Exhibit 10.4


     

    Exhibit
      10.4

     

    
      

      

    

    


     

    PLEDGE
      AGREEMENT

     

    made
      by

     

    CCO
      Holdings, LLC

     

    in
      favor
      of

     

    Bank
      of
      America, N.A.,

    as
      Collateral Agent

     

     

    Dated
      as
      of March 6, 2007

     

     

    


    
      

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    
      Page

       

      
        	SECTION I. DEFINED TERMS	
                 1

              
	 	 	 	 
	 	Section
                1.1	Definitions	
                 1

              
	 	Section
                1.2	
                Other
                  Definitional Provisions

              	
                3

              


      

       

      
        
          
            	SECTION 2. GRANT OF SECURITY
                    INTEREST	
                    3

                  


          

          
            	 	 	 	 
	
                  	Section
                    2.1	
                    Collateral

                  	
                    3

                  


          

          
          

           

          
            
              
                
                  
                    	SECTION 3. REPRESENTATIONS
                            AND
                            WARRANTIES	
                            4

                          
	 	 	 	
                             

                          
	 	Section
                            3.1	
                            Title;
                              No Other Liens

                          	
                            4

                          
	 	Section
                            3.2	
                            Perfected
                              Liens

                          	
                             4

                          
	 	Section
                            3.3	Jurisdiction
                            of Organization	
                             4

                          
	 	Section
                            3.4	Pledged
                            LLC Interests	
                             4

                          


                  

                   

                

              

            

          

          
            
              
                
                  
                    
                      
                        	SECTION 4. COVENANTS	
                                5

                              
	 	 	 	 
	 	Section
                                4.1	Maintenance
                                of Perfect Security Interest; Further Documentation	
                                 5

                              
	 	Section
                                4.2	Changes
                                in Locations, Name, etc	
                                5

                              
	 	Section
                                4.3	Pledged
                                LLC Interests	
                                 6

                              


                      

                    

                  

                

              

            

          

           

          
            
              
                
                  
                    
                      
                        
                          	SECTION 5. PARI
                                  PASSU SECURED
                                  INDEBTEDNESS	
                                  6

                                
	 	 	 	 
	 	Section
                                  5.1	Additional
                                  Secured Obligations	
                                   6

                                


                        

                      

                    

                  

                

              

            

             

          

          
            
              
                
                  
                    
                      
                        	SECTION
                                6. REMEDIAL
                                PROVISIONS	
                                7

                              
	 	 	 	 
	 	Section
                                6.1	
                                
                                  Remedies

                                

                              	
                                7

                              
	 	Section
                                6.2	
                                
                                  Proceeds
                                    to be Turned Over to Collateral Agent

                                

                              	
                                8

                              
	 	Section
                                6.3	Code
                                and Other Remedies	
                                 8

                              
	 	Section
                                6.4	Application
                                of Proceeds from Collateral	
                                 8

                              
	 	Section
                                6.5	Deficiency	
                                 9

                              
	 	Section
                                6.6	Control
                                by Majority	
                                 9

                              


                      

                    

                  

                   

                  
                    
                      
                        
                          
                            
                              
                                	SECTION
                                        7. THE COLLATERAL
                                        AGENT	
                                        10

                                      


                              

                              
                                	 	 	 	 
	
                                      	Section
                                        7.1	Collateral
                                        Agent's Appointment as Attorney-in-Fact,
                                        etc	
                                         10

                                      
	 	Section
                                        7.2	Duty of
                                        Collateral Agent	
                                         10

                                      
	 	Section
                                        7.3	Financing
                                        Statements	
                                         10

                                      
	 	Section
                                        7.4	Authority
                                        of Collateral
                                        Agent	
                                         11

                                      
	 	Section
                                        7.5	Limitation
                                        on Duty of Collateral Agent in Respect of
                                        Collateral	
                                        11

                                      
	 	Section
                                        7.6	Reliance	
                                         11

                                      
	 	Section
                                        7.7	Consultation
                                        with Counsel, Etc	
                                         12

                                      
	 	Section
                                        7.8	Successor
                                        Collateral Agent	
                                         12

                                      


                              

                              
                              

                               

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  
                    	SECTION
                            8. MISCELLANEOUS	
                            12

                          


                  

                  
                    	 	 	 	 
	
                          	Section
                            8.1	Amendments
                            in Writing	
                             12

