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                                                                     EXHIBIT 3.9

            AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                           RENAISSANCE MEDIA GROUP LLC

                     (A DELAWARE LIMITED LIABILITY COMPANY)

         This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as
amended from time to time, this "AGREEMENT") is entered into as of June 19, 2003
by Charter Communications, LLC, a Delaware limited liability company
("CHARTER"), as the sole member of Renaissance Media Group LLC, a Delaware
limited liability company (the "COMPANY").

                              W I T N E S S E T H:

         WHEREAS, the Certificate of Formation of the Company was executed and
filed in the office of the Secretary of State of the State of Delaware on March
13, 1998; and

         WHEREAS, Charter is the sole member of the Company;

         NOW, THEREFORE, in consideration of the terms and provisions set forth
herein, the benefits to be gained by the performance thereof and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the party hereby agrees as follows:

         SECTION 1. General.

         (a)      Formation. Effective as of the date and time of filing of the
Certificate of Formation in the office of the Secretary of State of the State of
Delaware, the Company was formed as a limited liability company under the
Delaware Limited Liability Company Act, 6 Del.C. Section 18-101, et. seq., as
amended from time to time (the "ACT"). Except as expressly provided herein, the
rights and obligations of the Members (as defined in Section 1(h)) in connection
with the regulation and management of the Company shall be governed by the Act.

         (b)      Name. The name of the Company shall be "Renaissance Media
Group LLC." The business of the Company shall be conducted under such name or
any other name or names that the Manager (as defined in Section 4(a)(i) hereof)
shall determine from time to time.

         (c)      Registered Agent. The address of the registered office of the
Company in the State of Delaware shall be c/o CorpAmerica, Inc., 30 Old Rudnick
Lane, Dover, DE 19901. The name and address of the registered agent for service
of process on the Company in the State of Delaware shall be CorpAmerica, Inc.,
30 Old Rudnick Lane, Dover, DE 19901. The registered office or registered agent
of the Company may be changed from time to time by the Manager.

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         (d)      Principal Office. The principal place of business of the
Company shall be at 12405 Powerscourt Drive, St. Louis, MO 63131. At any time,
the Manager may change the location of the Company's principal place of
business.

         (e)      Term. The term of the Company commenced on the date of the
filing of the Certificate of Formation in the office of the Secretary of State
of the State of Delaware, and the Company will have perpetual existence until
dissolved and its affairs wound up in accordance with the provisions of this
Agreement.

         (f)      Certificate of Formation. The execution of the Certificate of
Formation and the filing thereof in the office of the Secretary of State of the
State of Delaware are hereby ratified, confirmed and approved.

         (g)      Qualification; Registration. The Manager shall cause the
Company to be qualified, formed or registered under assumed or fictitious name
statutes or similar laws in any jurisdiction in which the Company transacts
business and in which such qualification, formation or registration is required
or desirable. The Manager, as an authorized person within the meaning of the
Act, shall execute, deliver and file any certificates (and any amendments and/or
restatements thereof) necessary for the Company to qualify to do business in a
jurisdiction in which the Company may wish to conduct business.

         (h)      Voting. Each member of the Company (if there is only one
member of the Company, the "MEMBER"; or if there are more than one, the
"MEMBERS") shall have one vote in respect of any vote, approval, consent or
ratification of any action (a "VOTE") for each one percentage point of
Percentage Interest (as defined in Section 7) held by such Member (totaling 100
Votes for all Members) (any fraction of such a percentage point shall be
entitled to an equivalent fraction of a Vote). Any vote, approval, consent or
ratification as to any matter under the Act or this Agreement by a Member may be
evidenced by such Member's execution of any document or agreement (including
this Agreement or an amendment hereto) which would otherwise require as a
precondition to its effectiveness such vote, approval, consent or ratification
of the Members.

         SECTION 2. Purposes. The Company was formed for the object and purpose
of, and the nature of the business to be conducted by the Company is, engaging
in any lawful act or activity for which limited liability companies may be
formed under the Act.

