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Exhibit 10.9
AMENDMENT NO. 2
TO PARTNERSHIP AGREEMENT
This
Amendment ("Amendment") is made as of the 16th day of May, 2000 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, and amended
as of December 11, 1998 (as amended, "Partnership Agreement"),
establishing Texas Cable Partners, L.P., a Delaware limited
partnership (the "Partnership"). The parties hereto wish to amend
further 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.
Section 6.4(a) of the Partnership Agreement is hereby amended
to read in its entirety as follows:
(a) The
Partners hereby agree that (i)(A) ServiceCo will be the exclusive
provider of the Internet Services over the cable plant and
equipment of the Systems, and (B) the Partnership will not,
and will not permit any Person (including the General Manager)
other than ServiceCo to, provide or distribute Internet Services
using the cable plant and equipment of the Systems, in each case
without the prior written consent of TWE-A/N , and (ii) the
terms and provisions relating to the Partnership’s
obligations with respect to the distribution of the
ServiceCo’s Internet Services over the Systems will be set
forth in an affiliation agreement to be entered into by the
Partnership and ServiceCo (or TWE-A/N). If requested by either TCI
or TWE-A/N, each of TWE-A/N and TCI shall use its good faith and
commercially reasonable efforts to cause the Partnership to enter
into 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 Systems as
contemplated by this Section 6.4(a). The Road Runner Agreement
will be on terms and conditions reasonably acceptable to each of
the TWE-A/N and TCI. Until such time as the Partnership enters into
the Road Runner Agreement (or an Interim Agreeme
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