AMENDMENT NO. 4 TO THE LIMITED PARTNERSHIP AGREEMENT OF TEXAS CABLE PARTNERS, L.P

Exhibit 10.11
EXECUTION COPY

AMENDMENT NO. 4 TO THE
LIMITED PARTNERSHIP AGREEMENT OF
TEXAS CABLE PARTNERS, L.P.

     AMENDMENT No. 4 (this " Amendment ") TO THE LIMITED PARTNERSHIP AGREEMENT OF TEXAS CABLE PARTNERS, L.P., dated as of May 1, 2004, 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 "), TCI Texas Cable Holdings LLC, a Colorado limited liability company (" TCI "), TCI Texas Cable, Inc., a Colorado corporation (" TCI GP "), Time Warner Entertainment Company, L.P., a Delaware limited partnership (" TWE "), Comcast TCP Holdings, LLC, a Delaware limited liability company (" LCM LLC ") as successor in interest to TCI of Missouri, Inc. (formerly known as Liberty Cable of Missouri, Inc.), a Missouri corporation (" LCM "), and TCI of Overland Park, Inc., a Kansas corporation (" Overland Park ").

     WHEREAS, Texas Cable Partners, L.P., a Delaware limited partnership (the " Partnership "), was formed by TWE-A/N, TWE-A/N GP, TCI and TCI GP pursuant to a Limited Partnership Agreement, dated as of June 23, 1998 (the " Original TCP Agreement ");

     WHEREAS, the Original TCP Agreement was amended by Amendment No. 1 thereto, dated as of December 11, 1998, Amendment No. 2 thereto, dated as of May 16, 2000 and Amendment No. 3 thereto, dated as of August 23, 2000 (as amended, the " Partnership Agreement ");

     WHEREAS, prior to the date hereof, TWE, LCM LLC and Overland Park were general partners of Kansas City Cable Partners, a Colorado general partnership (" KCCP "), pursuant to an Amended and Restated General Partnership Agreement of KCCP, dated as of August 31, 1998, as amended by Amendment No. 1 thereto, dated as of December 8, 2003;

     WHEREAS, pursuant to the Delaware Revised Uniform Limited Partnership Act (Del. Code. Ann. Tit. 6 § 17-101 et . seq .), the Colorado Uniform Partnership Act (Colo. Rev. Stat. Ann. § 7-64-101 et . seq .), and that certain Agreement of Merger and Transaction Agreement, dated as of December 1, 2003, amended by Amendment No. 1, dated as of December 19, 2003 (as amended, the " Transaction Agreement "), among the Partnership, KCCP, TWE-A/N, TWE-A/N GP, TWE, TCI, TCI GP, LCM, LCM LLC, Overland Park, Comcast Corporation, a Pennsylvania corporation (solely for purposes of being bound by Sections 3 and 6(p) thereof), and Time Warner Cable Inc., a Delaware corporation (solely for purposes of being bound by Sections 3 and 6(p) thereof), on the date hereof KCCP merged with and into the Partnership (the " Merger "), with the Partnership as the surviving limited partnership;

     WHEREAS, pursuant to the Merger, each general partner interest of KCCP was converted into a limited partner interest of the Partnership having the same

designations, preferences, rights, powers and duties as a limited partner interest of the Partnership immediately prior to the effective time of the Merger; and

          WHEREAS, the parties hereto wish to amend the Partnership Agreement to reflect, among other things, the Merger.

          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 to amend the Partnership Agreement as follows:

      A.  AMENDMENTS TO ARTICLE I (DEFINITIONS)

          1. Recitals and Section 1.1 . The recitals and Section 1.1 (Definitions) of the Partnership Agreement are hereby amended by deleting the following definitions in their entirety: "Affiliate"; "Cable Affiliates"; "Closing Date"; "Contribution Agreement"; "Gross Asset Value"; "Internet Backbone"; "Internet Services"; "Limited Partner"; "Management Agreement"; "Partnership ADI/DMA"; "Related Partners"; "ServiceCo"; "Sprint Agreement"; "TWC"; "TWE"; "TWE-A/N Systems"; and "Ultimate Parent".