         SECTION 3. Powers. The Company shall have all powers necessary,
appropriate or incidental to the accomplishment of its purposes and all other
powers conferred upon a limited liability company pursuant to the Act.

         SECTION 4. Management.

         (a)      Management by Manager.

                  i)       Charter, as the sole member of the Company, hereby
confirms the election of Charter Communications, Inc., a Delaware corporation
("CCI"), or its successor-in-interest that acquires directly or indirectly
substantially all of the assets or business of CCI, as the Company's manager
(the "MANAGER"). CCI shall be the Manager until a simple majority of the Votes
elects otherwise. No additional person may be elected as Manager

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without the approval of a simple majority of the Votes (for purposes of this
Agreement, to the extent the context requires, the term "person" refers to both
individuals and entities). Except as otherwise required by applicable law and as
provided below with respect to the Board, the powers of the Company shall at all
times be exercised by or under the authority of, and the business, property and
affairs of the Company shall be managed by, or under the direction of, the
Manager. The Manager is a "manager" of the Company within the meaning of the
Act. Any person appointed as Manager shall accept its appointment by execution
of a consent to this Agreement.

                  ii)      The Manager shall be authorized to elect, remove or
replace directors and officers of the Company, who shall have such authority
with respect to the management of the business and affairs of the Company as set
forth herein or as otherwise specified by the Manager in the resolution or
resolutions pursuant to which such directors or officers were elected.

                  iii)     Except as otherwise required by this Agreement or
applicable law, the Manager shall be authorized to execute or endorse any check,
draft, evidence of indebtedness, instrument, obligation, note, mortgage,
contract, agreement, certificate or other document on behalf of the Company
without the consent of any Member or other person.

                  iv)      No annual or regular meetings of the Manager or the
Members are required. The Manager may, by written consent, take any action which
it is otherwise required or permitted to take at a meeting.

                  v)       The Manager's duty of care in the discharge of its
duties to the Company and the Members is limited to discharging its duties
pursuant to this Agreement in good faith, with the care a director of a Delaware
corporation would exercise under similar circumstances, in the manner it
reasonably believes to be in the best interests of the Company and its Members.

                  vi)      Except as required by the Act, no Manager shall be
liable for the debts, liabilities and obligations of the Company, including
without limitation any debts, liabilities and obligations under a judgment,
decree or order of a court, solely by reason of being a manager of the Company.

         (b)      Board of Directors.

                  i)       Notwithstanding paragraph (a) above, the Manager may
delegate its power to manage the business of the Company to a board of natural
persons designated as "directors" (the "BOARD") which, subject to the
limitations set forth below, shall have the authority to exercise all such
powers of the Company and do all such lawful acts and things as may be done by a
manager of a limited liability company under the Act and as are not by statute,
by the Certificate of Formation (as amended from time to time, the
"CERTIFICATE"), or by this Agreement (including without limitation Section 4(c)
hereof) directed or required to be exercised or done by the Manager. Except for
the rights and duties that are assigned to officers of the Company, the rights
and duties of the directors may not be assigned or delegated to any person. No
action, authorization or approval of the Board shall be required,

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necessary or advisable for the taking of any action by the Company that has been
approved by the Manager. In the event that any action of the Manager conflicts
with any action of the Board, the action of the Manager shall control.

                  ii)      Except as otherwise provided herein, directors shall
possess and may exercise all the powers and privileges and shall have all of the
obligations and duties to the Company and the Members granted to or imposed on
directors of a corporation organized under the laws of the State of Delaware.

                  iii)     The number of directors on the date hereof is one,
which number may be changed from time to time by the Manager. The director as of
the date hereof shall be as set forth on Exhibit A hereto, provided that Exhibit
A need not be amended whenever the director(s) or his or her successors are
changed in accordance with the terms of this Agreement.

                  iv)      Each director shall be appointed by the Manager and
shall serve in such capacity until the earlier of his or her resignation,
removal (which may be with or without cause) or replacement by the Manager.

                  v)       No director shall be entitled to any compensation for
serving as a director. No fee shall be paid to any director for attendance at
any meeting of the Board; provided, however, that the Company may reimburse
directors for the actual reasonable costs incurred in such attendance.

