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EXHIBIT 10.12(a)
FIRST AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
CHARTER COMMUNICATIONS, L.P.
This First Amendment ("First Amendment") to that certain
Amended and Restated Agreement of Limited Partnership of Charter
Communications, L.P., a Delaware limited partnership (the "Partnership"), dated
as of March 28, 1996 (the "Partnership Agreement") by and between CCP One,
Inc., a Delaware corporation ("CCP I"), and Charter Communications Southeast,
L.P., a Delaware limited partnership ("Charter Southeast"), is made as of the
28th day of February, 1997, by and between CCP I and Charter Southeast.
RECITALS
WHEREAS, pursuant to that certain Contribution Agreement (the
"Contribution Agreement"), dated as of February 28, 1997, by and among Charter
Communications, Inc., CharterComm II, Inc., CharterComm II, L.L.C., CharterComm
Holdings, L.P., Charter Communications Southeast Holdings, L.P., Charter
Southeast, Charter Communications II, L.P. and the Partnership, Charter
Southeast contributed $5,000,000 to the Partnership; and
WHEREAS, the parties hereto desire to amend the Partnership
Agreement to provide for the foregoing transaction.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto, intending legally to be bound, do hereby agree
as follows:
1. Amendment of Partnership Agreement.
A. Schedule A to the Partnership Agreement is hereby deleted and
replaced in its entirety with Schedule A 1 attached hereto. For such purpose,
the parties hereto waive compliance with Section 4.03(D) of the Partnership
Agreement.
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B. Section 4.01(C) of the Partnership Agreement is hereby deleted
in its entirety.
2. General.
A. Ratification. Except as amended by this First Amendment, all
the terms and provisions of the Partnership Agreement are hereby ratified and
reaffirmed in all respects.
B. Successors. This First Amendment shall be binding on the
parties hereto and their successors and assigns.
C. Counterparts. This First Amendment may be executed in two or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument."
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IN WITNESS WHEREOF, this Agreement has been executed as
of the day and year first above written.
GENERAL PARTNER:
CCP ONE, INC.
By:
--------------------------------
Name:
Title:
LIMITED PARTNER:
Charter Communications
Southeast, L.P.
By: Charter Communications Southeast
Properties, Inc.,
its General Partner
By:
--------------------------------
Name:
Title:
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Schedule A-1
LIMITED PARTNERS' CAPITAL CONTRIBUTIONS
AND PARTNERSHIP UNITS
Capital Contributions
Initial Number of 2/28/97 Number of LP Total Number
Capital LP Units Capital Units Acquired of LP Units
Name of Limited Partner Contributions Acquired Contribution on 2/29/97 Acquired
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Charter Southeast $53,666,293 536.66293 $5,000,000 50.00000 586.66293
Address:
c/o Charter Communications, Inc.
00000 Xxxxxxxxxxx Xxxxx Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
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