          2. Section 1.1 . Section 1.1 (Definitions) of the Partnership Agreement is hereby further amended by inserting the following definitions (alphabetically):

Affiliate : With respect to any Person, any other Person Controlling, Controlled by or under common Control with such Person; provided , that for purposes of this definition of Affiliate as used in Section 8.4(x), any trust, formed for the benefit of a Person or any of its Affiliates shall be deemed to be controlled by any Person who, directly or indirectly, holds a majority of the beneficial interests of such trust (and any Person who controls such Person); provided , however , that, none of Comcast, Advance/Newhouse or any of their Parents or Subsidiaries shall be deemed to be an Affiliate of TWE-A/N. It is hereby understood and agreed that for purposes of any indemnity pursuant to Section 8.4 hereto, the definition of Affiliate shall include the Asset Pool intended to be distributed to a set of Related Partners.

Assets : Assets, properties and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person, including the following:

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                    (a) all accounting and other books, records and files whether in paper, microfilm, microfiche, computer tape or disc, magnetic tape or any other form;

                    (b) all apparatus, computers and other electronic data processing equipment, fixtures, machinery, equipment, furniture, office equipment, automobiles, trucks, aircraft, rolling stock, vessels, motor vehicles and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

                    (c) all inventories of materials, parts, raw materials, supplies, work-in-process and finished goods and products;

                    (d) all interests in real property of whatever nature, including easements and rights of way, whether as owner, mortgagee or holder of a security interest in real property, lessor, sublessor, lessee, sublessee or otherwise, and copies of all related documentation;

                    (e) all interests in any capital stock or other equity interests of any Subsidiary or any other Person, all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person, all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person and all other investments in securities of any Person;

                    (f) all license agreements, leases of personal property, open purchase orders for raw materials, supplies, parts or services, unfilled orders for the manufacture and sale of products and other contracts, agreements or commitments;

                    (g) all deposits, letters of credit and performance and surety bonds;

                    (h) all written technical information, data, specifications, research and development information, engineering drawings, operating and maintenance manuals, and materials and analyses prepared by consultants and other third parties;

                    (i) all domestic and foreign patents, copyrights, trade names, trademarks, service marks and registrations and applications for any of the foregoing, mask works, trade secrets, inventions, other proprietary information and

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licenses from third Persons granting the right to use any of the foregoing;

                    (j) all computer applications, programs and other software, including operating software, network software, firmware, middleware, design software, design tools, systems documentation and instructions;

                    (k) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, records pertaining to customers and customer accounts, customer and vendor data, correspondence and lists, product literature, artwork, design, development and manufacturing files, vendor and customer drawings, formulations and specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

                    (l) all prepaid expenses, trade accounts and other accounts and notes receivable;

                    (m) all rights under contracts or agreements, all claims or rights against any Person arising from the ownership of any Asset, all rights in connection with any bids or offers and all claims, choses in action or similar rights, whether accrued or contingent;

                    (n) all insurance proceeds and rights under insurance policies and all rights in the nature of insurance, indemnification or contribution;

                    (o) all licenses, permits, approvals and authorizations issued by any supranational, national, state, municipal or local government, political subdivision or other governmental department, court, commission, board, bureau, agency, instrumentality, or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, whether domestic or foreign;

                    (p) all cash or cash equivalents, bank accounts, lock boxes and other deposit arrangements;

                    (q) copies of all documentation related to insurance policies; and

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                    (r) interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements.

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Designated Market Area

Kansas City, MO

Kansas City, KS

Topeka, KS

Joplin-Pittsburg, KS

Corpus Christi, TX

Laredo, TX

El Paso, TX

Beaumont-Port Arthur, TX

Harlingen-Weslaco-Brownsville-McAllen, TX

San Antonio, TX

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Designated Market Area

Corpus Christi, TX

Laredo, TX

El Paso, TX

Beaumont-Port Arthur, TX

Harlingen-Weslaco-Brownsville-McAllen, TX

San Antonio, TX

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               3. Section 1.1. Section 1.1 (Definitions) is hereby further amended by deleting the phrase "(except for any determination made pursuant to Section 7.4(a) or 8.4(c))" in the definition of "Fair Market Value".