         (c)      Consent Required.

                  i)       None of the Members, Managers, directors, or officers
of the Company shall:

                           (1)      do any act in contravention of this
Agreement;

                           (2)      cause the Company to engage in any business
not permitted by the Certificate or the terms of this Agreement;

                           (3)      cause the Company to take any action that
would make it impossible to carry on the usual course of business of the Company
(except to the extent expressly provided for hereunder); or

                           (4)      possess Company property or assign rights in
Company property other than for Company purposes.

                  ii)      One hundred percentage (100%) of the Votes shall be
required to:

                           (1)      issue limited liability company interests in
the Company to any person;

                           (2)      change or reorganize the Company into any
other legal form;

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                           (3)      approve a merger or consolidation of the
Company with another person;

                           (4)      sell all or substantially all of the assets
of the Company; or

                           (5)      voluntarily dissolve the Company.

                  iii)     In addition to any approval that may be required
under Section 15(b) to the extent amendment of this Agreement is required for
any of the following actions, the affirmative vote, approval, consent or
ratification of the Manager shall be required to:

                           (1)      alter the primary purposes of the Company as
set forth in Section 2;

                           (2)      issue limited liability company interests in
the Company to any person;

                           (3)      enter into or amend any agreement which
provides for the management of the business or affairs of the Company by a
person other than the Manager (and the Board);

                           (4)      change or reorganize the Company into any
other legal form;

                           (5)      approve a merger or consolidation of the
Company with another person;

                           (6)      sell all or substantially all of the assets
of the Company;

                           (7)      operate the Company in such a manner that
the Company becomes an "investment company" for purposes of the Investment
Company Act of 1940;

                           (8)      except as otherwise provided or contemplated
herein, enter into any agreement to acquire property or services from any person
who is a director or officer of the Company;

                           (9)      settle any litigation or arbitration with
any third party, any Member, or any affiliate of any Member, except for any
litigation or arbitration brought or defended in the ordinary course of business
where the present value of the total settlement amount or damages will not
exceed $5,000,000;

                           (10)     materially change any of the tax reporting
positions or elections of the Company;

                           (11)     make or commit to any expenditures which,
individually or in the aggregate, exceed or are reasonably expected to exceed
the Company's

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total budget (as approved by the Manager) by the greater of 5% of such budget or
Five Million Dollars ($5,000,000);

                           (12)     make or incur any secured or unsecured
indebtedness which, individually or in the aggregate, exceeds Five Million
Dollars ($5,000,000), provided that this restriction shall not apply to (i) any
refinancing of or amendment to existing indebtedness which does not increase
total borrowing (including obligations under that certain Credit Agreement with
Charter Communications Operating, LLC as the borrower, dated as of March 18,
1999, as amended and restated as of January 3, 2002 and as further amended and
restated by the Second Amended and Restated Credit Agreement dated as of June
19, 2003 (as it may be amended, supplemented, modified, restated, refunded,
renewed, replaced or refinanced from time to time, the "CREDIT AGREEMENT") and
the Loan Documents (as defined in the Credit Agreement), all of which have been,
and are hereby, ratified and confirmed), (ii) any indebtedness to (or guarantee
of indebtedness of) any entity controlled by or under common control with the
Company ("INTERCOMPANY INDEBTEDNESS"), (iii) the pledge of any assets to support
any otherwise permissible indebtedness of the Company or any Intercompany
Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase
approved by the Manager; or

                           (13)     voluntarily dissolve the Company.

