EXHIBIT 3.9
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AGREEMENT
OF LIMITED PARTNERSHIP
OF
CHARTER COMMUNICATIONS ENTERTAINMENT, L.P.
Dated as of September 29, 1995
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Table of Contents
Page
Article I
Formation of the Partnership........................................ 1
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1.1 Formation...................................................... 1
1.2 Partnership Name............................................... 1
1.3 Purpose........................................................ 1
1.4 Place of Business.............................................. 2
1.5 Registered Office and Registered Agent......................... 2
1.6 Term........................................................... 2
1.7 Partnership Powers............................................. 2
Article II
Capital............................................................. 3
2.1 Capital Contributions.......................................... 3
2.2 Additional Capital............................................. 4
2.3 Liability, etc................................................. 4
2.4 Withdrawal of Capital.......................................... 4
2.5 Priority....................................................... 4
2.6 Capital Accounts............................................... 4
2.7 Adjustments.................................................... 5
Article III
Accounting, Distributions and Taxes................................. 5
3.1 Allocations of Net Profits and Net Losses...................... 5
3.2 Qualified Income Offsets, Restorative Allocations.............. 7
3.3 Partnership Minimum Gain....................................... 7
3.4 Minimum Gain Attributable to Partner Nonrecourse Debt.......... 7
3.5 Nonrecourse Deductions......................................... 8
3.6 Partner Nonrecourse Deductions................................. 8
3.7 Section 754 Adjustments........................................ 8
3.8 Tax Allocations; Section 704(c)................................ 8
3.9 Distributions.................................................. 9
3.10 Accounting Method............................................. 10
3.11 Certain Federal Income Tax Matters............................ 10
3.12 Election under Section 754.................................... 10
3.13 Tax Withholdings.............................................. 10
Article IV
General Partners.................................................... 11
4.1 Management..................................................... 11
4.2 Vote of General Partners....................................... 11
4.3 Reliance on Authority of General Partners...................... 11
4.4 Interested Party Contracts..................................... 11
4.5 Expenditures By General Partners............................... 12
4.6 Other Relationships............................................ 12
4.7 Proscriptions.................................................. 12
4.8 Bank Accounts.................................................. 12
Article V
Restrictions Regarding Transfer, Substitution, etc.................. 13
5.1 Transfer of Interests or Resignations or
Withdrawals by General Partners............................... 13
5.2 Substitution of General Partners............................... 13
5.3 Transfer of Interests by Limited Partners...................... 13
5.4 Substitution of Limited Partners............................... 13
Article VI
Initial Public Offering............................................. 14
Article VII
Indemnification..................................................... 14
7.1 Exculpatory Provisions......................................... 14
7.2 Indemnification of General Partners............................ 14
7.3 Advance of Expenses............................................ 15
7.4 Non-Exclusivity................................................ 15
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7.5 Satisfaction from Partnership Assets........................... 15
7.6 Notices of Claims, etc......................................... 15
7.7 Exculpation and Indemnification of Manager..................... 16
Article VIII
Dissolution and Liquidation......................................... 16
8.1 Events of Dissolution; Accounting.............................. 16
8.2 Liquidating Trustee............................................ 16
8.3 Distribution in Liquidation.................................... 17
Article IX
Power of Attorney................................................... 18
Article X
Construction........................................................ 18
10.1 Headings...................................................... 18
10.2 Notices....................................................... 18
10.3 Governing Law................................................. 20
10.4 Entire Understanding and Amendment............................ 20
10.5 Miscellaneous................................................. 20
Article XI
Definitions......................................................... 21
SCHEDULE A -- Partners, Capital Contributions and Capital Accounts
iii
AGREEMENT OF LIMITED PARTNERSHIP
OF
CHARTER COMMUNICATIONS ENTERTAINMENT, L.P.
AGREEMENT OF LIMITED PARTNERSHIP, dated as of September 29, 1995,
among CCA Acquisition Corp., a Delaware corporation ("CAC"), and CCT Holdings
Corp., a Delaware corporation ("CCT"), as general partners (which entities,
together with any other entities who, in accordance with the terms hereof, may
be admitted hereafter as general partners, are herein collectively referred to
as the "General Partners"), and the entities identified as limited partners in
Schedule A hereto, as limited partners (which entities, together with any other
entities who, in accordance with the terms hereof, may be admitted hereafter as
limited partners, are herein collectively referred to as the "Limited
Partners").
Capitalized terms used herein without definition are defined in
Article XI.
Article I
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Formation of the Partnership
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1.1 Formation. The parties to this Agreement hereby form a limited
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partnership (the "Partnership") pursuant to and in accordance with the
provisions of the Delaware Revised Uniform Limited Partnership Act (as amended
from time to time, the "Act"). The Certificate of Limited Partnership of the
Partnership was filed with the Secretary of State of the State of Delaware on
April 20, 1995.
1.2 Partnership Name. The name of the Partnership shall be Charter
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Communications Entertainment, L.P.
1.3 Purpose. The purpose of the Partnership is, directly or
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indirectly, to acquire, finance, franchise, construct, develop, own, alter,
repair, maintain, promote, program, operate, manage, lease, sell, exchange or
otherwise dispose of cable television systems and to engage in such activities
as the General Partners, subject to the terms set forth herein, deem necessary,
advisable or incidental to the foregoing.
1.4 Place of Business. The principal place of business of the
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Partnership shall be c/o Charter Communications, Inc., 12444 Powerscourt
Drive, Suite 400, St. Louis, Missouri 63131, or such other place or places as
may be designated at any time and from time to time by the General Partners.
The General Partners will inform the Limited Partners of any change in the
principal office of the Partnership.
1.5 Registered Office and Registered Agent. The registered office of
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the Partnership in the State of Delaware shall be c/o The Corporation Trust
Company, Corporation Trust Company Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801, and the registered agent for service of process
on the Partnership in the State of Delaware at such address is The Corporation
Trust Company.
1.6 Term. Unless sooner terminated by the unanimous consent of the
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General Partners, the Partnership shall continue until the earliest to occur of:
(a) The assignment for the benefit of creditors by a General Partner,
appointment of a receiver for or adjudication of bankruptcy of a General
Partner which appointment or order remains unstayed for more than 90 days,
or seizure by a judgment creditor of a General Partner's interest in the
Partnership;
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(b) The sale, exchange or involuntary conversion of all, or
substantially all, of the assets of the Partnership;
(c) The resignation or withdrawal of the last remaining General
Partner; or
(d) December 31, 2055.
