EXHIBIT 3.4
AMENDMENT NO. 1
TO THE
FIRST AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF FRONTIERVISION PARTNERS, L.P.
DATED AS OF AUGUST 11, 1995
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This Amendment No. 1 to the First Amended and Restated Agreement of
Limited Partnership of FrontierVision Partners, L.P., dated as of August 11,
1995 (the "Agreement"), is dated as of October 31, 1995.
The Agreement is hereby amended as follows:
1. A new paragraph 3.11 is hereby added, to read in its entirety as
set forth on Exhibit A hereto.
2. Schedule A to the Agreement is hereby amended to read in its
entirety as set forth in the Schedule A attached hereto.
Except as expressly amended hereby, the Agreement is and shall remain,
in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1
as of the 31st day of October, 1995.
GENERAL PARTNER:
---------------
FVP GP, L.P.
By: FrontierVision Inc.,
its general partner
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Xxxxx X. Xxxxxx,
President
LIMITED PARTNERS.
----------------
All Limited Partners by the General
Partner pursuant to the Power of
Attorney granted by paragraph 12.1
of the Agreement.
FVP GP, L.P.
By: FrontierVision Inc.,
its general partner
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Xxxxx X. Xxxxxx,
President
EXHIBIT A
---------
3.11 FOREIGN INVESTORS; FOREIGN-OWNED SPECIAL PURPOSE CORPORATIONS.
-------------------------------------------------------------
Several investors in the Partnership are foreign-owned special purpose
corporations (each a "FOSPC"), each of which is wholly-owned by a foreign
corporation (each such corpo ration a "Foreign Investor"). After any
indebtedness of the Partnership and its Operating Entities for borrowed money,
other than the Junior Subordinated Notes, has been repaid, and immediately prior
to any subsequent sale to a buyer of all or substantially all of the
Partnership's assets, each Foreign Investor may wish to have its indirect
interest in the assets of the Partnership distributed to its FOSPC. The Foreign
Investor may wish then to sell the stock of its FOSPC to the buyer at the same
time that the Partnership sells its direct interest in the assets of the
Partnership to that buyer. In addition, in the event that the Partnership is
reorganized as a corporation (for example, in contemplation of an initial public
offering), the Foreign Investor may wish to exchange the stock of its FOSPC for
stock in such corporation or to merge its FOSPC into such corpo ration. The
Partnership and the General Partner have agreed to assist the Foreign Investors
in achieving their objectives, but in any event (i) only if pursuant to
paragraph 3.10 a Fund Investor similarly elects to sell its stock in a SPC to a
buyer or to combine its SPC with a corporation resulting from a reorganization
of the Partnership, as applicable, and (ii) only to the extent practicable and
not adverse in any material respect to the other Partners and the Partnership
(as determined by the Advisory Committee in its sole discretion, which
determination shall be final and binding). To that end, the General Partner,
the Partnership and the FOSPCs have agreed as provided below in this paragraph
3.11.
3.11.1 Each FOSPC shall be a single-purpose corpora tion, whose sole
purpose and business shall be to make an invest ment in the Partnership.
3.11.2 After all indebtedness of the Partnership and its Operating
Entities for borrowed money, other than the Junior Subordinated Notes, has been
repaid, if the General Partner, with the approval of the Advisory Committee,
determines to sell all or substantially all of the assets of the Partnership,
and if a SPC has similarly so requested pursuant to paragraph 3.10.5, then upon
the request of a FOSPC, the Partnership shall use commer cially reasonable
efforts to arrange for the sale to be accom plished as follows (it being
understood that the actions des cribed in this paragraph 3.11.2 shall not be
taken unless (i) an SPC of a Fund Investor has similarly requested that such
action be taken pursuant to paragraph 3.10.5 and (ii) the buyer, in its sole
discretion, has agreed to buy and the Foreign Investor has agreed to sell the
stock of the FOSPC):
(a) The Partnership first shall distribute (a "FOSPC Distribution") to
the FOSPC an interest in the assets of the Partnership having a fair market
value (as determined by the General Partner in its sole discretion, which
determination shall be conclusive) equal to the amount of cash and/or the fair
market value of securities that would have been paid to the FOSPC in respect of
its Junior Subordinated Notes and/or would have been distributed to the FOSPC in
respect of its Limited Partnership Interest if the assets of the Partnership had
been directly sold to the buyer, and the Partnership had used the net proceeds
of such sale to repay the Junior Subordinated Notes and to make distributions to
its Partners. Each such FOSPC Distribution shall be treated for all purposes of
this Agreement and the Purchase Agreement (x) first, as a repayment of the
principal of, and accrued interest on, the Junior Subordinated Notes held by the
FOSPC and (y) to the extent of the excess of the fair market value of the FOSPC
Distribution over the principal of, and accrued interest on, such Junior
Subordinated Notes, as a cash distribution pursuant to paragraph 4.2.1.