         (d)      Board Meetings.

                  i)       Regular Meetings. Regular meetings of the Board may
be held without notice at such time and at such place as shall from time to time
be determined by the Board, but not less often than annually.

                  ii)      Special Meetings. Special meetings of the Board may
be called by the President or any director on twenty-four (24) hours' notice to
each director; special meetings shall be called by the President or Secretary in
like manner and on like notice on the written request of Members holding a
simple majority of the Votes. Notice of a special meeting may be given by
facsimile. Attendance in person of a director at a meeting shall constitute a
waiver of notice of that meeting, except when the director objects, at the
beginning of the meeting, to the transaction of any business because the meeting
is not duly called or convened.

                  iii)     Telephonic Meetings. Directors may participate in any
regular or special meeting of the Board, by means of conference telephone or
similar communications equipment, by means of which all persons participating in
the meeting can hear each other. Participation in a meeting pursuant to this
Section 4(d)(iii) will constitute presence in person at such meeting.

                  iv)      Quorum. At all meetings of the Board, a majority of
the directors shall constitute a quorum for the transaction of business, and the
act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board, except as may be otherwise specifically
provided by statute, the Certificate or this Agreement. If a quorum is not
present at any meeting of the Board, the directors present

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thereat may adjourn the meeting from time to time until a quorum shall be
present. Notice of such adjournment shall be given to any director not present
at such meeting.

                  v)       Action Without Meeting. Unless otherwise restricted
by the Certificate or this Agreement, any action required or permitted to be
taken at any meeting of the Board may be taken without a meeting if all
directors consent thereto in writing and such written consent is filed with the
minutes of proceedings of the Board.

         (e)      Director's Duty of Care. Each director's duty of care in the
discharge of his or her duties to the Company and the Members is limited to
discharging his duties pursuant to this Agreement in good faith, with the care a
director of a Delaware corporation would exercise under similar circumstances,
in the manner he or she reasonably believes to be in the best interests of the
Company and its Members.

         SECTION 5. Officers.

         (a)      Officers. The Company shall have such officers as may be
necessary or desirable for the business of the Company. The officers may include
a Chairman of the Board, a President, a Treasurer and a Secretary, and such
other additional officers, including one or more Vice Presidents, Assistant
Secretaries and Assistant Treasurers as the Manager, the Board, the Chairman of
the Board, or the President may from time to time elect. Any two or more offices
may be held by the same individual.

         (b)      Election and Term. The President, Treasurer and Secretary
shall, and the Chairman of the Board may, be appointed by and shall hold office
at the pleasure of the Manager or the Board. The Manager, the Board, or the
President may each appoint such other officers and agents as such person shall
deem desirable, who shall hold office at the pleasure of the Manager, the Board,
or the President, and who shall have such authority and shall perform such
duties as from time to time shall, subject to the provisions of Section 5(d)
hereof, be prescribed by the Manager, the Board, or the President.

         (c)      Removal. Any officer may be removed by the action of the
Manager or the action of at least a majority of the directors then in office,
with or without cause, for any reason or for no reason. Any officer other than
the Chairman of the Board, the President, the Treasurer or the Secretary may
also be removed by the Chairman of the Board or the President, with or without
cause, for any reason or for no reason.

         (d)      Duties and Authority of Officers.

                  i)       President. The President shall be the chief executive
officer and (if no other person has been appointed as such) the chief operating
officer of the Company; shall (unless the Chairman of the Board elects
otherwise) preside at all meetings of the Members and Board; shall have general
supervision and active management of the business and finances of the Company;
and shall see that all orders and resolutions of the Board or the Manager are
carried into effect; subject, however, to the right of the directors to delegate
any specific powers to any other officer or officers. In the absence of
direction by the Manager, Board, or the Chairman of the Board to the contrary,
the President shall have the power to vote all securities held by the Company
and to issue proxies therefor. In the absence or disability of the President,
the Chairman of the Board (if any) or, if there is no

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Chairman of the Board, the most senior available officer appointed by the
Manager or the Board shall perform the duties and exercise the powers of the
President with the same force and effect as if performed by the President, and
shall be subject to all restrictions imposed upon him.

                  ii)      Vice President. Each Vice President, if any, shall
perform such duties as shall be assigned to such person and shall exercise such
powers as may be granted to such person by the Manager, the Board or by the
President of the Company. In the absence of direction by the Manager, the Board
or the President to the contrary, any Vice President shall have the power to
vote all securities held by the Company and to issue proxies therefor.

