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Exhibit 10.12
AMENDMENT NO. 5 TO THE
LIMITED PARTNERSHIP AGREEMENT OF
TEXAS AND KANSAS CITY CABLE PARTNERS, L.P.
AMENDMENT
No. 5 (this " Amendment ") TO THE LIMITED PARTNERSHIP
AGREEMENT OF TEXAS AND KANSAS CITY CABLE PARTNERS, L.P. (the "
Partnership "), dated as of February 28, 2005, 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, LLC, a
Colorado limited liability company formerly known as TCI Texas
Cable, Inc. (" TCI GP "), Time Warner Entertainment Company,
L.P., a Delaware limited partnership (" TWE "), Comcast TCP
Holdings, LLC, a Delaware limited liability company (" LCM
LLC "), TCI of Overland Park, Inc., a Kansas corporation ("
Overland Park "), and Comcast TCP Holdings, Inc., a Delaware
corporation (" Comcast Newco ") as successor in interest to
Overland Park.
WHEREAS
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, Amendment No. 3
thereto, dated as of August 23, 2000, and Amendment No. 4
thereto, dated as of May 1, 2004 (as amended, the "
Partnership Agreement ");
WHEREAS,
pursuant to Section 3(b) of that certain Agreement of Merger and
Transaction Agreement, dated as of December 1, 2003 and
amended by Amendment No. 1, dated as of December 19, 2003
(as amended, the " Transaction Agreement "), among the
Partnership, Kansas City Cable Partners, formerly a Colorado
general partnership, TWE-A/N, TWE-A/N GP, TWE, TCI, TCI GP, TCI of
Missouri, Inc. (formerly known as Liberty Cable of Missouri, Inc.),
a Missouri corporation, 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), TWE and TWE-A/N have
executed and delivered a Contribution Agreement dated as of the
date hereof pursuant to which, among other things, TWE has
contributed 100% of its Interest in the Partnership to TWE-A/N in
exchange for preferred interests in TWE-A/N (all such actions, the
" TWE Transfer ");
WHEREAS,
pursuant to Section 3(c) of the Transaction Agreement (or as
otherwise consented to by TWE-A/N, TWE-A/N GP and TWE),
(i) Overland Park and Comcast Newco have executed and
delivered a Contribution Agreement dated as of February 28,
2005 pursuant to which among other things Overland Park has
contributed 100% of its Interest in the Partnership to Comcast
Newco, (ii) Comcast has caused TCI GP to become a disregarded
entity for U.S. federal income tax purposes and (iii) Comcast
has
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caused 100% of the membership interests of TCI GP to be
contributed to Comcast Newco (all such actions, the " Second
Comcast Restructuring "); and
WHEREAS,
the parties hereto wish to amend the Partnership Agreement to
reflect the TWE Transfer and the Second Comcast Restructuring.
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
PREAMBLE AND ARTICLE I (DEFINITIONS)
1.
Preamble . The first paragraph of the Partnership Agreement
is hereby amended by replacing the phrase "TCI Texas Cable, Inc., a
Colorado corporation" with "TCI Texas Cable, LLC, a Colorado
limited liability co
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