                          
	 	Section 8.2	Notices	
                             13

                          
	 	Section 8.3	No Waiver by Course
                            of Conduct; Cumulative
                            Remedies	
                             13

                          
	 	Section 8.4	Enforcement Expenses;
                            Indemnification	
                             13

                          
	 	Section 8.5	Successors
                            and Assigns	
                             13

                          
	 	Section
                            8.6	Counterparts	
                             14

                          
	 	Section
                            8.7	Severablility	
                             14

                          
	 	Section
                            8.8	Section
                            Headers	
                             14

                          


                  

                  
                  

                   

                

              

            

          

        

      

      
        
          
            
              
              

            

            
              -i-

              
                

              

            

            
              
              

            

          

          
             

            Page

          

           

          
            	 	Section
                    8.9	Integration	
                     14

                  
	 	Section
                    8.10	GOVERNING
                    LAW	
                    14

                  
	 	Section
                    8.11	Submission
                    to Jurisdiction; Waivers	
                    14

                  
	 	Section
                    8.12	Acknowledgments	
                    15

                  
	 	Section
                    8.13	Release	
                    15

                  
	 	Section
                    8.14	WAIVER
                    OF JURY TRIAL	
                     16

                  
	 	Section 8.15	Intercreditor
                    Agreement	
                     16

                  


          

        

         

      

    

     

    ANNEXES

     

    Annex
      1 Form
      of
      Issuer’s Acknowledgment and Consent

    Annex
      2 Form
      of
      Acknowledgement

    



    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

        
        

      

    



    PLEDGE
      AGREEMENT

     

    PLEDGE
      AGREEMENT, dated as of March 6, 2007, made by CCO Holdings, LLC, a Delaware
      limited liability company (the “Grantor”),
      in
      favor of BANK OF AMERICA, N.A., as collateral agent (in such capacity, the
      “Collateral
      Agent”)
      for
      the Secured Parties (as defined below).

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      the Grantor, Bank of America, N.A., as administrative agent (in such capacity,
      the “Administrative
      Agent”)
      and
      the other parties thereto are concurrently with the execution hereof entering
      into the Credit Agreement (as amended, amended and restated or otherwise
      modified from time to time, the “Credit
      Agreement”),
      dated
      as of the date hereof; and

     

    WHEREAS,
      it is a condition precedent to the initial borrowings under the Credit Agreement
      that the Grantor enter into this Agreement in order to secure the Secured
      Obligations.

     

    NOW,
      THEREFORE, in consideration of the above premises, the parties hereto hereby
      agree as follows:

     

    SECTION
      1.   DEFINED
      TERMS

     

    1.1  Definitions

     

    (a)  Unless
      otherwise defined herein, terms defined in the Credit Agreement and used herein
      shall have the meanings given to them in the Credit Agreement, and the term
      Certificated Security is used herein as defined in the Applicable
      UCC.

     

    (b)  The
      following terms shall have the following meanings:

     

    “Acknowledgment”:
      as
      defined in Section 5.1.

     

    “Agreement”:
      this
      Pledge Agreement, as the same may be amended, supplemented, restated or
      otherwise modified from time to time.

     

    “Applicable
      UCC”:
      the
      Uniform Commercial Code as from time to time in effect in the State of New
      York;
provided,
      however,
      that,
      at any time, if by reason of mandatory provisions of law, any or all of the
      perfection or priority of the Collateral Agent’s and the Secured Parties’
security interest in any item or portion of the Collateral is governed by the
      Uniform Commercial Code as in effect in a jurisdiction other than the State
      of
      New York, the term “Applicable UCC” shall mean the Uniform Commercial Code as in
      effect, at such time, in such other jurisdiction for purposes of the provisions
      hereof relating to such perfection or priority and for purposes of definitions
      relating to such provisions.

     

    “Bankruptcy
      Code”
means
      the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended from time
      to time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Collateral”:
      as
      defined in Section 2.1.

     

    “Event
      of Default”:
      as
      defined in the Credit Agreement and also including any “event of default” as
      defined in any Pari Passu Secured Indebtedness Document.

     

    “Grantor”:
      as
      defined in the preamble.