               4. Section 1.2 . Section 1.2 (Cross References) of the Partnership Agreement is hereby amended by (a) deleting the following terms from the cross-reference table: "Asset Pool"; "Buy-Sell Notice"; "Buy-Sell Price"; "Buy-Sell Procedure"; "Buy-Sell Transaction"; "Contribution Agreement"; "CPST Subscribers"; "Dissolution Notice"; "Dividing Partners"; "FCC"; "Initiating Partners"; "Non-Initiating Partners"; "Purchasing Partners"; "Selecting Partners"; "Selection Notice"; "Social Contract"; "Stated Value"; and "Transferring Partners" and (b) adding the following terms to the cross-reference table (alphabetically):

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      B.  AMENDMENTS TO ARTICLE II (ORGANIZATION)

          1. Section 2.1 . Section 2.1 (Formation) of the Partnership Agreement is hereby amended by deleting the first sentence in its entirety and replacing it with the following:

"The Partnership was formed on May 21, 1998, as a limited partnership under and pursuant to the provisions of the Act."

          2. Section 2.2 . Section 2.2 (Name) of the Partnership Agreement is hereby amended by replacing "Texas Cable Partners, L.P." with "Texas and Kansas City Cable Partners, L.P."

          3. Section 2.3(a) . Clause (a) of Section 2.3 (Purpose) of the Partnership Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

"(a) to acquire, develop, own, finance, invest in, maintain, operate, expand, sell, exchange or otherwise dispose of cable television systems serving areas located primarily in (i) the Houston DMA and (ii) the Kansas & SW DMA (collectively, the " Systems ");"

4. Section 2.3(c) . Clause (c) of Section 2.3 (Purpose) of the Partnership Agreement is hereby amended by deleting any references therein to "Section 6.5".

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      C.  AMENDMENTS TO ARTICLE III (COMPANY CAPITAL)

          1. Section 3.1 . Section 3.1 (Percentage Interests) of the Partnership Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

"3.1 Percentage Interests . As of the Effective Time, after giving effect to the Merger, the respective Percentage Interests and the respective Capital Accounts (as defined in Section 3.3 hereof) of the Partners (or their transferees) in the Partnership are as set forth below:

A Partner’s Interest shall for all purposes be personal property. Except as expressly provided herein, no Partner shall have any interest in specific Partnership property."

          2. Section 3.2 . Section 3.2 (Capital Contributions) of the Partnership Agreement is hereby amended by adding the following at the end of such section:

"(f) The Partners hereby acknowledge and agree that any capital contributions made by TWE, LCM LLC or Overland Park to KCCP prior to the Effective Time shall be treated as capital contributions to the Partnership."

          3. Section 3.3 . Section 3.3 (Capital Accounts) of the Partnership Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

"(a) A separate capital account (a " Capital Account ") shall be maintained for each Partner. Each Partner’s Capital Account shall be credited with (i) the amount of such Partner’s capital contribution made in cash, (ii) the Fair Market Value (net of liabilities assumed or taken subject to) of all property contributed by such Partner and (iii) such Partner’s allocated share of Net Profit of the Partnership.

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Each Partner’s Capital Account shall be reduced by the amount of any cash distributions to such Partner and the Fair Market Value (net of liabilities assumed or taken subject to) of all property distributed in kind to such Partner and such Partner’s allocated share of Net Loss of the Partnership.

(b) In the event of a Transfer of any Interest in the Partnership, the transferee shall succeed to that portion of the transferor’s Capital Account that relates to such transferred Interest."

          4. Section 3.7 . Section 3.7 (Partnership Debt) of the Partnership Agreement is hereby amended by deleting the first three sentences thereof (which had been previously added pursuant to Amendment No. 1 to the Partnership Agreement). Section 3.7 (Partnership Debt) of the Partnership Agreement is hereby further amended by adding the following at the end thereof: "The foregoing provisions of this Section 3.7 shall apply mutatis mutandis to any credit agreement of any Subsidiary of the Partnership, including the KCCP Trust. The Partners hereby agree to cause the Partnership and its Subsidiaries, including the KCCP Trust, to have no less than $1,500,000,000 of aggregate Debt at all times prior to the Selection Date."

      D.  AMENDMENTS TO ARTICLE IV (PARTNERS; MANAGEMENT OF THE PARTNERSHIP)

          1. Section 4.5 . The first sentence of Section 4.5 (Actions Requiring Approval of the Management Committee) of the Partnership Agreement is hereby amended by inserting "or any of the Partnership’s Subsidiaries, including without limitation the KCCP Trust," after the phrase "the General Partners shall not permit the Partnership". Section 4.5 (Actions Requiring Approval of the Management Committee) of the Partnership Agreement is hereby further amended such that all limitations imposed therein on the Partnership shall be deemed to apply to the Partnership together with its Subsidiaries, including without limitation, the KCCP Trust.