                  iii)     Secretary. The Secretary shall give, or cause to be
given, a notice as required of all meetings of the Members and of the Board. The
Secretary shall keep or cause to be kept, at the principal executive office of
the Company or such other place as the Board may direct, a book of minutes of
all meetings and actions of directors and Members. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at Board meetings,
the number of Votes present or represented at Members' meetings, and the
proceedings thereof. The Secretary shall perform such other duties as may be
prescribed from time to time by the Manager or the Board.

                  iv)      Treasurer. The Treasurer shall have custody of the
Company funds and securities and shall keep or cause to be kept full and
accurate accounts of receipts and disbursements in books of the Company to be
maintained for such purpose; shall deposit all moneys and other valuable effects
of the Company in the name and to the credit of the Company in depositories
designated by the Manager or the Board; and shall disburse the funds of the
Company as may be ordered by the Manager or the Board.

                  v)       Chairman of the Board. The Chairman of the Board, if
any, shall perform such duties as shall be assigned, and shall exercise such
powers as may be granted to him or her by the Manager or the Board.

                  vi)      Authority of Officers. The officers, to the extent of
their powers set forth in this Agreement or otherwise vested in them by action
of the Manager or the Board not inconsistent with this Agreement, are agents of
the Company for the purpose of the Company's business and the actions of the
officers taken in accordance with such powers shall bind the Company.

         SECTION 6. Members.

         (a)      Members. The Members of the Company shall be set forth on
Exhibit B hereto as amended from time to time. At the date hereof, Charter is
the sole Member, and it (or its predecessor) has heretofore contributed to the
capital of the Company. Charter is not required to make any additional capital
contribution to the Company; however, Charter may make additional capital
contributions to the Company at any time in its sole discretion (for which its
capital account balance shall be appropriately increased). Each Member shall
have a capital account in the Company, the balance of which is to be determined
in accordance

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with the principles of Treasury Regulation section 1.704-1(b)(2)(iv). The
provisions of this Agreement, including this Section 6, are intended to benefit
the Members and, to the fullest extent permitted by law, shall not be construed
as conferring any benefit upon any creditor of the Company. Notwithstanding
anything to the contrary in this Agreement, Charter shall not have any duty or
obligation to any creditor of the Company to make any contribution to the
Company.

         (b)      Admission of Members. Other persons may be admitted as Members
from time to time pursuant to the provisions of this Agreement. If an admission
of a new Member results in the Company having more than one Member, this
Agreement shall be amended in accordance with the provisions of Section 15(b) to
establish the rights and responsibilities of the Members and to govern their
relationships.

         (c)      Limited Liability. Except as required by the Act, no Member
shall be liable for the debts, liabilities and obligations of the Company,
including without limitation any debts, liabilities and obligations of the
Company under a judgment, decree or order of a court, solely by reason of being
a member of the Company.

         (d)      Competing Activities. Notwithstanding any duty otherwise
existing at law or in equity, (i) neither a Member nor a Manager of the Company,
or any of their respective affiliates, partners, members, shareholders,
directors, managers, officers or employees, shall be expressly or impliedly
restricted or prohibited solely by virtue of this Agreement or the relationships
created hereby from engaging in other activities or business ventures of any
kind or character whatsoever and (ii) except as otherwise agreed in writing or
by written Company policy, each Member and Manager of the Company, and their
respective affiliates, partners, members, shareholders, directors, managers,
officers and employees, shall have the right to conduct, or to possess a direct
or indirect ownership interest in, activities and business ventures of every
type and description, including activities and business ventures in direct
competition with the Company.

         (e)      Bankruptcy. Notwithstanding any other provision of this
Agreement, the bankruptcy (as defined in the Act) of a Member shall not cause
the Member to cease to be a member of the Company and, upon the occurrence of
such an event, the Company shall continue without dissolution.