(b) The buyer shall then purchase from the Partnership its interest in
the assets, and from the Foreign Investor the stock of its FOSPC. The net
proceeds of such sale received by the Partnership shall be used exclusively to
repay the Junior Subordinated Notes of, and thereafter to make distributions to,
the Partners other than the FOSPCs (and the SPCs of the Fund Investors that have
similarly so elected pursuant to paragraph 3.10.5), and the FOSPCs (and any SPCs
of the Fund Investors that have similarly so elected pursuant to paragraph
3.10.5) shall not share in such proceeds.
Each FOSPC recognizes that the amount the Foreign Investor will receive for the
stock of such FOSPC will be less than the amount such FOSPC would receive for a
direct interest in the Partner ship. The FOSPCs acknowledge and agree that
their stockholders will bear the entire difference between (x) the amount a
buyer is willing to pay for the assets of the Partnership as compared to (y) the
amount a buyer is willing to pay for the Partnership's interest in such assets,
together with the stock of the FOSPCs.
3.11.3 Each FOSPC acknowledges that although the Partnership and the
General Partner have agreed to use commer cially reasonable efforts to arrange
for sales as described in this paragraph 3.11, they will not be required to do
so if the Advisory Committee, in its sole discretion, determines that such a
sale is not practicable or would adversely affect in any material respect the
other Limited Partners. The determination of the Advisory Committee shall be
final and binding. In such event, the Partnership may sell the assets of the
Partnership without making a FOSPC Distribution.
3.11.4 In the event that the Partnership is reorgan ized as a
corporation (for example, in contemplation of an
2
initial public offering), and if a Fund Investor similarly has so requested
pursuant to paragraph 3.10.8, then at the request of a Foreign Investor, the
Partnership and the General Partner will use commercially reasonable efforts to
permit the Foreign Investor to exchange its stock in its FOSPC for stock of such
corporation or to merge its FOSPC into such corporation, unless the Advisory
Committee, in its sole discretion, determines that such an exchange or merger is
not practicable or is adverse in any material respect to the other Partners or
the Partnership. The determination of the Advisory Committee shall be final and
binding. The amount of stock in the new corporation that a Foreign Investor
receives in respect of its stock in a FOSPC will be determined by the General
Partner, with the approval of the Advisory Committee, in its and their sole
discretion, based upon the valuation used in determining the amount of stock in
the new corporation that each Fund Investor that has similarly so elected
pursuant to paragraph 3.10.8 receives in respect of its stock in a SPC. The
determination of the General Partner, with the approval of the Advisory
Committee, shall be final and binding. Each FOSPC recognizes that the amount of
stock in the new corporation that its Foreign Investor will receive for the
stock of a FOSPC will be less than the amount of stock in the new corporation
that the FOSPC would have received in respect of the FOSPC's interest in the
Partnership. The FOSPCs acknowledge and agree that they will bear the entire
difference between (x) the value of the new corporation if the FOSPCs themselves
receive stock in such corporation (rather than stock of the FOSPCs being
exchanged for stock of the new corporation, or the FOSPCs being merged into the
new corporation, as applicable), as compared to (y) the value of the new
corporation if stock of the FOSPCs is exchanged for stock in such corporation or
if the FOSPCs are merged into such corporation, as applicable.
3
SCHEDULE A
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AS OF OCTOBER 31, 1995
----------------------
CLASS OF INTEREST
[INDICATING WHETHER
SPECIAL AND, IF SO,
NAME AND ADDRESS PERCENTAGE OF
OF PARTNER SPECIAL ALLOCATION] CAPITAL COMMITMENT
---------------- ------------------- ------------------
GENERAL PARTNER:
---------------
FVP GP, L.P. General Partnership $ 167,762
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx X-000
Xxxxxx, Xxxxxxxx 00000
LIMITED PARTNERS:
----------------
X.X. Xxxxxx Investment Special Class A - Attributable $3,400,000
Corporation [2% of Special Allocation]
000 Xxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
1818 II Cable Corp. Special Class A - Attributable $3,351,814
c/x Xxxxx Brothers [2% of Special Allocation]
Xxxxxxxx & Co.