1.7 Partnership Powers. In furtherance of the Partnership's purpose
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specified in Section 1.3, the Partnership shall have all of the powers available
to it as a limited partnership under the laws of the State of Delaware,
including, without limitation, the power to engage in all activities and
transactions necessary or advisable to carry out the Partnership's purpose. The
General Partners are authorized to exercise all such powers in the name and on
behalf of the Partnership, including, without limitation, the authority:
(a) to invest in any other entity and to sell, transfer, assign,
convey, exchange or otherwise dispose of any or all of the properties or
assets of the Partnership or its Subsidiaries for cash, stock, securities
or any combination thereof on such terms and conditions as may, at any time
and from time to time, be determined by the unanimous consent of the
General Partners;
(b) (i) to enter into any instruments or agreements constituting
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Indebtedness; (ii) to apply the proceeds of any borrowings under any
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instruments or agreements evidencing or creating any Indebtedness in such
manner and for such purposes as any General Partner shall determine; (iii)
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to grant security interests in assets of the Partnership or its
Subsidiaries to secure the obligations of the Partnership, CAC, CCT, CCA
Holdings Corp., Cencom Cable Entertainment, Inc. or the Subsidiaries with
respect to any Indebtedness; and (iv) to guarantee the obligations
--
3
of the Partnership, CAC, CCT or the Subsidiaries with respect to any
Indebtedness;
(c) to enter into, deliver, perform and carry out contracts and
agreements of every kind necessary or incidental to the Partnership's
purpose;
(d) to open, maintain, and close bank accounts and draw checks or
other orders for the payment of money; and
(e) to take or perform such acts and to execute such agreements,
certificates, documents and instruments necessary or advisable to carry out
the Partnership's purpose.
Article II
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Capital
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2.1 Capital Contributions. As of the date of this Agreement, each
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Partner shall have contributed or caused to be contributed to the capital of the
Partnership property having an agreed upon value equal to the amount set forth
opposite such Partner's name on Schedule A hereto.
2.2 Additional Capital. No additional capital contributions or
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assessments therefor beyond the amounts provided for in Section 2.1 shall be
required from any Partner. No additional capital contribution will be accepted
from any person (including the Partners) except for capital contributions
approved by the unanimous consent of the General Partners. Upon the making of
any additional capital contribution by any Partner, the General Partner shall
amend Schedule A to reflect the capital contribution of such Partner.
2.3 Liability, etc. The Limited Partners shall not have any personal
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liability with respect to the liabili-
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ties or the obligations of the Partnership. The Partners shall not be required
to lend funds to the Partnership for any purpose. The Limited Partners, in their
capacity as such, shall not (a) take part in the management of the business of
the Partnership, except to the extent provided herein and as permitted under the
Act, (b) transact any business for the Partnership or (c) have the power to sign
for or to bind the Partnership.
2.4 Withdrawal of Capital. No Partner shall be entitled to the
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return of such Partner's capital contribution except by reason of the
distribution to such Partner of cash or other property pursuant to Section 3.9
or 8.3 or upon the unanimous written consent of the General Partners. No Partner
shall have the right to receive a distribution of property other than cash from
the Partnership.
2.5 Priority. Except as expressly otherwise provided herein, there
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shall be no priority of one or more of the Partners over the other Partners as
to return of contributions, withdrawals or distributions of cash or other
property.
2.6 Capital Accounts. There shall be established and maintained for
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each Partner on the books of the Partnership a capital account (each, a "Capital
Account"), which shall be comprised of two subaccounts, an Ordinary Capital
Account and a Preferred Capital Account. The opening balance in each Partner's
Capital Account shall be as shown in Schedule A hereto. Whenever this Agreement
refers to the balance in a Partner's Capital Account, such reference shall mean
the sum of the balances of such Partner's Ordinary Capital Account and Preferred
Capital Account.
2.7 Adjustments. (a) As of each Adjustment Date, the balance of
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each Ordinary Capital Account shall be adjusted by (i) increasing such balance
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by such Partner's (x) allocable share of Net Profits (allocated in accordance
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with Section 3.1) and (y) the amount of money or the fair
-
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market value of any property contributed to the Partnership by such Partner (net
of any liabilities secured by such contributed property that the Partnership is
considered to assume or take subject to under Section 752 of the Code) and (ii)
--
decreasing such balance by (x) the amount of cash or the fair market value of
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property distributed or deemed distributed to such Partner pursuant to Sections
3.9 (other than Sections 3.9(b)(i) or (ii)) and 8.3 (net of any liabilities
secured by such distributed property that the distributee Partner is considered
to assume or take subject to under Section 752 of the Code) and (y) such
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Partner's allocable share of Net Losses (allocated in accordance with Section
3.1). Each Partner's Capital Account shall be further adjusted with respect to
any special allocations pursuant to Sections 3.2 through 3.7.
(b) As of each Adjustment Date, the balance of each Preferred Capital
Account shall be adjusted by (i) increasing such balance by any Preferred Return
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during the relevant Fiscal Period and (ii) decreasing such balance by any
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payments made pursuant to Section 3.9(b)(i) or (ii) during the relevant Fiscal
Period. Such increase shall and any related payment pursuant to Section
3.9(b)(i) or (ii) shall be treated for all purposes of this Agreement as a
payment described in Section 707(c) of the Code.
(c) Any question with respect to a Partner's Capital Account shall be
resolved by the General Partners, collectively, in good faith and in their
reasonably exercised discretion, applying principles consistent with this
Agreement. The provisions of this Agreement relating to the maintenance of
Capital Accounts are intended to comply with Treasury Regulations Section 1.704-
1(b) and shall be interpreted and applied in a manner consistent with such
Treasury Regulations.
Article III
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Accounting, Distributions and Taxes
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3.1 Allocations of Net Profits and Net Losses. (a) The Net Profit
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and Net Loss of the Partnership, including each item of income, gain, loss,
credit and deduction, shall be allocated with respect to each Fiscal Year as of
the end of such Fiscal Year.