          2. Section 4.5(b). Clause (b) of Section 4.5 (Actions Requiring Approval of the Management Committee) of the Partnership Agreement is hereby amended by adding the following at the beginning of such section:

"(1) enter into any transaction involving the sale, exchange, transfer or other disposition of any of the Overland Park Assets which, when added to all other sales, exchanges, transfers or other dispositions of Overland Park Assets, would cause the aggregate Gross Asset Value of all Overland Park Assets sold, exchanged, transferred or otherwise disposed of since August 31, 1998 to exceed $250,000, other than sales, exchanges, transfers or other dispositions pursuant to Articles VII and VIII; or (2)"

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          3. Section 4.5(f) . Clause (f) of Section 4.5 (Actions Requiring Approval of the Management Committee) of the Partnership Agreement is hereby amended by adding the following at the end thereof: "or, for each fiscal year after 2003, modify or materially deviate from the then-effective Annual Budget for each Asset Pool (it being understood that for each such fiscal year, the making of capital expenditures and operating expenditures not exceeding 110% and 105%, respectively, of the amount budgeted therefor in the then-effective Annual Budget for such Asset Pool shall not be considered a material deviation from such Annual Budget for such Asset Pool for purposes of this Section 4.5(f));".

          4. Section 4.5(o) . Clause (o) of Section 4.5 (Actions Requiring Approval of the Management Committee) of the Partnership Agreement is hereby amended by deleting any references therein to "Section 7.2(d)".

          5. Section 4.5(q) . Clause (q) of Section 4.5 (Actions Requiring Approval of the Management Committee) of the Partnership Agreement is hereby amended and restated in its entirety to read as follows: "(q) enter into any amendment to the Management Agreement or the KCCP Management Agreement;".

          6. Section 4.5(r) . A new clause (r) is hereby added to Section 4.5 (Actions Requiring Approval of the Management Committee) of the Partnership Agreement as follows:

"(r) amend the organizational documents of any Subsidiary of the Partnership, including the trust agreement governing the KCCP Trust;"

          7. Section 4.5(s) . A new clause (s) is hereby added to Section 4.5 (Actions Requiring Approval of the Management Committee) of the Partnership Agreement as follows:

"(s) issue or authorize the issuance of any securities of any Subsidiary of the Partnership (including the KCCP Trust), other than to the Partnership or any wholly-owned Subsidiary of the Partnership; and"

          8. Section 4.5(t) . A new clause (t) is hereby added to Section 4.5 (Actions Requiring Approval of the Management Committee) of the Partnership Agreement as follows:

"(t) acquire any material Shared Asset that will not be practicably divisible on the first Distribution Date;"

          9. Section 4.5 . Section 4.5 (Actions Requiring Approval of the Management Committee) of the Partnership Agreement is hereby amended by adding the following at the end of such section:

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" provided that, after the HSR Date for the Asset Pool intended to be distributed to the Comcast Partners, the Partnership may take any of the foregoing actions, other than those described in Section 4.5(b) or Section 4.5(t), to the extent solely relating to the Asset Pool intended to be distributed to the Comcast Partners if TCI GP consents to such action; provided further , that, after the HSR Date for the Asset Pool intended to be distributed to the TWI Partners, the General Manager (so long as it remains an Affiliate of TWI) may cause the Partnership to take any of the foregoing actions, other than those described in Section 4.5(b) or Section 4.5(t), to the extent solely relating to the Asset Pool intended to be distributed to the TWI Partners without the consent of any General Partner."

          10. Section 4.6 . Section 4.6 (General Manager) of the Partnership Agreement is hereby amended as follows:

     (a) The proviso to the second sentence is amended by deleting it in its entirety and replacing it with the following:

     " provided that the General Manager shall act in full accordance with the terms of the Management Agreement, the decisions of the Management Committee pursuant to Section 4.5 and the General Partners pursuant to Section 4.10 and shall have no authority to take any action requiring approval of the Management Committee or the General Partners without first obtaining such approval."

     (b) The third sentence is amended by deleting the words "(subject to Section 6.4(a))".