         SECTION 7. Percentage Interests. For purposes of this Agreement,
"PERCENTAGE INTEREST" shall mean with respect to any Member as of any date the
proportion (expressed as a percentage) of the respective capital account balance
of such Member to the capital account balances of all Members. So long as
Charter is the sole member of the Company, Charter's Percentage Interest shall
be 100 percent.

         SECTION 8. Distributions. The Company may from time to time distribute
to the Members such amounts in cash and other assets as shall be determined by
the Members acting by simple majority of the Votes. Each such distribution
(other than liquidating distributions) shall be divided among the Members in
accordance with their respective Percentage Interests. Liquidating distributions
shall be made to the Members in accordance with their respective positive
capital account balances. Each Member shall be entitled to look solely to the
assets of the Company for the return of such Member's positive capital

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account balance. Notwithstanding that the assets of the Company remaining after
payment of or due provision for all debts, liabilities, and obligations of the
Company may be insufficient to return the capital contributions or share of the
Company's profits reflected in such Member's positive capital account balance, a
Member shall have no recourse against the Company or any other Member.
Notwithstanding any provision to the contrary contained in this Agreement, the
Company shall not be required to make a distribution to the Members on account
of their interest in the Company if such distribution would violate the Act or
any other applicable law.

         SECTION 9. Allocations. The profits and losses of the Company shall be
allocated to the Members in accordance with their Percentage Interests from time
to time.

         SECTION 10. Dissolution; Winding Up.

         (a)      Dissolution. The Company shall be dissolved upon (i) the
adoption of a plan of dissolution by the Members acting by unanimity of the
Votes and the approval of the Manager or (ii) the occurrence of any other event
required to cause the dissolution of the Company under the Act.

         (b)      Effective Date of Dissolution. Any dissolution of the Company
shall be effective as of the date on which the event occurs giving rise to such
dissolution, but the Company shall not terminate unless and until all its
affairs have been wound up and its assets distributed in accordance with the
provisions of the Act and the Certificate is cancelled.

         (c)      Winding Up. Upon dissolution of the Company, the Company shall
continue solely for the purposes of winding up its business and affairs as soon
as reasonably practicable. Promptly after the dissolution of the Company, the
Manager shall immediately commence to wind up the affairs of the Company in
accordance with the provisions of this Agreement and the Act. In winding up the
business and affairs of the Company, the Manager may, to the fullest extent
permitted by law, take any and all actions that it determines in its sole
discretion to be in the best interests of the Members, including, but not
limited to, any actions relating to (i) causing written notice by registered or
certified mail of the Company's intention to dissolve to be mailed to each known
creditor of and claimant against the Company, (ii) the payment, settlement or
compromise of existing claims against the Company, (iii) the making of
reasonable provisions for payment of contingent claims against the Company and
(iv) the sale or disposition of the properties and assets of the Company. It is
expressly understood and agreed that a reasonable time shall be allowed for the
orderly liquidation of the assets of the Company and the satisfaction of claims
against the Company so as to enable the Manager to minimize the losses that may
result from a liquidation.

         SECTION 11. Transfer. At such time as the Company has more than one
Member, no Member shall transfer (whether by sale, assignment, gift, pledge,
hypothecation, mortgage, exchange or otherwise) all or any part of his, her or
its limited liability company interest in the Company to any other person
without the prior written consent of each of the other Members; provided,
however, that this Section 11 shall not restrict the ability of any Member to
transfer (at any time) (i) all or a portion of its limited liability company
interest

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in the Company to another Member or (ii) pursuant to the Loan Documents (as
defined in the Credit Agreement). Upon the transfer of a Member's limited
liability company interest, the Manager shall provide notice of such transfer to
each of the other Members and shall amend Exhibit B hereto to reflect the
transfer.

         SECTION 12. Admission of Additional Members. The admission of
additional or substitute Members to the Company shall be accomplished by the
amendment of this Agreement, including Exhibit B, in accordance with the
provisions of Section 15(b), pursuant to which amendment each additional or
substitute Member shall agree to become bound by this Agreement.