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Olympus Cable Corp. Special Class A - Attributable $3,351,814
x/x Xxxxxxx Xxxxxx Xxxx [2% of Special Allocation]
II, L.P.
Metro Center
Xxx Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
First Union Capital Special Class A - Attributable $2,040,000
Partners, Inc. [1.2% of Special Allocation]
One First Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000
Eos Partners SBIC, L.P. Class A - Non-Attributable $ 394,400
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
A-1
NAME AND ADDRESS
OF PARTNER CLASS OF INTEREST CAPITAL COMMITMENT
---------------- ----------------- ------------------
Tahosa Investors Special Class A - $204,000
c/o Xxxxxx X. Xxxxx Non-Attributable
Xxxxxxx & Xxxxx [0.08571% of Special
000 Xxxx Xxxxxxxxx Xxxxxx Allocation]
Milwaukee, WI 53202-4497/1/
Kensington Investment Special Class A - $136,000
Associates Non-Attributable
000 Xxxxxxx Xxxxxx [0.05714% of Special
Xxxxx 0000 Xxxxxxxxxx]
Xxx Xxxx, XX 00000/0/
Pegasus Partners Special Class A - $204,000
c/o Xxxxxx X. Xxxxxxxx Non-Attributable
00 Xxxxxx Xxxxxx Xxxxx [0.08571% of Special
Suffern, NY 10901/1/ Allocation]
Prosperity Associates Special Class A - $ 34,000
x/x Xxxxxxxx X. Xxxxxx Xxx-Xxxxxxxxxxxx
0000 Xxxx Xxxxxx [0.01429% of Special
Apartment 15C Allocation]
New York, NY 10128/1/
SBF Investments Ltd. Special Class A - $136,000
c/o Xxxxxx Xxxx Non-Attributable
0000 Xxxxxxxx Xxxxxxx [0.05714% of Special
10th Floor Allocation]
Dallas, TX 75247/1/
L. Philips Xxxxxx III Special Class A - $136,000
Xxxxxx & Xxxxxx, P.A. Non-Attributable
00 Xxxx Xxxxxx [0.05714% of Special
Xxxxxxxxxxxx, XX 00000/0/ Allocation]
Xxxx Trading Company Special Class A - $ 68,000
000 Xxxx Xxxxxx Xxx-Xxxxxxxxxxxx
Xxxxx 0000 [0.02857% of Special
Xxx Xxxx, XX 00000/0/ Allocation]
Washington Partners Special Class A - $ 34,000
00 Xxxxx Xxxx Xxxx Xxx-Xxxxxxxxxxxx
Xxxxxxxxxx, XX 06793/1/ [0.01429% of Special
Allocation]
--------------------------
/1/ With copies to:
R.E. Xxxxxxxxxx
Capital Management Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
A-2
NAME AND ADDRESS
OF PARTNER CLASS OF INTEREST CAPITAL COMMITMENT
---------------- ----------------- ------------------
Duff Xxxxxxxx Xxxxxxxx - Special Class A - Attributable $ 58,384
FrontierVision, L.P. [0.4% of Special Allocation]
c/o Xxxx X. Xxxx, Xx.
Xxx Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Xxxxxxx Xxxx Xxxxxx Class A - Non-Attributable $544,000
Foundation
c/o Xxxxxx Xxxxxxxxxxxx
Xxxxxxx X. Xxxxxx & Sons
X.X. Xxx XXX
Xxxxxxxx, XX 00000
Mellon Family Investment Class A - Non-Attributable $136,000
Co., IV
c/o Xxxxxx Xxxxxxxxxxxx
Xxxxxxx X. Xxxxxx & Sons
X.X. Xxx XXX
Xxxxxxxx, XX 00000
J. Cashew Corporation Class A - Non-Attributable $ 54,400
x/x Xxxxxx Xxxxxx, Xxx.
Xxxxxxxx & XxXxxxxxx
000 Xxxxxxxxxx Xxxxxx
Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Xxxxxxxxx Family Trust Class A - Non-Attributable $ 34,000
Xxxxxx X. Xxxxxxxxx, Xx.
000 Xxxxxxxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Xxxx X. Xxxxxxx, Esq. Class A - Non-Attributable $ 34,000
Xxxx Xxxxx Xxxx & XxXxxx
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
Xxxxx X. Xxxxxxxxx Class A - Non-Attributable $ 13,600
Xxxx, School of Business
Administration
Portland State University
X.X. Xxx 000
Xxxxxxxx, XX 00000-0000
A-3
NAME AND ADDRESS
OF PARTNER CLASS OF INTEREST CAPITAL COMMITMENT
---------------- ----------------- ------------------
Xx. Xxxx XxXxxxx Xxxxxx Class A - Non-Attributable $13,600
00 Xxxxx Xxxxx
Xxxxxxxx, XX 00000
Xxxxx X. Xxxxx, Esq. Class A - Non-Attributable $13,600
Xxxx Xxxxx Xxxx & XxXxxx
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxx Class A - Non-Attributable $10,200
c/o Xxxxx X. Xxxxxx, Esq.