     (c) The following is added to the end of Section 4.6:

     "Except where the context otherwise indicates, all references in this Agreement to the "General Manager" shall be deemed to include, to the extent applicable, the general manager of the KCCP Trust."

          11. Section 4.9 . Section 4.9 (Annual Budget) of the Partnership Agreement is hereby amended as follows:

     (a) The first sentence is amended by deleting it in its entirety and replacing it with the following:

"The Partnership has an annual budget for the operations of the Partnership and its Subsidiaries for 2004 (the " Initial

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Budget ") which has been approved by the Partners pursuant to the Transaction Agreement. The Initial Budget includes, and each Annual Budget (as defined below) shall include, a separate budget (including details of revenues, expenses, capital expenditures, etc. on a monthly basis) for each of the Houston Business, the Kansas Business and the Southwest Business (such separate budgets shall, with respect to an Asset Pool, be treated as the Annual Budget therefor). Notwithstanding the foregoing, the budgets for each of the Houston Business, the Kansas Business and the Southwest Business shall be considered, for purposes of approval required under this Section 4.9, as a single combined Annual Budget and shall be submitted as such to the Management Committee for approval in its entirety."

     (b) The second sentence is amended by deleting the reference therein to "1999" and replacing it with "2004".

          12. Section 4.10 . A new Section 4.10 is hereby added to the Partnership Agreement as follows:

"4.10 Actions Requiring Approval of the General Partners . From the date of the Dissolution Notice until the Distribution Date for an Asset Pool, the Partnership shall, and shall cause its Subsidiaries to, (i) operate each Asset Pool in the ordinary course consistent with past practice (including completing line extensions, placing conduit or cable in new developments, fulfilling installation requests and continuing work on existing construction projects and including subscriber acquisition and retention) and not modify or materially deviate from the Annual Budget then in effect for such Asset Pool; (ii) use commercially reasonable efforts to preserve intact each Asset Pool’s business organizations and relationships with third parties and to keep available the services of the employees presently employed in the operation of such Asset Pool’s Systems; (iii) continue normal marketing, advertising and promotional expenditures with respect to each Asset Pool’s Systems; and (iv) make capital expenditures and operating expenditures consistent with the Annual Budget for each Asset Pool; provided , however , that with respect to each Asset Pool, for each fiscal year, the making of capital expenditures and operating expenditures exceeding 110% or 105%, respectively, of the amount budgeted therefor in the then-effective Annual Budget for such Asset Pool shall be considered a material deviation from, or inconsistent with, such Annual Budget for such Asset Pool for purposes of clauses (i) and (iv) of this

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sentence; provided further, that from and after the Selection Date (A) the Partnership shall be permitted not to comply with the provisions of this sentence to the extent solely relating to the Asset Pool intended to be distributed to the Comcast Partners if TCI GP consents to such action; and (B) the General Manager (so long as it remains an Affiliate of TWI) may cause the Partnership not to comply with this sentence to the extent solely related to the Asset Pool intended to be distributed to the TWI Partners without the consent of any other Person. Without limiting the generality of the foregoing, (x) from the date of the Dissolution Notice until the Selection Date, the Partnership and the General Manager will not, and will cause the Subsidiaries of the Partnership not to, without the consent of each General Partner (which consent shall not be unreasonably withheld or delayed) and (y) from the Selection Date until the first Distribution Date, the Partnership and the General Manager will not, and will cause the Subsidiaries of the Partnership not to, without the consent of each General Partner, in each case except to the extent such action is contemplated by the Annual Budget then in effect (with specificity reasonably sufficient to have put the Partners on notice of such action at the time of approval of an Annual Budget):

(a) modify, terminate, renew, suspend or abrogate any franchises and similar authorizations or similar permits issued by any Person related to the Systems or material cable television relay service, business radio and other licenses, authorizations, consents or permits issued by the FCC or any other Person related to the Systems or agree to the imposition of any condition to the transfer of any of the foregoing;

(b) enter into any material amendment to any contract or commitment which meets the criteria set forth in Section 4.10(d) hereof;

(c) terminate any contract or commitment which meets the criteria set forth in Section 4.10(d) hereof, other than a termination of such contract or commitment at its stated expiration date;

(d) enter into or renew any contract or commitment of any kind relating to the Systems which would be binding on any System after the first Distribution Date and which (i) would involve an aggregate expenditure or receipt in excess of $1,000,000; (ii) would limit the freedom of any Partner or