     

    “Insolvency
      Proceeding or Liquidation”
means
      (i) any voluntary or involuntary case or proceeding under the Bankruptcy Code
      with respect to the Grantor, (ii) any other voluntary or involuntary insolvency,
      reorganization or bankruptcy case or proceeding, or any receivership,
      liquidation, reorganization or other similar case or proceeding with respect
      to
      the Grantor or with respect to a material portion of its assets, (iii) any
      liquidation, dissolution, reorganization or winding up of the Grantor, whether
      voluntary or involuntary and whether or not involving insolvency or bankruptcy,
      and whether or not involving any judicial or other proceeding, or (iv) any
      general assignment for the benefit of creditors or any other marshalling of
      assets and liabilities of the Grantor.

     

    “Intercreditor
      Agreement”:
      as
      defined in the Credit Agreement and also including any other intercreditor
      agreement entered into by the Collateral Agent in accordance with the terms
      of
      the Credit Agreement in order to subordinate the Lien securing the Secured
      Obligations to the Liens on the Collateral securing any other obligations of
      Grantor.

     

    “Issuer”:
      Charter Communications Operating, LLC, a Delaware limited liability
      company.

     

    “Pari
      Passu Representative”
means,
      in the case of any Pari Passu Secured Indebtedness, the collateral agent, agent
      or representative of the holders of such Pari Passu Secured Indebtedness who
      maintains the transfer register for such Pari Passu Secured Indebtedness and
      is
      appointed as a collateral agent, agent or representative (for purposes related
      to the administration of the security documents) pursuant to the indenture,
      credit agreement or other agreement governing such Pari Passu Secured
      Indebtedness, together with its successors in such capacity.

     

    “Pari
      Passu Secured Indebtedness”
means
      any Indebtedness (including pursuant to any Guarantee) which is designated
      as
      Pari Passu Secured Indebtedness in accordance with the procedures set forth
      in
      Section 5.1.

     

    “Pari
      Passu Secured Indebtedness Documents”
means
      any documents entered into in connection with the incurrence of Pari Passu
      Secured Indebtedness.

     

    “Permitted
      Collateral Liens”
as
      defined in Section 3.1.

     

    “Pledged
      LLC Interests”:
      in
      each case, whether now existing or hereafter acquired, all of the Grantor’s
      right, title and interest in and to the Equity Interests of the Issuer, from
      time to time outstanding.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    “Post-Petition
      Interest”means
      any interest or entitlement to fees or expenses or other charges that accrues
      after the commencement of any Insolvency Proceeding or Liquidation, whether
      or
      not allowed or allowable in any such Insolvency Proceeding or
      Liquidation.

     

    “Prior
      Lien Indebtedness”
means
      all Indebtedness that is secured by a Lien that is permitted to rank prior
      to
      the Lien of this Agreement pursuant to the terms of this Agreement.

     

    “Proceeds”:
      all
“proceeds” as such term is defined in Section 9-102(a)(64) of the
      Applicable UCC and, in any event, shall include, without limitation, all
      dividends, distributions or other income from the Pledged LLC Interests,
      collections thereon or distributions or payments with respect
      thereto.

     

    “Secured
      Indebtedness Documents”:
      the
      collective reference to the Loan Documents and any Pari Passu Secured
      Indebtedness Documents.

     

    “Secured
      Obligations”:
      the
      collective reference to all principal of and interest (including without
      limitation any Post-Petition Interest) and premium (if any) on all indebtedness
      under, and all fees expenses and other amounts (including costs and
      indemnification obligations) payable from time to time pursuant to (i) the
      Credit Agreement and the Loans (including any Incremental Loans), this Agreement
      and any other document made, delivered or given in connection with any of the
      foregoing and (ii) each other Pari Passu Secured Indebtedness Document and
      any
      loans, notes or other extensions of credit thereunder.

     

    “Secured
      Parties”:
      the
      Administrative Agent, the Collateral Agent, the Lenders and any other holders
      of
      Secured Obligations.

     

    1.2  Other
      Definitional Provisions

     

    (a)  The
      words
“hereof,” “herein”, “hereto” and “hereunder” and words of similar import when
      used in this Agreement shall refer to this Agreement as a whole and not to
      any
      particular provision of this Agreement, and Section  references are to this
      Agreement unless otherwise specified.

     

    (b)  The
      meanings given to terms defined herein shall be equally applicable to both
      the
      singular and plural forms of such terms. The term “including” means “including
      without limitation.”

