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EXHIBIT 10.14(a)
FIRST AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
CHARTER COMMUNICATIONS II, L.P.
This First Amendment ("First Amendment") to that certain
Amended and Restated Agreement of Limited Partnership of Charter Communications
II, L.P., a Delaware limited partnership (the "Partnership"), dated as of March
28, 1996 (the "Partnership Agreement") by and between CCP II, Inc., a Delaware
corporation ("CCP II"), 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 II 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, the Partnership, and Charter Communications, L.P., Charter Southeast
contributed $25,000,000, certain cable television systems which serve areas in
and around Stockbridge, Georgia (the "▇▇▇▇ System") and certain promissory
notes in the aggregate principal amount of $3.08 million held by ▇▇▇▇
Cablevision, Inc. (the "▇▇▇▇ Notes") 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 II, Inc.
By:
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Name:
Title:
LIMITED PARTNER:
CHARTER COMMUNICATIONS SOUTHEAST, L.P.
By: Charter Communications Southeast
Properties, Inc.,
its General Partner
By:
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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 $97,669,252 976.69252 $28,670,000 286.70000 1263.39252
Address:
c/o Charter Communications, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
THIS PAGE MUST BE KEPT AS THE LAST PAGE OF THE DOCUMENT.
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