EXHIBIT 3.5
Amendment No. 2
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. 2 to the First Amended and Restated Agreement of
Limited Partnership of FrontierVision Partners, L.P., dated as of August 11,
1995, as amended by Amendment No. 1 dated as of October 31, 1995 (the
"Agreement"), is dated as of the date set forth below:
Section 2.5 of the Agreement is hereby amended to read in its entirety
as follows:
"2.5 Term. The term of the Partnership commenced on April
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17, 1995, and shall continue in full force and effect until December
31, 2005, which period (i) may be extended by the General Partner to a
date not later than June 30, 2007 if the General Partner determines
that such extension is in the best interest of the Partnership and the
Advisory Committee approves such extension and (ii) shall be extended
by the General Partner to whatever date (but not later than June 30,
2007) the Advisory Committee requests, in each case not later than
thirty (30) days prior to the last day of the term, as then extended,
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.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2
in multiple counterparts as of the _____ day of March, 1996.
GENERAL PARTNER.
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FVP GP, L.P.
By: FrontierVision Inc.,
its general partner
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx,
President
LIMITED PARTNERS.
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All Limited Partners (other than those whose
signatures appear on the signature pages hereof)
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
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Xxxxx X. Xxxxxx,
President