     

    (c)  References
      to any agreement shall be to such agreement as amended, amended and restated
      or
      otherwise modified from time to time.

     

     

    SECTION
      2.   GRANT
      OF
      SECURITY INTEREST

     

    2.1  Collateral.

     

    The
      Grantor hereby grants to the Collateral Agent, for the benefit of the Secured
      Parties, a security interest in all of the following property now owned or
      at
      any time hereafter acquired by the Grantor or in which the Grantor now has
      or at
      any time in the future may acquire 

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

       

      any
        right, title or interest (collectively, the “Collateral”),
        as
        collateral security for the prompt and complete payment and performance when
        due
        (whether at the stated maturity, by acceleration or otherwise) of the Secured
        Obligations: all Pledged LLC Interests and all Proceeds
        thereof.

    

     

     

    SECTION
      3.   REPRESENTATIONS
      AND WARRANTIES

     

    To
      induce
      the Collateral Agent and the Lenders to enter into the Credit Agreement, the
      Grantor hereby represents and warrants to the Collateral Agent and each other
      Secured Party that:

     

    3.1  Title;
      No Other Liens.

     

    Except
      for the security interest granted to the Collateral Agent for the benefit of
      the
      Secured Parties pursuant to this Agreement, the Grantor owns each item of the
      Collateral free and clear of any and all Liens or claims of others, except
      for
      Liens not prohibited by the Credit Agreement (“Permitted
      Collateral Liens”).
      No
      financing statement or other public notice with respect to all or any part
      of
      the Collateral is on file or of record in any public office, except such as
      have
      been filed in favor of the Collateral Agent, for the benefit of the Secured
      Parties, pursuant to this Agreement and except for other filings with respect
      to
      Permitted Collateral Liens.

     

    3.2  Perfected
      Liens.

     

    Upon
      the
      filing of financing statements in proper form for filing in the office of the
      Secretary of State of Delaware, the security interest granted pursuant to this
      Agreement, (a) will constitute a valid perfected security interest in all
      of the Collateral in favor of the Collateral Agent, for the benefit of the
      Secured Parties, as collateral security for the Secured Obligations and (b)
      will
      be prior to all other Liens on the Collateral in existence on the date hereof
      except for Permitted Collateral Liens.

     

    3.3  Jurisdiction
      of Organization.

     

    On
      the
      date hereof, the Grantor’s jurisdiction of organization is the State of
      Delaware. The Grantor has furnished to the Collateral Agent a certified
      certificate of formation and long-form good standing certificate from the State
      of Delaware as of a date which is recent to the date hereof.

     

    3.4  Pledged
      LLC
      Interests.

     

    (a)  The
      Pledged LLC Interests constitute all the issued and outstanding shares of all
      classes of the Equity Interests of the Issuer.

     

    (b)  The
      Pledged LLC Interests have been duly and validly issued.

     

    (c)  None
      of
      the Pledged LLC Interests constitutes a security under Section 8-103 of the
      Applicable UCC or the corresponding code or statute of any other applicable
      jurisdiction.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (d)  The
      Grantor is the record and beneficial owner of the Pledged LLC Interests, free
      of
      any and all Liens or options in favor of, or claims of, any other Person, except
      the security interest created by this Agreement (subject to Permitted Collateral
      Liens).

     

     

    SECTION
      4.   COVENANTS

     

    The
      Grantor covenants and agrees that, from and after the date of this Agreement
      until the Secured Obligations shall have been paid in full or the relevant
      Collateral has been released in accordance with Section 8.13:

     

    4.1  Maintenance
      of Perfected Security Interest; Further Documentation.

     

    (a)  The
      Grantor shall take all reasonable and necessary actions to maintain the security
      interest created by this Agreement as a perfected security interest (subject
      to
      Permitted Collateral Liens) with the priority required by the Credit Agreement
      and shall defend such security interest against the claims and demands of all
      Persons whomsoever (other than the holders of Permitted Collateral
      Liens).

     

    (b)  The
      Grantor will furnish to the Collateral Agent from time to time, as reasonably
      requested by the Collateral Agent, statements and schedules further identifying
      and describing the assets and property of the Grantor constituting, or intended
      to constitute Collateral.