(b) Net Profit and Net Loss of the Partnership shall be allocated
among the Partners so as to reduce, proportionately, in the case of a Net
Profit, the difference between their respective Target Capital Accounts and
Partially Adjusted Capital Accounts and, in the case of a Net Loss, the
difference between their respective Partially Adjusted Capital Accounts and
Target Capital Accounts as of the end of such Fiscal Year. No portion of Net
Profit or Net Loss for any Fiscal Year shall be allocated to a Partner, in the
case of a Net Profit, whose Partially Adjusted Capital Account is greater than
or equal to its Target Capital Account or, in the case of a Net Loss, whose
Target Capital Account is greater than or equal to its Partially Adjusted
Capital Account for such Fiscal Year.
(c) If (i) the Partnership has a Net Profit for any Fiscal Year
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(determined prior to giving effect to this Section 3.1(c)) and, notwithstanding
the application of Section 3.1(b), the balance of any Partner's Partially
Adjusted Capital Account is greater than the balance of its Target Capital
Account, then the Partner with such excess balance shall be specially allocated
items of Partnership expense or loss (to the extent available) equal to the
difference between its Partially Adjusted Capital Account and its Target
Capital Account; (ii) the Partnership has a Net Loss for any Fiscal Year
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(determined prior to giving effect to this Section 3.1(c)) and, notwithstanding
the application of Section 3.1(b), the balance of any Partner's Partially
Adjusted Capital Account is less than the balance of its Target Capital Account,
then the Partner with such deficient balance shall be specially allocated items
of Partnership income or gain for such Fiscal Year (to the extent available)
equal to the difference between its Partially Adjusted Capital Account and its
Target Capital Account; and (iii) the Part
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nership has neither a Net Profit nor a Net Loss for any Fiscal Year (determined
prior to giving effect to this Section 3.1(c)) and, notwithstanding the
application of Section 3.1(b), the balance of any Partner's Partially Adjusted
Capital Account differs from the balance of its Target Capital Account, then
the Partner with an excess or deficient balance, as the case may be, shall be
specially allocated items of Partnership expense or loss or income or gain, as
the case may be, for such Fiscal Year (to the extent available) equal to the
difference between its Partially Adjusted Capital Account and its Target Capital
Account.
3.2 Qualified Income Offsets, Restorative Allocations. (a) If (i)
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any Partner unexpectedly receives any adjustment, allocation or distribution
described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6)
and (ii) such adjustment, allocation or distribution causes or increases a
--
deficit in such Partner's Adjusted Capital Account as of the end of the Fiscal
Period to which such adjustment, allocation or distribution relates (a
"Deficit"), then items of gross income for such Fiscal Period and each
subsequent Fiscal Period shall be specifically allocated to each such Partner
pro rata in proportion to its Deficits in an amount and manner sufficient to
- --- ----
eliminate, to the extent required by the Treasury Regulations, such Deficit as
quickly as possible, provided that an allocation pursuant to this Section 3.2
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shall be made only if and to the extent that such Partner would have a Deficit
after all other allocations provided for in this Article III have been
tentatively made as if this Section 3.2 were not in this Agreement.
(b) Any special allocations of items of income or gain pursuant to
this Section 3.2 shall be taken into account in computing subsequent
allocations pursuant to this Agreement, so that the net amount for any item so
allocated and all other items allocated to each Partner pursuant to this
Agreement shall be equal, to the extent possible, to the net amount that would
have been allocated to each Part-
8
ner pursuant to the provisions of this Agreement if such special allocations had
not occurred.
3.3 Partnership Minimum Gain. Except as otherwise provided in
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Treasury Regulations Section 1.704-2(f), if there is a net decrease in
Partnership Minimum Gain during any Partnership Fiscal Year, each Partner shall
be specially allocated items of Partnership income and gain for such period
(and, if necessary, subsequent periods) in proportion to, and to the extent of,
an amount equal to the portion of such Partner's share of the net decrease in
Partnership Minimum Gain, determined in accordance with Treasury Regulations
Section 1.704-2(g). This Section 3.3 is intended to comply with the chargeback
of items of income and gain requirement in Treasury Regulations Section 1.704-
2(f) and shall be interpreted consistently therewith.
3.4 Minimum Gain Attributable to Partner Nonrecourse Debt. Except as
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otherwise provided in Treasury Regulations Section 1.704-2(i), if there is a net
decrease in Minimum Gain Attributable to Partner Nonrecourse Debt during any
Partnership Fiscal Year, each Partner with a share of Minimum Gain Attributable
to Partner Nonrecourse Debt shall be specially allocated items of Partnership
income and gain for such period (and, if necessary, subsequent periods) in
proportion to, and to the extent of, an amount equal to the portion of such
Partner's share of the net decrease in the Minimum Gain Attributable to Partner
Nonrecourse Debt, determined in accordance with Treasury Regulations Section
1.704-2(i)(4). This Section 3.4 is intended to comply with the chargeback of
items of income and gain requirement in Treasury Regulations Section 1.704-
2(i)(4) and shall be interpreted consistently therewith.
3.5 Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal
----------------------
Year shall be allocated to the Partners in the same ratios that Net Profits are
allocated for the Fiscal Year in accordance with Treasury Regulations Section
1.704-2(b)(1).
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3.6 Partner Nonrecourse Deductions. Partner Nonrecourse Deductions
------------------------------
for any Fiscal Year shall be allocated 100% to the Partner that bears the
economic risk of loss (as defined in Treasury Regulations Section 1.704-2(b))
with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse
Deductions are attributable in accordance with Treasury Regulations Section
1.704-2(i). If more than one Partner bears the economic risk of loss with
respect to a Partner Nonrecourse Debt, such Partner Nonrecourse Deductions
attributable thereto shall be allocated between or among such Partners in
accordance with the ratios in which they share such economic risk of loss.
3.7 Section 754 Adjustments. To the extent an adjustment to the
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adjusted basis of any Partnership asset pursuant to Section 734(b) of the Code
or Section 743(c) of the Code is required, pursuant to Treasury Regulations
Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital
Accounts, the amount of such adjustment to Capital Accounts shall be treated as
an item of gain (if the adjustment increases the basis of the asset) or loss (if
the adjustment decreases such basis) and such gain or loss shall be specially
allocated to the Partners in a manner consistent with the manner in which their
Adjusted Capital Accounts are required to be adjusted pursuant to Treasury
Regulations Section 1.704-1(b)(2)(iv)(m).
