Exhibit
      3.6(b)


**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.* § 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.









(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




-2-
 
  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,




-3-
 
  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)




(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;




-4-




(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




-5-
 
  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




-6-
 
  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




-7-
 
  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




-8-
 
  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




-9-
 
  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 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




-10-
 
  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
        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




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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-
 
  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-


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-


**EXHIBIT
      A**




**Director**


Carl
      Vogel














**EXHIBIT
      B**




**Member**


Charter
      Communications, LLC