closing of the Exchange Agreement, the definition of “TWE-A/N Systems” automatically shall be amended to read in its entirety as follows:

TWE-A/N Systems: The cable television systems contributed to the Partnership by TWE-A/N or TWE-A/N GP, and the cable television systems received by the Partnership in exchange for any of the cable television systems theretofore contributed to the Partnership by TWE-A/N or TWE-A/N GP, and serving the areas listed on Schedule 2.

Effective upon the closing of the Exchange Agreement, Schedule 2, referred to in the definition of “TWE-A/N Systems,” automatically shall be amended (i) to delete references to the Commerce System, Xxxxxx System, Greenville System, Palestine System and Dallas Metro

System, (ii) to delete references to the communities served by such former TWE-A/N Systems, and (iii) to add references to the following cable television systems and the following communities served by such TWE-A/N Systems:

Community Served/Headend		CUID
IV. XXXXXX XXXXXXX
Xxx Xxxxxx/Xxxxxxxx		XX0000
City of Xxxxxxxx/Xxxxxxxx		XX0000
Town of Xxxxxxx/Refugio		TX0757
Town of Xxxxxxxxx/Xxxxxxx		XX0000
City of Corpus Xxxxxxx/Xxxxxx Xxxxxxx		XX0000
Corpus Christi NAS/Corpus Christi		TX1204
City of Xxxxxxxx/Xxxxxx Xxxxxxx		XX0000
City of Seadrift/Seadrift		TX1208
Xxxxxxx County (Port X’Xxxxxx)/Port X’Xxxxxx		TX1205
City of Orange Xxxxx/Xxxxxx Xxxxx		XX0000
City of Xxxxxx Xxxx/Xxxxxx Xxxx		XX0000
Town of Xxxxxx/Xxxxxx		TX0735
City of Lake City/Mathis		TX1583
Town of Lakeside/Mathis		TX1532
City of Xxxxxx/Mathis		TX0743
San Xxxxxxxx County (The Lakes) Mathis		TX2159
City of Xxxx/Odem		TX0772
San Xxxxxxx County (UO Odem)/Odem		TX2156
City of Xxxxx/Alice		TX0008
Xxxxx County/Alice		TX2162
Xxx Xxxxx County/Alice		TX2170
City of Xxx Xxxxx/Xxxxx		XX0000
Xxxxxx County/Falfurrias		TX2171
City of Xxxxxxxxxx/Xxxxxxxxxx		XX0000
Xxx Xxxxx County/Premont		TX2169
City of Premont/Premont		TX1403

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Community Served/Headend		CUID
V. HARLINGEN
City of Xxxxxxxxx/Xxxxxxxxx		XX0000
County of Xxxxx (C)/Benavides		TX2044
Xxxx County — Bruni/Bruni		TX1396
Xxxx County — Xxxx/Bruni		TX2048
County of Xxxxx (N)/Freer		TX2043
City of Xxxxx/Freer		TX0293
Xxx Xxxx County/Hebbronville		TX0021
Xxxx County — Xxxxxxx/Xxxxxx		XX0000
Xxxx County — Xxxxxx/Xxxxxx		XX0000
Xxxxxx County/San Ygnacio		TX0939
Xxxxxx County/Xxxxxx		TX0307

          4. This Amendment shall become effective as of the date hereof.

          5. Except as otherwise expressly provided in this Amendment, all of the terms, conditions and provisions of the Partnership Agreement shall remain the same, the Partnership Agreement, as amended hereby, shall continue in full force and effect and this Amendment and the Partnership Agreement shall be read and construed as one instrument.

          6. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware (other than its rules of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby).

          7. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.

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          IN WITNESS WHEREOF, the Partners have caused this Amendment to be executed as of the date first above written.

		TCI TEXAS CABLE HOLDINGS LLC
		By:		Heritage Cablevision of Texas, Inc. as its manager
		By:		/s/ Xxxxxxx Xx Xxxxxx
				Name: Xxxxxxx Xx Xxxxxx Title: Vice President
		TCI TEXAS CABLE, INC.
		By:		/s/ Xxxxxxx Xx Xxxxxx
				Name: Xxxxxxx Xx Xxxxxx Title: Vice President
		TIME WARNER ENTERTAINMENT- ADVANCE/XXXXXXXX PARTNERSHIP
		By:		Time Warner Entertainment Company, L.P. as its Managing Partner
		By:		/s/ Xxxxx X. X’Xxxxx
				Xxxxx X. X’Xxxxx Senior Vice President
				Investments — Time Warner Cable Division
		TWE-A/N TEXAS CABLE PARTNERS GENERAL PARTNER LLC
		By:		/s/ Xxxxx X. X’Xxxxx
				Xxxxx X. X’Xxxxx, Vice President

(Signature Page to Amendment No. 3 to Partnership Agreement
dated as of the 23rd day of August, 2000)

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