3.8 Tax Allocations; Section 704(c). (a) Except as provided in
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subsection (b) below, the income, gains, losses, credits and deductions
recognized by the Partnership shall be allocated among the Partners, for U.S.
federal, state and local income tax purposes, to the extent permitted under the
Code and the Treasury Regulations, in the same manner that each such item
affects the balances in the Partners' Capital Accounts.
(b) In accordance with Section 704(c) of the Code and the Treasury
Regulations thereunder, income, gain, loss and deduction with respect to any
property contributed to the capital of the Partnership shall, solely for tax
10
purposes, be allocated among the Partners so as to take account of any variation
between the adjusted basis of such property to the Partnership for federal
income tax purposes and its fair market value as determined by the General
Partners.
3.9 Distributions. The General Partners may from time to time by
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unanimous consent declare distributions of cash or other Partnership property.
Such distributions shall be made or applied as follows:
(a) First, all distributions received from the Subsidiaries for
Permitted Expenses shall be distributed in a manner designed to permit payment
of such expenses.
(b) Following the Partnership's distribution of amounts pursuant to
Section 3.9(a) above, the Partnership shall make all other distributions in the
following order of priority:
(i) to the extent that each of CAC, Cencom Cable and CCT has a
positive balance in its Preferred Capital Account, (x) amounts distributed
-
to the Partnership by CCE I, L.P., to the extent not previously applied
pursuant to subsection (a) above, shall be distributed to CAC and Cencom
Cable to the extent of, and pro rata in accordance with, the positive
balances in their respective Preferred Capital Accounts and (y) amounts
-
distributed to the Partnership by CCE II, L.P., to the extent not
previously applied pursuant to subsection (a) above, shall be distributed
to CCT to the extent of the positive balance in its Preferred Capital
Account;
(ii) to the extent that any Partner has a positive balance in its
Preferred Capital Account, to any such Partner having a positive balance in
its Preferred Capital Account to the extent of, and pro rata in accordance
with, such positive Preferred Capital Account balances;
11
(iii) to the Partners until each such Partner shall have received
amounts pursuant to this clause (iii) sufficient to place such Partner in
the same position it would have been in had the preceding clause (i) or
(ii) not been in this Agreement and pro rata among such Partners in
accordance with their respective Percentage Interests; and
(iv) thereafter, to the Partners in accordance with their Percentage
Interests.
3.10 Accounting Method. The books of account of the Partnership shall
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be kept pursuant to the accrual method of accounting. Except to the extent
required by law, the Partnership shall not change its accounting principles in a
manner adverse to any Partner without the consent of such Partner.
3.11 Certain Federal Income Tax Matters. The Partners understand and
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intend that under the Code the Partnership constitutes a "limited
partnership." CCT shall be the "tax matters partner" of the Partnership
pursuant to Section 6231(a)(7) of the Code. Each Partner hereby consents to
such designation and agrees that upon the request of CCT it will execute,
certify, acknowledge, deliver, swear to, file and record at the appropriate
public offices such documents as may be necessary or appropriate to evidence
such consent.
3.12 Election under Section 754. The General Partners, on behalf of
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the Partnership, may in their sole discretion file an election under Section 754
of the Code in accordance with the procedures set forth in the applicable
Treasury Regulations.
3.13 Tax Withholdings. The Partnership shall at all times be entitled
----------------
to make payments with respect to any Partner in amounts required to discharge
any legal obligation of the Partnership pursuant to any provision of the Code
or any other tax provision or any provision enacted in
12
the future imposing a similar obligation on the Partnership to withhold or make
payments to any governmental authority with respect to any U.S. federal, state
and local tax liability of such Partner arising as a result of such Partner's
interest in the Partnership. Each such payment shall be deemed to be a loan by
the Partnership to such Partner and shall not be deemed to be a distribution.
The amount of such payments made with respect to any Partner, plus interest at
an annual rate equal to the interest rate publicly announced by Toronto Dominion
(Texas), Inc. from time to time as its base rate on each such amount from the
date of each such payment until such amount is repaid to the Partnership, shall
be repaid to the Partnership by (i) deduction from the current or next
-
succeeding distribution or distributions otherwise payable to such Partner
pursuant to this Agreement or (ii) earlier payment of such amounts and interest
--
by the Partner to the Partnership.
Article IV
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General Partners
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4.1 Management. The management and control of and the determination
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of policy with respect to the Partnership and its affairs shall be vested
exclusively in the General Partners and in connection therewith the General
Partners may exercise all of the powers and authority set forth in Section 1.7.
Notwithstanding the foregoing, the General Partners may retain the Manager to
manage the Partnership and its Subsidiaries and may delegate such powers and
authority to the Manager and assign such duties to the Manager as the General
Partners in their reasonable discretion deem necessary or advisable, such
powers, authority and duties to be set forth, and limited in the manner set
forth, in the Management Agreements.
4.2 Vote of General Partners. Unless expressly otherwise provided
------------------------
herein, whenever this Agreement shall provide for any action, decision, approval
or consent to be
13
taken, made or given by the General Partners, such action, decision, approval or
consent may be taken, made or given by any General Partner.
4.3 Reliance on Authority of General Partners. Nothing herein
-----------------------------------------
contained shall impose any obligation on any person or firm doing business with
the Partnership to inquire as to whether or not the General Partners have
exceeded their authority in executing or causing to be executed any contract,
lease, deed or other instrument on behalf of the Partnership, and any such third
person shall be fully protected in relying upon such authority.
4.4 Interested Party Contracts. The General Partners may by
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unanimous consent cause the Partnership to enter into contracts and transactions
with any of the General Partners or any of their respective affiliates, provided
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that the terms of any such contract or transaction are entered into in good
faith, and are fair and reasonable to the Partnership.
4.5 Expenditures By General Partners. The General Partners shall be
--------------------------------
entitled to reimbursement by the Partnership for any reasonable expenditures
incurred by the General Partners on behalf of the Partnership which are paid by
or on behalf of the General Partners other than out of the funds of the
Partnership. No General Partner shall be compensated for its services as a
General Partner of the Partnership.
4.6 Other Relationships. Each General Partner shall devote so much
-------------------
of its time to the business of the Partnership as in the judgment of such
General Partner the conduct of the Partnership's business shall reasonably
require. Any General Partner may engage in other business ventures of any
nature and description independently or with others, and neither the Partnership
nor any of the other Partners shall have any rights in and to such independent
ventures or the income or profits derived therefrom. Except as otherwise
specifically provided herein, nothing contained
14
in this Agreement shall, or shall be deemed to, prohibit, restrict or limit in
any manner any business or investment activities of either of the General
Partners or any of their respective affiliates, including, without limitation,
rendering any business, management or consulting advice to the Partnership or
its Subsidiaries.