         SECTION 13. Tax Matters. As of the date of this Agreement, the Company
is a single-owner entity for United States federal tax purposes. So long as the
Company is a single-owner entity for federal income tax purposes, it is intended
that for federal, state and local income tax purposes the Company be disregarded
as an entity separate from its owner for income tax purposes and its activities
be treated as a division of such owner. In the event that the Company has two or
more Members for federal income tax purposes, it is intended that (i) the
Company shall be treated as a partnership for federal, state and local income
tax purposes, and the Members shall not take any position or make any election,
in a tax return or otherwise, inconsistent therewith and (ii) this Agreement
will be amended to provide for appropriate book and tax allocations pursuant to
subchapter K of the Internal Revenue Code of 1986, as amended.

         SECTION 14. Exculpation and Indemnification.

         (a)      Exculpation. Neither the Members, the Manager, the directors
of the Company, the officers of the Company, their respective affiliates, nor
any person who at any time shall serve, or shall have served, as a director,
officer, employee or other agent of any such Members, Manager, directors,
officers, or affiliates and who, in such capacity, shall engage, or shall have
engaged, in activities on behalf of the Company (a "SPECIFIED AGENT") shall be
liable, in damages or otherwise, to the Company or to any Member for, and
neither the Company nor any Member shall take any action against such Members,
Manager, directors, officers, affiliates or Specified Agent, in respect of any
loss which arises out of any acts or omissions performed or omitted by such
person pursuant to the authority granted by this Agreement, or otherwise
performed on behalf of the Company, if such Member, Manager, director, officer,
affiliate, or Specified Agent, as applicable, in good faith, determined that
such course of conduct was in the best interests of the Company and within the
scope of authority conferred on such person by this Agreement or approved by the
Manager. Each Member shall look solely to the assets of the Company for return
of such Member's investment, and if the property of the Company remaining after
the discharge of the debts and liabilities of the Company is insufficient to
return such investment, each Member shall have no recourse against the Company,
the other Members or their affiliates, except as expressly provided herein;
provided, however, that the foregoing shall not relieve any Member or the
Manager of any fiduciary duty, duty of care or duty of fair dealing to the
Members that it may have hereunder or under applicable law.

         (b)      Indemnification. In any threatened, pending or completed
claim, action, suit or proceeding to which a Member, a Manager, a director of
the Company, any officer of the

                                      -11-
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Company, their respective affiliates, or any Specified Agent was or is a party
or is threatened to be made a party by reason of the fact that such person is or
was engaged in activities on behalf of the Company, including without limitation
any action or proceeding brought under the Securities Act of 1933, as amended,
against a Member, a Manager, a director of the Company, any officer of the
Company, their respective affiliates, or any Specified Agent relating to the
Company, the Company shall to the fullest extent permitted by law indemnify and
hold harmless the Members, Manager, directors of the Company, officers of the
Company, their respective affiliates, and any such Specified Agents against
losses, damages, expenses (including attorneys' fees), judgments and amounts
paid in settlement actually and reasonably incurred by or in connection with
such claim, action, suit or proceeding; provided, however, that none of the
Members, Managers, directors of the Company, officers of the Company, their
respective affiliates or any Specified Agent shall be indemnified for actions
constituting bad faith, willful misconduct, or fraud. Any act or omission by any
such Member, Manager, director, officer, or any such affiliate or Specified
Agent, if done in reliance upon the opinion of independent legal counsel or
public accountants selected with reasonable care by such Member, Manager,
director, officer, or any such affiliate or Specified Agent, as applicable,
shall not constitute bad faith, willful misconduct, or fraud on the part of such
Member, Manager, director, officer, or any such affiliate or Specified Agent.

         (c)      No Presumption. The termination of any claim, action, suit or
proceeding by judgment, order or settlement shall not, of itself, create a
presumption that any act or failure to act by a Member, a Manager, a director of
the Company, any officer of the Company, their respective affiliates or any
Specified Agent constituted bad faith, willful misconduct or fraud under this
Agreement.