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its Affiliates to compete in any line of business or with any Person or in any area; (iii) is not on arm’s-length terms; or (iv) is with a Partner or any of its Affiliates;

(e) engage in any marketing, subscriber installation or collection practices other than in the ordinary course of business;

(f) change the rate charged for any level of cable television service including, without limitation, any level of basic, tiered or pay cable television service, or re-tier its channels;

(g) add or delete any channels from any System, or change the channel lineup in any System or commit to do so in the future;

(h) grant or agree to grant to any employee of the Systems any increase in (i) wages or bonuses except in the ordinary course of business and consistent with past practices or (ii) any severance, profit sharing, retirement, deferred compensation, insurance or other compensation or benefits, except in the ordinary course of business and consistent with past practices;

(i) engage in any hiring practices that are inconsistent with past practices;

(j) sell, assign, transfer or otherwise dispose of any assets except in the ordinary course of business and except for the disposition of obsolete or worn-out equipment;

(k) mortgage, pledge or subject to any material lien that would survive the first Distribution Date any of the Assets or the Systems;

(l) make any cost-of-service or hardship election under the Rules and Regulations adopted under the Cable Television Consumer Protection and Competition Act of 1992;

(m) enter into any transaction involving the borrowing of funds or the incurrence of debt (including the issuance of debt securities) by the Partnership or any of its Subsidiaries;

(n) make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended return, enter into any closing

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agreement, settle any tax claim or assessment, surrender any right to claim a tax refund, offset or other reduction in tax liability with respect to an Asset Pool for any period (or portions thereof) commencing on or after the Allocation Date; provided , that this Section 4.10(n) shall not prevent the Partnership or the General Manager from taking any such action for periods (or portions thereof) ending prior to the Allocation Date in accordance with the Partnership Agreement and the Management Agreement as in effect immediately prior to the execution and delivery of this Agreement; provided further , that the Partnership or the General Manager shall not take any action described in the preceding proviso without (1) TCI GP’s consent, if such action would materially disproportionately adversely affect the tax treatment of the Comcast Partners or the tax attributes of the Asset Pool intended to be distributed to the Comcast Partners when compared to such action’s adverse effect on the tax treatment of the TWI Partners or the tax attributes of the Asset Pool intended to be distributed to the TWI Partners and (2) TWE-A/N GP’s consent, if such action would materially disproportionately adversely affect the tax treatment of the TWI Partners or the tax attributes of the Asset Pool intended to be distributed to the TWI Partners when compared to such action’s adverse effect on the tax treatment of the Comcast Partners or the tax attributes of the Asset Pool intended to be distributed to the Comcast Partners;

(o) enter into any agreement with an internet service provider that relates to or would otherwise bind any System (an " ISP Agreement "), or enter into any capacity use agreement that relates to or would otherwise bind any System, after the first Distribution Date and which would not be terminable without penalty as to Systems transferred to Persons not Affiliated with the TWI Partners after a reasonable transition period (not to exceed one hundred and twenty (120) days);

provided that, after the Selection Date, the Partnership may take any of the foregoing actions to the extent solely relating the Asset Pool intended to be distributed to the Comcast Partners if TCI GP consents to such action; provided further , that, after the Selection Date, the General Manager (so long as it remains an Affiliate of TWI) may cause the Partnership to take any of the foregoing actions to the extent solely related to the Asset Pool intended to be distributed to the TWI Partners without the consent of any General Partner.

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The Partners hereby agree that, notwithstanding anything to the contrary contained herein or in the Management Agreement, if the General Manager seeks the consent of TCI GP to take any of the actions set forth in clauses (a) through (o) of this Section 4.10 and TCI GP does not promptly consent to the taking of such action, then the Partnership and the General Manager and its Affiliates shall have no liability to the Comcast Partners for or with respect to any and all Damages arising from or related to the failure of the Partnership to take such action."