4.7 Proscriptions. Without the written consent of or ratification by
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90% or more of the Percentage Interests of the Limited Partners, the General
Partners shall have no authority to do any act in contravention of this
Agreement or of the Act.
4.8 Bank Accounts. All funds of the Partnership shall be deposited
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in the Partnership name in such bank account or accounts and in such bank or
banks as shall be designated from time to time by the General Partners. All
withdrawals therefrom shall be made upon the signature of a General Partner or
of such other person or persons as the General Partners may from time to time
designate. The Partnership's funds shall not be commingled with funds not
belonging to the Partnership and shall be used only for the affairs or business
of the Partnership as herein provided.
Article V
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Restrictions Regarding Transfer, Substitution, etc.
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5.1 Transfer of Interests or Resignations or Withdrawals by General
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Partners. Without the prior written consent of all of the other General
- --------
Partners and a Majority in Interest, no General Partner may (a) sell, transfer,
-
assign, convey, or otherwise dispose of, all or a portion of its general partner
interest in the Partnership or (b) resign or withdraw from the Partnership.
-
5.2 Substitution of General Partners. Without the prior written
--------------------------------
consent of all of the other General Partners and a Majority in Interest, no
General Partner may
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substitute a general partner in its stead. No party shall become an additional
or substitute General Partner hereof unless and until it has executed such
certificates and other documents and performed such acts as may be necessary in
the judgment of the remaining General Partner(s) to constitute such party as a
general partner, and to preserve the status of the Partnership as a limited
partnership.
5.3 Transfer of Interests by Limited Partners. Without the prior
-----------------------------------------
written consent of all of the General Partners, which consent may be granted or
withheld in their sole discretion, no Limited Partner may sell, transfer,
assign, convey, or otherwise dispose of, all or a portion of its limited partner
interest in the Partnership; provided, however, such consent will be granted for
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any transfer by a Limited Partner of its entire limited partner interest to
another Partner or to any successor in interest upon the sale or transfer of
substantially all the assets of such Limited Partner, or the merger or
consolidation of such Limited Partner with such successor.
5.4 Substitution of Limited Partners. Without the prior written
--------------------------------
consent of all of the General Partners, which consent may be granted or withheld
in their sole discretion, no Limited Partner may substitute a limited partner in
its stead and no additional Limited Partners may be admitted to the Partnership.
No party shall become an additional or substitute Limited Partner hereof unless
and until it has executed such certificates and other documents and performed
such acts as may be necessary to constitute such party as a limited partner, and
to preserve the status of the Partnership as a limited partnership.
Article VI
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Initial Public Offering
-----------------------
In the event of a determination by the unanimous consent of the
General Partners to cause a transfer of all or substantially all
16
or substantially all of the assets of the partnership or the interests in the
partnership to a corporation ("Newco") in anticipation of an initial public
offering of the stock of such corporation (an "IPO"), each Partner shall take
such steps to affect the IPO as may be requested by the General Partners,
including, without limitation, transferring its interests in the Partnership to
Newco in exchange for capital stock of Newco.
Article VII
-----------
Indemnification
---------------
7.1 Exculpatory Provisions. None of the General Partners or any of
----------------------
their respective affiliates, or the partners, officers, directors, employees or
control persons (as such term is defined in the Securities Act of 1933, as
amended, and the rules and regulations thereunder) of such General Partner or
affiliate (collectively, the "Indemnified Persons") shall be liable, directly or
indirectly, to the Partnership or any Partner for any act or omission (in
relation to the Partnership or this Agreement) taken or omitted by such
Indemnified Person in good faith, provided that such act or omission did not
--------
constitute gross negligence, fraud, willful violation of the law, willful
violation of this Agreement or reckless disregard of the duties of such
Indemnified Person.
7.2 Indemnification of General Partners. The Partnership shall, to
-----------------------------------
the fullest extent permitted by applicable law, indemnify and hold harmless each
Indemnified Person against all claims, liabilities and expenses of whatever
nature ("Claims") relating to activities undertaken in connection with the
Partnership, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and counsel, accountants'
and experts' and other fees, costs and expenses reasonably incurred in
connection with the investigation, defense or disposition (including by
settlement) of any
17
action, suit or other proceeding, whether civil or criminal, before any court or
administrative body in which such Indemnified Person may be or may have been
involved, as a party or otherwise, or with which such Indemnified Person may be
or may have been threatened, while acting as such Indemnified Person, provided
--------
that no indemnity shall be payable hereunder against any liability incurred by
such Indemnified Person by reason of gross negligence, fraud, willful violation
of the law, willful violation of this Agreement, reckless disregard of the
duties of such Indemnified Person or with respect to any matter as to which such
Indemnified Person shall have been adjudicated not to have acted in good faith,
and provided further that as to any action, suit or other proceeding disposed of
--------
by settlement or a compromise payment, pursuant to a consent decree or
otherwise, no indemnification (whether for such payment or for any other Claim)
shall be provided unless there has been a determination that such compromise is
in or not opposed to the best interests of the Partnership and that such
Indemnified Person has acted in good faith and did not involve gross negligence,
fraud, willful violation of the law, willful violation of this Agreement or
reckless disregard of the duties of such Indemnified Person.
7.3 Advance of Expenses. Expenses incurred by an Indemnified Person
-------------------
in defense or settlement of any Claim that may be subject to a right of
indemnification hereunder may be advanced by the Partnership prior to the final
disposition thereof upon receipt of an undertaking by or on behalf of the
Indemnified Person to repay such amount if it shall ultimately be determined
that the Indemnified Person is not entitled to be indemnified by the
Partnership.
7.4 Non-Exclusivity. The right of any Indemnified Person to the
---------------
indemnification provided herein shall be cumulative of, and in addition to, any
and all rights to which such Indemnified Person may otherwise be entitled by
contract or as a matter of law or equity and shall extend to such Indemnified
Person's successors, assigns and legal representatives.
18
7.5 Satisfaction from Partnership Assets. All judgments against the
------------------------------------
Partnership or an Indemnified Person, in respect of which such Indemnified
Person is entitled to indemnification, shall first be satisfied from Partnership
assets before the Indemnified Person is responsible therefor.
