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EXHIBIT 10.24
FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.
WHEREAS, Section 17.1 of the Second Amended and Restated Agreement of
Limited Partnership of Enstar Income/Growth Program Five-A, L.P. (the
"Partnership Agreement") provides that it may be amended upon the determination
of the General Partners without the consent or approval of the Limited Partners
of such an amendment if, among other things, such amendment is to correct a
scrivener's error in the agreement and any certificates filed in connection
therewith; and
WHEREAS, Section 2.5(a)(7) of the Partnership Agreement provides that
the General Partners, or either of them, may act with the power of attorney on
behalf of the Limited Partners to execute any and all amendments amending the
Partnership Agreement to effect such a change; and
WHEREAS, the Thirteenth Amendment to the Amended and Restated Agreement
of Certificate of Limited Partnership dated January 29, 1988, amended Section
5.3.2 of the Amended and Restated Agreement of Limited Partnership of Enstar
Income/Growth Program Five-A, L.P. to include the following sentences:
"For purposes of this Section, 'permanent financing' shall mean
indebtedness encumbering Systems or Franchises, the principal amount of
which is scheduled to be paid over a period of not less than
forty-eight months, and not more than 50% of the principal amount of
which is scheduled to be paid during the first twenty-four months.
Nothing in this definition shall be construed as prohibiting a
bona-fide prepayment provision in any financing agreement."
and
WHEREAS, such amendment was required to be entered into by the
Partnership pursuant to an undertaking by the Partnership with the Securities
Division of the State of Massachusetts upon registration of the Partnership in
the Commonwealth of Massachusetts; and
WHEREAS, when the Partnership Agreement was amended and restated as of
August 1, 1988 to conform to the provisions of the Georgia Revised Limited
Partnership Act, the additional sentences contained in such amendment were
inadvertently not included in such restatement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 5.3.2 of the Partnership Agreement is amended to include the
following additional sentences:
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"For purposes of this Section, 'permanent financing' shall mean
indebtedness encumbering Systems or Franchises, the principal amount of
which is scheduled to be paid over a period of not less than
forty-eight months, and not more than 50% of the principal amount of
which is scheduled to be paid during the first twenty-four months.
Nothing in this definition shall be construed as prohibiting a
bona-fide prepayment provision in any financing agreement."
IN WITNESS WHEREOF, the undersigned have executed this First Amendment
to the Second Amended and Restated Agreement of Limited Partnership as of the
____ day of August, 1997.
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, as Chief
Financial Officer of Enstar
Communications Corporation in its
capacity as the Corporate General
Partner and in its capacity as
Attorney-in-Fact for the Limited
Partners
/s/ Xxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx, Xx.
