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Exhibit 10.10
AMENDMENT NO. 3
TO PARTNERSHIP AGREEMENT
This
Amendment ("Amendment") is made as of this 23rd day of August, 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, and as of May 16, 2000 (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.
TWE-A/N shall reimburse the Partnership for all amounts, if any,
that are paid by the Partnership to Affiliates of TCI pursuant to
the Partnership’s indemnification obligations under
Section 11.3 of that certain Asset Exchange Agreement between
the Partnership and such Affiliates of TCI dated as of
August 23, 2000 (the "Exchange Agreement"), as such
obligations are limited by Section 11.6 of the Exchange
Agreement, but only to the extent that the facts, circumstances,
events or actions that gave rise to indemnifiable losses of such
indemnified parties were in existence, had occurred or had been
taken on or before December 31, 1998.
2.
Effective upon the closing of the Exchange Agreement, the table
appearing in the definition of "Partnership ADI/DMA" automatically
shall be amended to delete the references to Dallas-Fort Worth and
Wichita Falls, TX-Lawton, OK, and to add a reference to Corpus
Christi, TX, in each column in such table.
3.
Effective upon the closing of the Exchange Agreement, the
definition of " TWE-A/N Systems " automatically shall be
amended to read in its entirety as follows:
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TWE-A/N Systems : The cable television
systems contributed to the Partnership by TWE-A/N or TWE-A/N GP,
and the cable television system
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