7.6 Notices of Claims, etc. Promptly after receipt by an Indemnified
-----------------------
Person of notice of the commencement of any action or proceeding or threatened
action or proceeding involving a Claim referred to in this Article VII, such
Indemnified Person will, if a claim for indemnification in respect thereof is to
be made against the Partnership, give written notice to the Partnership of the
commencement of such action, provided that the failure of any Indemnified Person
--------
to give notice as provided herein shall not relieve the Partnership of its
obligations under this Article VII, except to the extent that the Partnership is
actually prejudiced by such failure to give notice. Each such Indemnified
Person shall keep the General Partners apprised of the progress of any such
proceeding.
7.7 Exculpation and Indemnification of Manager. Notwithstanding the
------------------------------------------
foregoing provisions of this Article VII, the liability of the Manager to the
Partnership and the Partnership's obligation to indemnify the Manager acting
solely in its capacity as Manager with respect to any action or inaction in
connection with the performance of the services and duties contemplated by the
Management Agreements shall be governed by the provisions of the Management
Agreements. For purposes of this Section 7.7, the Manager shall include its
officers, directors, employees and affiliates.
Article VII
-----------
Dissolution and Liquidation
---------------------------
19
8.1 Events of Dissolution; Accounting. (a) The Partnership shall
---------------------------------
dissolve upon the earliest to occur of the events described in Section 1.6.
(b) In the event of the dissolution and liquidation of the
Partnership, a proper accounting shall be made of the Capital Account of each
Partner and of the Net Profits or Net Losses of the Partnership from the date of
the last previous accounting to the date of dissolution. Financial statements
presenting such accounting shall be audited and shall include a report of a
nationally recognized accounting firm.
8.2 Liquidating Trustee. Upon the dissolution and liquidation of the
-------------------
Partnership's business for any reason, the General Partners shall act as
liquidating trustees, or, if there shall then be no General Partner, the Limited
Partners may elect a liquidating trustee. The liquidating trustee(s) shall have
full power to sell, assign and encumber Partnership assets.
8.3 Distribution in Liquidation. In the event of the termination of
---------------------------
the Partnership pursuant to this Article VIII or for any other reason, the
Partnership assets shall be liquidated. The proceeds of such liquidation shall
be distributed as follows:
(a) first, to the payment of the expenses of the liquidation;
(b) second, to the (i) payment of creditors of the Partnership and
-
(ii) establishment of reserves to provide for contingent liabilities, if
--
any, in the order of priority as provided by law;
(c) third, to each Partner whose Preferred Capital Account balance
shall be greater than zero (determined after all adjustments for the Fiscal
Period in which such
20
dissolution occurs) to the extent of such positive balance in accordance
with the priorities set forth in Sections 3.9(b)(i) and (ii);
(d) fourth, to each Partner whose Ordinary Capital Account balance
shall be greater than zero (as such Ordinary Capital Account has been
adjusted pursuant to Section 2.7, after giving effect to allocations
pursuant to Article III) to the extent of such positive balance in the
ratio which its respective Ordinary Capital Account balance bears to all
such positive Ordinary Capital Account balances; and
(e) thereafter, to the Partners in accordance with their Percentage
Interests at the time of liquidation.
Payments to Partners described in subsections (a) through (e) above
may be made in cash or in kind if so determined by the General Partners or a
liquidating trustee appointed pursuant to Section 8.2. Any distributions to
Partners upon liquidation shall be made by the end of the taxable year in which
the liquidation of the Partnership occurs (or, if later, within 90 days after
the date of such liquidation).
Article IX
----------
Power of Attorney
-----------------
Concurrently with the execution of this Agreement, each Limited
Partner hereby appoints the General Partners as its true and lawful attorneys
coupled with an interest, in its name, place and stead to sign, execute,
acknowledge, swear to and file any and all documents which in the reasonable
discretion of such attorneys are required to be signed, executed, acknowledged,
sworn to or filed by each Limited Partner to discharge the purposes of the
Partnership as hereinabove stated. Without limitation, among the documents
which the General Partners may execute on behalf
21
of each Limited Partner shall be a Certificate of Limited Partnership and all
amendments thereto required by applicable law or by the provisions of this
Agreement.
Article X
---------
Construction
------------
10.1 Headings. The headings, titles and subtitles herein are
--------
inserted for convenience of reference only and shall not control or affect the
meaning or construction of any of the provisions hereof.
10.2 Notices. All notices, requests, demands, letters, waivers and
-------
other communications required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if (a) delivered
-
personally, (b) mailed, by certified or registered mail with postage prepaid,
-
(c) sent by next-day or overnight mail or delivery or (d) transmitted by
- -
telecopy or telegram, as follows:
(i) If to the General Partners, to each of them:
c/o Charter Communications, Inc.
12444 Powerscourt Drive
Suite 400
St. Louis, Missouri 63131
Attention: Jerald L. Kent
with a copy to:
Kelso & Company
350 Park Avenue, 21st Floor
New York, New York 10022
Attention: James J. Connors, II, Esq.
22
Paul, Hastings, Janofsky & Walker
399 Park Avenue
New York, New York 10022
Attention: Neil A. Torpey, Esq.
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attention: Richard D. Bohm, Esq.
(ii) If to the Limited Partners, to each of them:
c/o Charter Communications, Inc.
12444 Powerscourt Drive
Suite 400
St. Louis, Missouri 63131
Attention: Jerald L. Kent
with a copy to:
Kelso & Company
350 Park Avenue, 21st Floor
New York, New York 10022
Attention: James J. Connors, II, Esq.
Paul, Hastings, Janofsky & Walker
399 Park Avenue
New York, New York 10022
Attention: Neil A. Torpey, Esq.
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attention: Richard D. Bohm, Esq.
23
or to such other person or address as any party shall specify by notice in
writing to the other Partners. All such notices, requests, demands, letters,
waivers and other communications shall be deemed to have been received (w) if by
-
personal delivery on the day after such delivery, (x) if by certified or
-
registered mail, on the fifth business day after the mailing thereof, (y) if by
-
next-day or overnight mail or delivery, on the day delivered or (z) if by
-
telecopy or telegram, on the next day following the day on which such telecopy
or telegram was sent, provided that a copy is also sent by certified or
registered mail.
10.3 Governing Law. This Agreement, and its validity, construction
-------------
and performance, shall be governed by the laws of the State of Delaware, without
regard to the conflict of laws rules thereof.