     

    (c)  At
      any
      time and from time to time, at the sole expense of the Grantor, the Grantor
      will
      promptly and duly execute and deliver, and have recorded, such further
      instruments and documents and take such further actions as may be necessary
      or
      as the Collateral Agent may reasonably request for the purpose of obtaining
      or
      preserving the full benefits of this Agreement and of the rights and powers
      herein granted, including, without limitation, filing any financing or
      continuation statements under the Uniform Commercial Code (or other similar
      laws) in effect in any jurisdiction with respect to the security interests
      created hereby.

     

    4.2  Changes
      in Locations, Name, etc.

     

    The
      Grantor will not:

     

    (a)  change
      its jurisdiction of organization from that referred to in Section 3.3;
      or

     

    (b)  change
      its name to such an extent that any financing statement filed in connection
      with
      this Agreement would become seriously misleading;

     

    unless,
      within 30 days of the taking of any such actions, the Grantor delivers to the
      Collateral Agent notice of such change and all documents necessary to maintain
      the validity, perfection and priority of the security interests provided for
      herein.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    4.3  Pledged
      LLC
      Interests.

     

    (a)  If
      any
      Collateral shall be or become evidenced by a certificated security or if the
      Grantor shall become entitled to receive or shall receive any certificate
      (including, without limitation, any certificate representing a dividend or
      a
      distribution in connection with any reclassification, increase or reduction
      of
      capital or any certificate issued in connection with any reorganization), option
      or rights in respect of the Equity Interests of the Issuer, whether in addition
      to, in substitution of, as a conversion of, or in exchange for, any of the
      Pledged LLC Interests, or otherwise in respect thereof, the Grantor shall accept
      the same as the agent of the Collateral Agent and the other Secured Parties,
      hold the same in trust for the Collateral Agent and the other Secured Parties,
      and, with respect to any certificated security, deliver the same forthwith
      to
      the Collateral Agent in the exact form received, duly indorsed by the Grantor
      to
      the Collateral Agent, together with an undated power covering such certificated
      security duly executed in blank by the Grantor, to be held by the Collateral
      Agent, subject to the terms hereof, as additional collateral security for the
      Secured Obligations; provided, that the Grantor shall not be required to deliver
      any such certificated security to the Collateral Agent to the extent such
      certificated security is required to be delivered to the representative for
      any
      holders of Prior Lien Indebtedness.

     

    (b)  Without
      delivery of all certificates representing any equity interests in the Issuer
      to
      the extent required by clause (a) above, the Grantor will not, and will not
      permit the Issuer to, amend the Issuer’s certificate of formation or operating
      agreement to provide that any Equity Interests in the Issuer constitute a
      security under Section 8-103 of the Applicable UCC or the corresponding
      code or statute of any other applicable jurisdiction.

     

    (c)  The
      Grantor shall cause the Issuer to execute and deliver on the date hereof the
      Issuer’s Acknowledgment and Consent in the form of Annex
      1
      hereto.

     

    (d)  Notwithstanding
      anything herein to the contrary, the Grantor shall be entitled to (i) receive,
      retain and dispose of, free of the Lien of this Agreement, in its absolute
      discretion the proceeds of all Restricted Payments and Investments received
      by
      the Grantor, and (ii) make Restricted Payments and Investments with its funds
      free of the Lien of this Agreement, and engage in other transactions in respect
      of its assets (including Collateral), in each case to the extent otherwise
      permissible under the Secured Indebtedness Documents, provided that (A) any
      distribution in respect of Collateral resulting from any Insolvency Proceeding
      or Liquidation shall be subject to Section 6.1(b), and (B) the proceeds of
      any
      sale or other disposition of the Equity Interests of the Issuer shall constitute
      Collateral hereunder.

     

     

    SECTION
      5.   PARI
      PASSU SECURED INDEBTEDNESS

     

    5.1  Additional
      Secured Obligations.

     

    The
      Grantor may from time to time designate additional Indebtedness as “Pari Passu
      Secured Indebtedness” for the purposes hereof by delivering to the Collateral
      Agent (i) an Officer’s Certificate that (A) identifies such Indebtedness
      and the material financial terms thereof, (B) states that the obligations
      thereunder are designated as “Pari Passu Secured 

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

       

      Indebtedness”
        for the purposes hereof and (C) states that such Indebtedness is permitted
        pursuant to the terms of the Secured Indebtedness Documents to be secured
        on a
        pari passu basis with the other Secured Obligations, and (ii) an acknowledgment
        from the holders of such Pari Passu Secured Indebtedness (or a Pari Passu
        Representative acting on their behalf) in the form of Annex
        2
        hereto
        (the “Acknowledgment”).

