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Exhibit 10.8
[EXECUTION COPY]
AMENDMENT NO. 1
TO PARTNERSHIP AGREEMENT
This
Amendment ("Amendment") is made as of this 11th day of December,
1998, by and among Time Warner Entertainment-Advance/Newhouse
Partnership, a New York general partnership ("TWE-A/N"), TWE-A/N
Texas Cable Partners General Partner LLC, a Delaware limited
liability company ("TWE-A/N GP"), and TCI Texas Cable Holdings LLC,
a Colorado limited liability company ("TCI"), and TCI Texas Cable,
Inc., a Colorado corporation ("TCI GP").
TWE-A/N,
TWE-A/N GP, TCI and TCI GP are parties to that certain Limited
Partnership Agreement, dated as of June 23, 1998 (the
"Partnership Agreement"), establishing Texas Cable Partners, L.P.,
a Delaware limited partnership (the "Partnership"). The parties
hereto wish to amend the Partnership Agreement as provided herein.
Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Partnership Agreement.
In
consideration of the covenants and agreements set forth herein and
for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereby agree as
follows:
1.
The definition of "Senior Credit Agreement" as it appears in
Section 1.1 of the Partnership Agreement is hereby amended by
adding at the end of such definition the following::
"(except that the Partners may pledge their
respective Partnership Interest in order to secure the obligations
of the Partnership thereunder)".
2.
Section 3.1 of the Partnership Agreement is hereby amended by
adding immediately after the first sentence therein the
following:
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"Upon delivery of the Final Reports (as defined in the
Contribution Agreement), the resolution of any items or amounts
therein in accordance with the Contribution Agreement and the
contribution of cash by TWE-A/N or TCI required by
Section 3.3.3 of the Contribution Agreement, and the
Percentage Interests of each Partner automatically will be revised
effective as of the Closing Date to reflect the proportion that
such Partner’s capital contribution bears to the total
capital contributed to the Partnership by the Partners (such
calculations to be made on the basis of the Final Reports), it
being understood that the aggregate Percentage Interest of TWE-A/N
and TWE-A/N GP, on the one hand, and TCI and TCI GP, on the other
hand, each shall equal 50%."
3.
Section 3.2(b) of the Partnership Agreement is hereby amended
by (a) deleting the number "(i)" therefrom and
(b) deleting in its entirety the portion of such Section
appearing immediately after the words "Section 3.3.3 of the
Contribution Agreement" and immediately prior to the period
thereof.
4.
The first sentence of Section 3.7 of the Partnership Agreement
is hereby deleted in its entirety and replaced with the
following:
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"In order to satisfy in full the TWE-A/N
Indebtedness and TCI Indebtedness (as defined in the Contribution
Agreement) pursuant to the terms of the Contribution Agreement, and
to finance the working capital and other general needs of the
Partnership, the Partnership and the Partners will enter into at or
prior to the Closing the Senior Credit Agreement. Immediately prior
to the Closing, each Partner shall borrow the amounts set forth in
Section 7.18.1 of the Contribution Agreement. Simultaneously
with the Closing, the Partnership will assume, and each Partner
will be released from, all of the Partners’ obligations under
the Senior Credit Agreement, and the Senior Credit Agreement will
thereafter be non-recourse to the Partners (except to the extent of
the pledge of Interests contemplated by the Senior Credit
Agreement).
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5.
Section 3.7 of the Partnership Agreement is hereby further
amended by deleting the last sentence thereof.
6.
Section 4.4(a) of the Partnership Agreement is hereby amended
by adding the following sentence at the end of such Section:
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"The Partnership will reimburse each member of
the Management Committee for all travel and related out-of-pocket
costs and expenses
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incurred by such member in attending meetings of
the Management Committee."
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7.
Clause (ii) of the second sentence of Section 6.4(a) of
the Partnership Agreement is hereby amended by inserting after the
words "affiliation agreement to be entered into by the Partnership"
the words "(or TWE-A/N)".
8.
Section 6.4(a) of the Partnership Agreement is hereby amended
by adding at the end of such section the following:
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"Each of TWE-A/N and TCI shall use its good faith
and commercially reasonable efforts (a) to cause the Partnership to
enter into (i) a written agreement (the "@Home Agreement")
pursuant to which the Partnership will obtain directly from @Home
the right to provide @Home’s Exclusive Internet Services over
the TCI Systems as contemplated by this Section 6.4(a) and
(ii) if requested by either TCI or TWE-A/N, a written
agreement (the "Road Runner Agreement") pursuant to which the
Partnership will obtain directly from ServiceCo the right to
provide the Internet Services of ServiceCo over the TWE-A/N Systems
as contemplated by this Section 6.4(a); and (b) to
negotiate and enter into at or prior to execution of the @Home
Agreement and, if then requested, the Road Runner Agreement, a
written agreement (the "Internet Services Ancillary Agreement")
among the Parties setting forth the manner in which TWE-A/N or TCI
will be compensated by the Partnership for the economic
differential between the overall economic benefits to the
Partnership provided by the Road Runner Agreement (or, if
applicable, the TWE-A/N affiliation agreement with ServiceCo) with
respect to Exclusive Internet Services (as such term is applied to
ServiceCo and TWE-A/N ) as compared to the overall economic
benefits to the Partnership provided by the @Home Agreement with
respect to Exclusive Internet Services (as such term is applied to
@Home and TCI). Such economic differential shall be calculated only
for the period commencing upon the execution date of the
Internet
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