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
Xxxxxx Brothers Class A - Non-Attributable $13,600
c/o Xxxxx X. Xxxxxx, Esq.
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
Xxxxx X. Xxxxxx Class A - Non-Attributable $ 3,400
c/o Xxxxx X. Xxxxxx, Esq.
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
Xxxx X. Xxxxxxxx Trust Class A - Non-Attributable $13,600
(dated 9/16/92)
Xxxx X. Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxxxx Xxxx Class A - Non-Attributable $13,600
000 Xxxxxxx Xx. Xxxxx
#000
Xxxxxxxx Xxxx, XX 00000
Xxxxxxxx X. Xxxxxxxxx Class A - Non-Attributable $13,600
000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxxx, Class A - Non-Attributable $13,600
III, Esq.
Shearman & Sterling
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Xxxx X. Xxxxxx, Esq. Class A - Non-Attributable $13,600
Xxxxxxx Group Inc.
00 Xxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
A-4
NAME AND ADDRESS
OF PARTNER CLASS OF INTEREST CAPITAL COMMITMENT
---------------- ----------------- ------------------
Mallard Investments Class A - Non-Attributable $ 68,000
Limited Partnership
c/o Xxx Wulinger
00 Xxxxxxxx Xxxx
Xxxxxxxx Xxxxx, Xxxx 00000
FV Holdings Delaware Class A - Non-Attributable; $ 68,000
I, Inc./2/ Non-Disclosure
FV Holdings Delaware Class A - Non-Attributable; $136,000
II, Inc./2/ Non-Disclosure
FV Holdings Delaware Class A - Non-Attributable; $ 68,000
III, Inc./2/ Non-Disclosure
FV Holdings Delaware Class A - Non-Attributable; $136,000
IV, Inc./2/ Non-Disclosure
FV Holdings Delaware Class A - Non-Attributable; $136,000
V, Inc./2/ Non-Disclosure
FV Holdings Delaware Class A - Non-Attributable; $136,000
VI, Inc./2/ Non-Disclosure
FV Holdings Delaware Class A - Non-Attributable; $272,000
VII, Inc./2/ Non-Disclosure
FV Holdings Delaware Class A - Non-Attributable; $272,000
VIII, Inc./2/ Non-Disclosure
FV Holdings Delaware Class A - Non-Attributable; $ 68,000
IX, Inc./2/ Non-Disclosure
FV Holdings Delaware Class A - Non-Attributable; $ 68,000
X, Inc./2/ Non-Disclosure
FV Holdings Delaware Class A - Non-Attributable; $102,000
XI, Inc./2/ Non-Disclosure
FV Holdings Delaware Class A - Non-Attributable; $ 68,000
XII, Inc./2/ Non-Disclosure
FV Holdings Delaware Class A - Non-Attributable; $102,000
XIII, Inc./2/ Non-Disclosure
FV Holdings Delaware Class A - Non-Attributable; $ 68,000
XIV, Inc./2/ Non-Disclosure
------------------
/2/ c/o X.X. Xxxxxx Delaware, 000 X. Xxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, Attn: H. Xxxxxxxxx Xxxxxxx.
A-5
NAME AND ADDRESS
OF PARTNER CLASS OF INTEREST CAPITAL COMMITMENT
---------------- ----------------- ------------------
FV Holdings Delaware Class A - Non-Attributable; $68,000
XV, Inc./2/ Non-Disclosure
FV Holdings Delaware Class A - Non-Attributable; $68,000
XVI, Inc./2/ Non-Disclosure
FV Holdings Delaware Class A - Non-Attributable; $68,000
XVII, Inc./2/ Non-Disclosure
Olympus Executive Class A - Attributable $47,600
Fund, L.P.
c/o Olympus Partners
Metro Center,
Xxx Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
Xxxxxx Xxxxx Class A - Non-Attributable $34,000
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxxxx Xxxxx Class A - Non-Attributable $34,000
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxxx Xxxxxxxx Class A - Non-Attributable $34,000
000 Xxxx 00xx Xxxxxx
Xxxxxxxxx #00-X
Xxx Xxxx, XX 00000
A-6