    

     

     

    SECTION
      6.   REMEDIAL
      PROVISIONS

     

    6.1  Remedies.

     

    (a)  Unless
      an
      Event of Default shall have occurred and be continuing and the Collateral Agent
      shall have given written notice to the Grantor of the Collateral Agent’s intent
      to exercise its corresponding rights pursuant to Section 6.1(b), the Grantor
      shall be permitted to receive all cash dividends paid in respect of the Pledged
      LLC Interests and to exercise all voting and organizational rights with respect
      to the Pledged LLC Interests; provided,
      however,
      that no
      vote shall be cast or right exercised or other action taken which, in the
      Collateral Agent’s reasonable judgment, would impair the Collateral or which
      would be inconsistent with or result in any violation of any provision of the
      Credit Agreement, this Agreement or any other Secured Indebtedness
      Document.

     

    (b)  Subject
      to any rights of holders of Prior Lien Indebtedness, if an Event of Default
      shall occur and be continuing and the Collateral Agent shall give written notice
      of its intent to exercise such rights to the relevant Grantor or Grantors,
      (i)
      the Collateral Agent shall have the right to receive any and all cash dividends,
      payments or other Proceeds paid in respect of the Pledged LLC Interests and
      make
      application thereof to the Secured Obligations in the order specified in Section
      6.4, and (ii) any or all of the Pledged LLC Interests shall be registered in
      the
      name of the Collateral Agent or its nominee, and the Collateral Agent or its
      nominee may thereafter exercise (x) all voting, organizational and other rights
      pertaining to such Pledged LLC Interests at any meeting of shareholders of
      the
      Issuer or otherwise and (y) any and all rights of conversion, exchange and
      subscription and any other rights, privileges or options pertaining to such
      Pledged LLC Interests as if it were the absolute owner thereof (including,
      without limitation, the right to exchange at its discretion any and all of
      the
      Pledged LLC Interests upon the merger, consolidation, reorganization,
      recapitalization or other fundamental change in the organizational structure
      of
      the Issuer, or upon the exercise by the Grantor or the Collateral Agent of
      any
      right, privilege or option pertaining to such Pledged LLC Interests, and in
      connection therewith, the right to deposit and deliver any and all of the
      Pledged LLC Interests with any committee, depositary, transfer agent, registrar
      or other designated agency upon such terms and conditions as the Collateral
      Agent may determine), all without liability except to account for property
      actually received by it, but the Collateral Agent shall have no duty to the
      Grantor to exercise any such right, privilege or option and shall not be
      responsible for any failure to do so or delay in so doing.

     

    (c)  The
      Grantor hereby authorizes and instructs the Issuer to (i) comply with any
      instruction received by it from the Collateral Agent in writing that (x) states
      that an Event of Default has occurred and is continuing and (y) is otherwise
      in
      accordance with the terms of this Agreement, without any other or further
      instructions from the Grantor, and the Grantor agrees

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

       

      that
        the
        Issuer shall be fully protected in so complying, and (ii) to the extent required
        by clause (b) above, pay any dividends or other payments with respect to
        the
        Pledged LLC Interests directly to the Collateral Agent.

    

     

    6.2  Proceeds
      to be Turned Over to Collateral Agent.
      Subject
      to the rights of holders of Priority Lien Indebtedness, if an Event of Default
      shall occur and be continuing, following written notice from the Collateral
      Agent, all Proceeds of Collateral received by the Grantor consisting of cash,
      checks and other near-cash items shall be held by the Grantor in trust for
      the
      Collateral Agent and the other Secured Parties, segregated from other funds
      of
      the Grantor, and shall, forthwith upon receipt by the Grantor, be turned over
      to
      the Collateral Agent in the exact form received by the Grantor (duly indorsed
      by
      the Grantor to the Collateral Agent, if required). All Proceeds received by
      the
      Collateral Agent hereunder shall be held by the Collateral Agent in an account
      maintained under its sole dominion and control. All Proceeds while held by
      the
      Collateral Agent in any such account (or by the Grantor in trust for the
      Collateral Agent and the Secured Parties) shall continue to be held as
      collateral security for all the Secured Obligations and shall not constitute
      payment thereof until applied as provided in Section 6.4.