         (d)      Limitation on Indemnification. Any such indemnification under
this Section 14 shall be recoverable only out of the assets of the Company and
not from the Members.

         (e)      Reliance on the Agreement. To the extent that, at law or in
equity, a Member, Manager, director of the Company, officer of the Company or
any Specified Agent has duties (including fiduciary duties) and liabilities
relating thereto to the Company or to any Member or other person bound by this
Agreement, such Member, Manager, director, officer or any Specified Agent acting
under this Agreement shall not be liable to the Company or to any Member or
other person bound by this Agreement for its good faith reliance on the
provisions of this Agreement. The provisions of this Agreement, to the extent
that they restrict the duties and liabilities of a Member, Manager, director of
the Company, officer of the Company or any Specified Agent otherwise existing at
law or in equity, are agreed by the parties hereto to replace such other duties
and liabilities of such Member, Manager, director or officer or any Specified
Agent.

         SECTION 15. Miscellaneous.

         (a)      Certificate of Limited Liability Company Interest. A Member's
limited liability company interest may be evidenced by a certificate of limited
liability company interest executed by the Manager or an officer in such form as
the Manager may approve; provided that such certificate of limited liability
company interest shall not bear a legend

                                      -12-
<PAGE>

that causes such limited liability company interest to constitute a security
under Article 8 (including Section 8-103) of the Uniform Commercial Code as
enacted and in effect in the State of Delaware, or the corresponding statute of
any other applicable jurisdiction.

         (b)      Amendment. The terms and provisions set forth in this
Agreement may be amended, and compliance with any term or provision set forth
herein may be waived, only by a written instrument executed by each Member. No
failure or delay on the part of any Member in exercising any right, power or
privilege granted hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege granted hereunder.

         (c)      Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the Members and their respective successors and assigns.

         (d)      Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard
to any conflicts of law principles that would require the application of the
laws of any other jurisdiction.

         (e)      Severability. In the event that any provision contained in
this Agreement shall be held to be invalid, illegal or unenforceable for any
reason, the invalidity, illegality or unenforceability thereof shall not affect
any other provision hereof.

         (f)      Multiple Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         (g)      Entire Agreement. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersedes and replaces any prior or contemporaneous understandings. This
Agreement amends and restates the Amended and Restated Limited Liability Company
Agreement of the Company dated as of April 29, 1999.

         (h)      Relationship between the Agreement and the Act. Regardless of
whether any provision of this Agreement specifically refers to particular
Default Rules (as defined below), (i) if any provision of this Agreement
conflicts with a Default Rule, the provision of this Agreement controls and the
Default Rule is modified or negated accordingly, and (ii) if it is necessary to
construe a Default Rule as modified or negated in order to effectuate any
provision of this Agreement, the Default Rule is modified or negated
accordingly. For purposes of this Section 15(h), "DEFAULT RULE" shall mean a
rule stated in the Act which applies except to the extent it may be negated or
modified through the provisions of a limited liability company's Limited
Liability Company Agreement.

                                      -13-
<PAGE>

         IN WITNESS WHEREOF, the party has caused this Agreement to be duly
executed on the date first above written.

                                             CHARTER COMMUNICATIONS, LLC, a
                                             Delaware limited liability company

                                             By: /s/ Marcy Lifton
                                                --------------------------------
                                                Name: Marcy Lifton
                                                Title:Vice President

Accepting its appointment as the Company's Manager subject to the provisions of
this Agreement, approving the amendment and restatement of the prior limited
liability company agreement by this Agreement, and agreeing to be bound by this
Agreement:

                                             CHARTER COMMUNICATIONS, INC., a
                                             Delaware corporation

                                             By: /s/ Marcy Lifton
                                                -------------------------------
                                                Name:  Marcy Lifton
                                                Title: Vice President

                                      -14-
<PAGE>

                                    EXHIBIT A

DIRECTOR

Carl Vogel

                                    EXHIBIT B

MEMBER

Charter Communications, LLC

                                      -15-