10.4 Entire Understanding and Amendment. This Agreement embodies the
----------------------------------
entire agreement and understanding of the parties hereto in respect of the
subject matter contained herein. There are no restrictions, promises,
representations, warranties, covenants or undertakings among the parties hereto
relating to the subject matter contained herein, other than those expressly set
forth or referred to herein. This Agreement supersedes all prior agreements and
understandings among the parties with respect to such subject matter. This
Agreement may be amended or modified with the written consent of the General
Partners. Notwithstanding the foregoing, this Agreement may not be amended or
modified without the prior written consent of all of the General Partners, which
consent may be granted or withheld in their sole discretion, and, if in the
judgment of the General Partners such amendment or modification would materially
and adversely affect the rights of a Limited Partner, a Majority in Interest.
10.5 Miscellaneous. Except as provided in Article V, this Agreement
-------------
may not be assigned or transferred by operation of law or otherwise. This
Agreement is not intended to confer upon any other person except the parties
24
hereto any rights or remedies hereunder. If any provision of this Agreement or
the application thereof to any person or circumstance shall be prohibited by or
invalid under applicable law, the remainder of this Agreement or the application
of such provision to other persons or circumstances shall not be affected
thereby. This Agreement may be executed in one or more counterparts, all of
which shall constitute one and the same instrument. Each counterpart may consist
of a number of copies each signed by less than all, but together signed by all,
the parties hereto.
Article XI
----------
Definitions
-----------
As used in this Agreement and the Schedules hereto, the following
terms shall have the following meanings:
Act: as defined in Section 1.1 of this Agreement.
---
Adjusted Capital Account: means, with respect to any Partner, as of
------------------------
the end of any Fiscal Year, such Partner's Capital Account balance (whether
positive or negative) as of the end of such Fiscal Year, (i) increased by the
- ---------
sum of (A) such Partner's share of Partnership Minimum Gain and (B) any amount
- -
for which such Partner is personally liable with respect to liabilities of the
Partnership as of the end of such Fiscal Year (except to the extent that such
amount would duplicate the amount of any increase under clause (A) above) and
(ii) decreased by such Partner's share of the reasonably expected net
- --- ---------
allocations and distributions described in Treasury Regulations Sections 1.704-
1(b)(2)(ii)(d)(4), (5) and (6).
Adjustment Date: means (a) the close of business on the last day of
--------------- -
each Fiscal Year of the Partnership, (b) the day before the effective date of
-
the admission
25
of any additional Partner to the Partnership, (c) the day before any
-
distribution is made by the Partnership or (d) any other date selected by the
-
General Partners, in their reasonable discretion, for an interim closing of the
Partnership books. For purposes of this definition, the day before the date of
this Agreement shall be considered an Adjustment Date.
CAC: as defined in the first paragraph of this Agreement.
---
Capital Account: as defined in Section 2.6 of this Agreement.
---------------
CCE I, L.P.: means Charter Communications Entertainment I, L.P., a
-----------
Delaware limited partnership.
CCE II, L.P.: means Charter Communications Entertainment II, L.P., a
------------
Delaware limited partnership.
CCE II Loan Agreement: means the Loan Agreement, dated as of
---------------------
September 29, 1995, among CCE II, L.P., Chemical Bank as Documentation Agent,
and Nationsbank of Texas, N.A., as Administrative Agent, and the lenders named
therein, including any amendment, renewal, extension, substitution, refinancing,
replacement or other modification thereof.
CCT: as defined in the first paragraph of this Agreement.
---
Cencom Cable: means Cencom Cable Entertainment, Inc., a Delaware
------------
corporation.
Cencom Loan Agreement: means the Senior Subordinated Loan Agreement,
---------------------
dated as of September 29, 1995, between CCT and Cencom Cable Television, Inc.,
including any amendment, renewal, extension, substitution, refinancing,
replacement or other modification thereof.
26
Claims: as defined in Section 7.2 of this Agreement.
------
Code: means the Internal Revenue Code of 1986, as amended.
----
Deficit: as defined in Section 3.2 of this Agreement.
-------
Fiscal Period: means a period beginning on the day following any
-------------
Adjustment Date and ending on the next succeeding Adjustment Date.
Fiscal Year: means a year beginning on January 1 of one calendar year
-----------
and ending on December 31 of the same calendar year, provided, however, that the
-------- -------
term "Fiscal Year" shall mean with respect to the Partnership's first period of
operations the period commencing on the date hereof and ending on December 31
of the same calendar year.
General Partners: as defined in the first paragraph of this
----------------
Agreement.
Hallmark Loan Agreement: means the Senior Subordinated Loan
-----------------------
Agreement, dated as of January 18, 1995, between CCA Holdings Corp. and H C
Crown Corp., including any amendment, renewal, extension, substitution,
refinancing, replacement or other modification thereof.
Indebtedness: means any indebtedness, whether or not for money
------------
borrowed, including any amendment, renewal, extension, substitution,
refinancing, replacement or other modification thereof, directly or indirectly
created, incurred or assumed by any entity, including, without limitation,
indebtedness arising under or pursuant to the TD Loan Agreement, the Hallmark
Loan Agreement, the CCE II Loan Agreement and the Cencom Loan Agreement.
Indemnified Party: as defined in Section 7.1 of this Agreement.
-----------------
27
IPO: as defined in Article VI of this Agreement.
---
Limited Partners: as defined in the first paragraph of this
----------------
Agreement.
Majority in Interest: means a majority in interest of the Limited
--------------------
Partners, based on their Percentage Interests.
Management Agreements: means (i) the Amended and Restated Management
--------------------- -
Agreement, dated as of September 29, 1995, as the same shall be amended from
time to time, between CCE I, L.P. and the Manager and (ii) the Management
--
Agreement, dated as of September 29, 1995, as the same shall be amended from
time to time, between CCE II, L.P. and the Manager.
Manager: means Charter Communications, Inc., a Delaware corporation,
-------
or any successor manager approved by the unanimous consent of the General
Partners.
Minimum Gain Attributable to Partner Nonrecourse Debt: means that
-----------------------------------------------------
amount determined in accordance with the principles of Treasury Regulations
Section 1.704-2(i)(3), (4) and (5).
