FIRST AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
CHARTER COMMUNICATIONS II, L.P.
This First Amendment ("First Amendment") to that certain Amended and Restated Agreement of Limited Partnership of Charter Communications II, L.P., a Delaware limited partnership (the "Partnership"), dated as of March 28, 1996 (the "Partnership Agreement") by and between CCP II, Inc., a Delaware corporation ("CCP II"), and Charter Communications Southeast, L.P., a Delaware limited partnership ("Charter Southeast"), is made as of the 28th day of February, 1997, by and between CCP II and Charter Southeast.
WHEREAS, pursuant to that certain Contribution Agreement (the "Contribution Agreement"), dated as of February 28, 1997, by and among Charter Communications, Inc., CharterComm II, Inc., CharterComm II, L.L.C., CharterComm Holdings, L.P., Charter Communications Southeast Holdings, L.P., Charter Southeast, the Partnership, and Charter Communications, L.P., Charter Southeast contributed $25,000,000, certain cable television systems which serve areas in and around Stockbridge, Georgia (the "BiJo System") and certain promissory notes in the aggregate principal amount of $3.08 million held by BiJo Cablevision, Inc. (the "BiJo Notes") to the Partnership; and
WHEREAS, the parties hereto desire to amend the Partnership Agreement to provide for the foregoing transaction.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto, intending legally to be bound, do hereby agree as follows:
1. Amendment of Partnership Agreement.
A. Schedule A to the Partnership Agreement is hereby deleted and replaced in its entirety with Schedule