      E.  AMENDMENTS TO ARTICLE V (BOOKS AND RECORDS; REPORTS TO PARTNERS)

          1. Section 5.2 . Section 5.2 (Financial Statements) of the Partnership Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

     "5.2 Financial Statements . The Partnership shall cause the General Manager to deliver, or cause to be delivered, to each Partner the following information and financial statements:

     (a) Within thirty (30) days after the close of each of the first three quarterly accounting periods in each fiscal year (i) an unaudited consolidated statement of Partners’ equity, (ii) an unaudited consolidated income statement of the Partnership for such year to date period, (iii) an unaudited consolidated balance sheet of the Partnership as of the end of such quarterly period, and (iv) an unaudited consolidated statement of cash flows of the Partnership for such year to date period, all prepared in accordance with generally accepted accounting principles consistently applied by the Partnership, subject to year-end adjustments, and except for any inconsistencies explained in such statement and for the absence of footnotes. The financial statements to be delivered pursuant to this Section 5.2(a) shall include consolidating schedules showing separately each of the Houston Business and the Southwest Business, together with the amount and a description of the Assets and Liabilities accounted for at the Partnership’s topside cost centers (a " Topside Description ").

     (b) Within eighty (80) days after the close of each fiscal year (i) a consolidated statement of Partners’ equity of the Partnership for such fiscal year, (ii) a consolidated income statement of the Partnership for such fiscal year, (iii) a consolidated balance sheet of the Partnership as of the end of such fiscal year, and (iv) a consolidated statement of cash flows of the Partnership for such fiscal year, all prepared in accordance with Regulation S-X and generally accepted accounting principles consistently applied, except for any inconsistencies explained therein, and accompanied by a report thereon of the Partnership’s independent accountants. The financial

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statements to be delivered pursuant to this Section 5.2(b) shall include consolidating schedules showing the Houston Business and the Southwest Business, together with a Topside Description.

     (c) Notwithstanding anything herein to the contrary, the KCCP Trust shall not be considered consolidated with the Partnership for purposes of this Section 5.2, and all reports and information required to be delivered pursuant to this Section 5.2 with respect to the Partnership shall also be delivered with respect to the KCCP Trust.

     (d) For each of the Houston Business, the Kansas Business and the Southwest Business on a separate basis, within thirty days after the close of each calendar month: (i) an unaudited internally formatted income statement for such calendar month, complete with year-to-date comparisons to budget and the corresponding period of the prior year; (ii) an unaudited report of actual capital expenditures for the month and year-to-date, as compared to budgeted capital expenditures; (iii) a division report setting forth for such calendar month and with respect to the CATV systems included in each business the following information: (x) a reasonable estimate of the cumulative number of households having access to such Systems, (y) the number of subscribers to each of such Systems’ services, and (z) a reasonable estimate of the number of plant miles; and (iv) a profits and loss analysis of the Assets and Liabilities accounted for at the Partnership’s topside cost centers. The foregoing monthly information shall include, but not be limited to, the type of information contained in Exhibit D .

     (e) Such other information as any partner may reasonably request, including without limitation, information related to Asset Pool Employees and Specified Division Employees, and the Assets and Liabilities associated therewith.

     (f) Notwithstanding any provision of this Agreement to the contrary, any information to which a Partner Affiliated with Comcast is otherwise entitled under clause (e) of this Section 5.2 shall be subject to the following understandings:

     (i) requests to review the general ledger of the Partnership by any Comcast Partner shall be considered reasonable in connection with determinations necessary to appropriately allocate Debt or select an Asset Pool in connection with the Dissolution Procedure, to verify compliance with "closed system" accounting in Section 8.4(e) or the Working Capital Amount determination in Section 8.4, and for such other special projects as are from time to time reasonably needed (it being understood that any such review is not intended to grant the Comcast Partners an

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audit right that they are otherwise not entitled to in connection with the Working Capital Amount determination or under the Act);

     (ii) information unrelated to the Partnership or its Subsidiaries may be redacted by the General Manager (it being understood that information obtained or created in a Partner’s capacity as a Partner, including, without limitation, information prepared in contemplation of or in connection with any dispute with another Partner, shall not be considered information related to the Partnership);

     (iii) the General Manager may elect to exclude or redact information that contains competitively sensitive information, that is subject to confidentiality restrictions or that contains trade secrets or other sensitive information to the extent necessary to protect the legitimate business and confidentiality concerns of TWE and its Affiliates, in each case taking into account the need, if any, for such Partner to have such information in evaluating the appropriate allocation of Debt or selection of an Asset Pool in connection with the Dissolution Procedure, otherwise in connection with the Dissolution Procedure or for any other legitimate purpose relating to its Interest in the Partnership; and

     (iv) Notwithstanding any of the restrictions on providing requested information in this clause