     

    6.3  Code
      and Other Remedies.
      If an
      Event of Default shall occur and be continuing, the Collateral Agent, on behalf
      of the Lenders, may exercise, in addition to all other rights and remedies
      granted to them in this Agreement and in any other instrument or agreement
      securing, evidencing or relating to the Obligations, all rights and remedies
      of
      a secured party under the Applicable UCC or any other applicable law. Without
      limiting the generality of the foregoing, the Collateral Agent, without demand
      of performance or other demand, presentment, protest, advertisement or notice
      of
      any kind (except any notice required by law referred to below) to or upon the
      Grantor or any other Person (all and each of which demands, defenses,
      advertisements and notices are hereby waived), may in such circumstances
      forthwith collect, receive, appropriate and realize upon the Collateral, or
      any
      part thereof, and/or may forthwith sell, lease, assign, give option or options
      to purchase, or otherwise dispose of and deliver the Collateral or any part
      thereof (or contract to do any of the foregoing), in one or more parcels at
      public or, to the extent permitted by law, private sale or sales, at any
      exchange, broker’s board or office of the Collateral Agent or any other Secured
      Party or elsewhere upon such terms and conditions as it may deem advisable
      and
      at such prices as it may deem best, for cash or on credit or for future delivery
      without assumption of any credit risk. The Collateral Agent or any other Secured
      Party shall have the right upon any such public sale or sales, and, to the
      extent permitted by law, upon any such private sale or sales, to purchase the
      whole or any part of the Collateral so sold, free of any right or equity of
      redemption in the Grantor, which right or equity is hereby waived and released.
      To the extent permitted by applicable law, the Grantor waives all claims,
      damages and demands it may acquire against the Collateral Agent or any Secured
      Party arising out of the exercise by them of any rights hereunder. If any notice
      of a proposed sale or other disposition of Collateral shall be required by
      law,
      such notice shall be deemed reasonable and proper if given at least 10 days
      before such sale or other disposition.

     

    6.4  Application
      of Proceeds from Collateral.
      Subject
      to the rights of any holders of Prior Lien Indebtedness under the Applicable
      UCC
      or otherwise, the Collateral Agent

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

       

      shall
        apply any Collateral or Proceeds received following any exercise of remedies
        by
        the Collateral Agent or pursuant to any Insolvency of Liquidation Proceeding
        in
        the following order:

    

     

    First:
      to the
      Collateral Agent, its agents and its attorneys for amounts due under Section
      8.4
      hereof or under any Secured Indebtedness Document;

     

    Second:
      pro
      rata
      to the
      Administrative Agent and each Pari Passu Representatives (based on the amount
      of
      Secured Obligations outstanding under the Credit Agreement and the other Secured
      Indebtedness Documents) for application to the Secured Obligations in the manner
      provided in the Loan Documents and Pari Passu Indebtedness Documents, as
      applicable, until all Secured Obligations have been paid in full in cash or
      the
      cash amount held by the Administrative Agent and the Pari Passu Representatives
      in respect of all Secured Obligations is sufficient to pay all Secured
      Obligations in full in cash; and

     

    Third:
      any
      surplus remaining after the payment or distribution in full of the cash or
      other
      property as described in the preceding clauses will be paid or distributed
      to
      the Grantor, its successors or assigns, or as a court of competent jurisdiction
      may direct.

     

    To
      the
      extent permitted by applicable law, the Grantor waives all claims, damages
      and
      demands it may acquire against the Collateral Agent or any Secured Party arising
      out of the exercise by them of any rights hereunder. 

     

    6.5  Deficiency.

     

    The
      Grantor shall remain liable for any deficiency if the proceeds of any sale
      or
      other disposition of the Collateral are insufficient to pay its Secured
      Obligations and the fees and disbursements of any attorneys employed by the
      Collateral Agent to collect such deficiency, to the extent such fees and
      disbursements are reimbursable under Section 8.4.

