EXHIBIT 3.12
Amendment No. 2
to the
First Amended and Restated Agreement of Limited Partnership of
FVP GP, L.P.
dated as of August 11, 1995, as amended
--------------------------------------------
This Amendment No. 2 to the First Amended and Restated Agreement of Limited
Partnership of FVP GP, L.P. dated as of August 11, 1995, as amended (the
"Agreement"), is dated as of the date set forth below.
The Agreement is hereby amended as follows:
1. Paragraph 2.5 of the Agreement is hereby amended and restated to read
in its entirety as follows:
2.5 Term. The term of the Partnership commenced on April 17,
----
1995, and shall continue in full force and effect until December 31,
2006, which period shall be extended by the General Partner to a date
not later than June 30, 2008 to the extent required so that the term
of the Partnership ends no earlier than the term of FrontierVision, or
until dissolution prior thereto pursuant to the provisions hereof.
Except as expressly amended hereby, the Agreement is, and shall remain, in
full force and effect.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 as of
the ____ day of September, 1997.
GENERAL PARTNER:
---------------
FRONTIERVISION INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
Title: President
LIMITED PARTNERS:
----------------
All Limited Partners by the General
Partner pursuant to the Power of
Attorney granted by paragraph 12.1 of
the Agreement.
FRONTIERVISION INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
Title: President
2