EXHIBIT 3.1
SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ENSTAR INCOME PROGRAM II-2, L.P.
This SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF ENSTAR INCOME PROGRAM II-2, L.P. ("Amendment") is executed as of
April 10, 2002.
WITNESSETH:
WHEREAS, Enstar Communications Corporation, as the General Partner, is party to
the Second Amended and Restated Agreement of Limited Partnership of Enstar
Income Program II-1, L.P. ("Agreement") dated as of August 1, 1988;
WHEREAS, the general partner wishes to amend Section 9.9 of the Agreement,
WHEREAS, the limited partners have voted to approve the amendment of Section 9.9
of the Agreement,
NOW THEREFORE, Section 9.9 of the Agreement shall be amended by deleting the
current language in the Agreement and replacing it as follows:
"Contracts with the Partnership. The terms of any contract between the
Partnership and the General Partners or their affiliates must be in
writing and must be no less favorable to the Partnership than those of
comparable contracts entered into by non-affiliated persons or
companies dealing at arm's length. An affiliate of the Corporate
General Partner may purchase from the Partnership any of the
Partnership's assets, including without limitation Systems and
Franchises."
FURTHER, in consideration of the terms and provisions set forth herein, and
other good and valuable consideration the undersigned does hereby certify that
all other terms of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed on
the date first written above.
Managing General Partner:
Enstar Communications Corporation
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, Vice President