Net Profits and Losses: means, for any Fiscal Period, (a) the
---------------------- -
Partnership's share of the net income and net loss for such Fiscal Period of
each Subsidiary that is a partnership for federal income tax purposes, as
determined in accordance with the operating agreement for such Subsidiary, and
(b) in the case of any other item, the net income or net loss of the Partnership
-
for such Fiscal Period, including any items that are separately stated for
purposes of Section 702(a) of the Code, as determined in accordance with federal
income tax accounting principles with the following adjustments:
(i) any income of the Partnership that is exempt from federal income
tax shall be included as income;
28
(ii) any expenditures of the Partnership described in Code Section
705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant
to Treasury Regulations Section 1.704-1(b)(2)(iv)(1) shall be treated as
current expenses;
(iii) no effect shall be given to any adjustments made pursuant to
Section 734 or Section 743 of the Code;
(iv) the basis of property contributed to the Partnership shall
initially be treated as equal to the agreed upon valuation of such property
as reflected on Schedule A hereto and all gain, loss, depreciation and
amortization on such property shall be determined based on such agreed upon
value in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g);
(v) if the Partnership distributes any property in kind, the
Partnership shall be deemed to have sold such property for its fair market
value immediately before such distribution and the proceeds of such deemed
sale shall be deemed to have been distributed to the Partners for all
purposes of this Agreement; and
(vi) notwithstanding any other provisions of this definition, any
items which are specially allocated pursuant to Sections 3.2 through 3.8
shall not be taken into account.
Newco: as defined in Article VI of this Agreement.
-----
Nonrecourse Deductions: has the meaning set forth in Treasury
----------------------
Regulations Section 1.704-2(b)(1).
Nonrecourse Liability: has the meaning set forth in Treasury
---------------------
Regulations Section 1.704-2(b)(3).
29
Ordinary Capital Account: as described in Section 2.6 of this
------------------------
Agreement.
Partially Adjusted Capital Account: shall mean, with respect to any
----------------------------------
Partner and any Adjustment Date, the Capital Account of such Partner as of the
beginning of the Fiscal Year ending on such Adjustment Date, adjusted as set
forth in Section 2.7 for all Capital Contributions and distributions during such
Fiscal Year and for any special allocations pursuant to Sections 3.2 through 3.7
but before giving effect to any allocations of Net Profit or Net Loss for such
Fiscal Year pursuant to Section 3.1.
Partner Nonrecourse Debt: means debt of the Partnership within the
------------------------
meaning of Treasury Regulations Section 1.704-2(b)(4).
Partner Nonrecourse Deductions: has the meaning set forth in Treasury
------------------------------
Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).
Partners: means the General Partners and the Limited Partners.
--------
Partnership: as defined in Section 1.1 of this Agreement.
-----------
Partnership Minimum Gain: has the meaning set forth in Sections
------------------------
1.704-2(b)(2) and 1.704-2(d) of the Treasury Regulations.
Percentage Interest: means each Partner's proportionate share of the
-------------------
Net Profits or Net Losses of the Partnership, as set forth in Schedule A hereto.
Permitted Expenses: means, to the extent permitted pursuant to any
------------------
instrument or agreement constituting Indebtedness, general and administrative
expenses, all U.S. federal and state income taxes, state franchise taxes,
accounting fees, fees and expenses of technical and other
30
consultants, and fees and expenses of other professionals of the Partnership,
the General Partners and Cencom Cable, including, without limitation, those fees
and expenses due and payable under the Management Agreements.
Preferred Capital Account: as defined in Section 2.6 of this
-------------------------
Agreement.
Preferred Return: means, for any Fiscal Period, (i) in the case of
---------------- -
CAC or Cencom Cable, as the case may be, the product of (x) the interest
-
accruing during such Fiscal Period under the Hallmark Loan Agreement and (y) a
-
fraction, the numerator of which is the positive Preferred Capital Account
balance of CAC or Cencom Cable, as the case may be, and the denominator of which
is the sum of the positive Preferred Capital Account balances of CAC and Cencom
Cable and (ii), in the case of CCT, the interest accruing during such period
--
under the Cencom Loan Agreement.
Subsidiaries: means CCE I and CCE II and any other corporation,
------------
partnership, limited liability company or other entity of which the Partnership
owns, directly or indirectly, more than 50% of the equity.
Target Capital Account: shall mean, with respect to any Partner and
----------------------
any Adjustment Date, an amount (which may be either a positive or a deficit
balance) equal to the amount such Partner would receive as a distribution if all
assets of the Partnership as of such Adjustment Date were sold for cash equal to
the Partnership's gross book values of such assets, all Partnership liabilities
were satisfied to the extent required by their terms and the net proceeds were
distributed pursuant to Section 3.9.
TD Loan Agreement: means the Amended and Restated Loan Agreement,
-----------------
dated as of September 29, 1995, among CCE I, L.P., Toronto Dominion (Texas),
Inc. as documentation agent and managing agent and the other banks signatory
thereto, including any amendment, renewal, extension, substitution, refinancing,
replacement or other modification thereof.
31
Treasury Regulations: means the Regulations of the Treasury
--------------------
Department of the United States issued pursuant to the Code.
32
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as
of the day and year first above written.
GENERAL PARTNERS: LIMITED PARTNERS:
CCA ACQUISITION CORP. CCT HOLDINGS CORP.
By/s/ Theodore W. Browne, II By/s/ Theodore W. Browne, II
-------------------------- --------------------------
Executive Vice President Executive Vice President
CCT HOLDINGS CORP. CCA ACQUISITION CORP.
By/s/ Theodore W. Browne, II By/s/ Theodore W. Browne, II
-------------------------- --------------------------
Executive Vice President Executive Vice President
CENCOM CABLE ENTERTAINMENT, INC.
By/s/ Theodore W. Browne, II
--------------------------
Executive Vice President
33
SCHEDULE A
General Partner
---------------
Initial Initial
Initial Ordinary Preferred
Percentage Capital Capital Capital
Partner Interest Contribution Account Account
------- -------- ------------ ------- -------
CCA 1%
Acquisition
Corp.
CCT Holdings
Corp. 1%
Limited Partner
---------------
Initial Initial
Initial Ordinary Preferred
Percentage Capital Capital Capital
Partner Interest Contribution Account Account
------- -------- ------------ ------- -------
CCA
Acquisition
Corp. 21%
Cencom Cable
Entertainment,
Inc. 33%
CCT Holdings
Corp. 44%