     

    6.6  Control
      by Majority.

     

    Holders
      of a majority in aggregate principal amount of the then outstanding Secured
      Obligations may direct the time, method and place of conducting any proceeding
      for exercising any right or remedy available to the Collateral Agent under
      this
      Agreement. However, the Collateral Agent may refuse to follow any direction
      that
      conflicts with law or this Agreement or that the Collateral Agent determines
      may
      be prejudicial to the rights of any other holder of Secured Obligations or
      that
      may involve the Collateral Agent in personal liability. Prior to taking any
      action under this Agreement, the Collateral Agent shall be entitled to
      indemnification satisfactory to it in its sole discretion against all losses
      and
      expenses caused by taking or not taking such action.

     

    
      
        
        

      

      
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    SECTION
      7.   THE
      COLLATERAL AGENT

     

    7.1  Collateral
      Agent’s Appointment as Attorney-in-Fact, etc.

     

    (a)  The
      Grantor hereby irrevocably constitutes and appoints the Collateral Agent and
      any
      officer or agent thereof, with full power of substitution, as its true and
      lawful attorney-in-fact with full irrevocable power and authority in the place
      and stead of the Grantor and in the name of the Grantor or in its own name,
      for
      the purpose of carrying out the terms of this Agreement, to take any and all
      appropriate action and to execute any and all documents and instruments, in
      each
      case after prior notice to the Grantor, which may be necessary or desirable
      to
      accomplish the purposes of this Agreement and to cause performance or
      compliance, with any agreement of the Grantor contained herein, if the Grantor
      fails to perform or comply with any of its agreements contained
      herein.

     

    (b)  The
      expenses of the Collateral Agent and its agents or attorneys incurred in
      connection with actions undertaken as provided in this Section 7.1 shall be
      payable by the Grantor to the Collateral Agent on demand.

     

    (c)  All
      powers, authorizations and agencies contained in this Agreement are coupled
      with
      an interest and are irrevocable until this Agreement is terminated and the
      security interests created hereby are released.

     

    7.2  Duty
      of Collateral Agent.

     

    The
      Collateral Agent’s sole duty with respect to the custody, safekeeping and
      physical preservation of the Collateral in its possession, under
      Section 9-207 of the Applicable UCC or otherwise, shall be to deal with it
      in the same manner as the Collateral Agent deals with similar property for
      its
      own account. Neither the Collateral Agent, any Secured Party nor any of their
      respective officers, directors, employees or agents shall be liable for failure
      to demand, collect or realize upon any of the Collateral or for any delay in
      doing so or shall be under any obligation to sell or otherwise dispose of any
      Collateral upon the request of the Grantor or any other Person or to take any
      other action whatsoever with regard to the Collateral or any part thereof.
      The
      powers conferred on the Collateral Agent and the Secured Parties hereunder
      are
      solely to protect the Collateral Agent’s and the other Secured Parties’
interests in the Collateral and shall not impose any duty upon the Collateral
      Agent or any other Secured Party to exercise any such powers. The Collateral
      Agent and the other Secured Parties shall be accountable only for amounts that
      they actually receive as a result of the exercise of such powers, and neither
      they nor any of their officers, directors, employees or agents shall be
      responsible to the Grantor for any act or failure to act hereunder, except
      for
      their own gross negligence or willful misconduct.

     

    7.3  Financing
      Statements.

     

    Pursuant
      to any applicable law, the Grantor authorizes the Collateral Agent to file
      or
      record financing statements and other filing or recording documents or
      instruments with respect to the Collateral without the signature of the Grantor
      in such form and in such offices as necessary to perfect the security interests
      of the Collateral Agent under this Agreement.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    7.4  Authority
      of Collateral Agent.

     

    The
      Grantor acknowledges that the rights and responsibilities of the Collateral
      Agent under this Agreement with respect to any action taken by the Collateral
      Agent or the exercise or non-exercise by the Collateral Agent of any right
      or
      remedy provided for herein or resulting or arising out of this Agreement shall,
      as between the Collateral Agent and the Lenders, be governed by the Credit
      Agreement and by such other agreements with respect thereto as may exist from
      time to time among them, but, as between the Collateral Agent and the Grantor,
      the Collateral Agent shall be conclusively presumed to be acting as agent for
      the Secured Parties with full and valid authority so to act or refrain from
      acting, and the Grantor shall not be under any obligation, or entitlement,
      to
      make any inquiry respecting such authority.

     

    7.5  Limitation
      on Duty of Collateral Agent in Respect of Collateral.

     

    Beyond
      the exercise of reasonable care in the custody thereof, the Collateral Agent
      shall have no duty as to any Collateral in its possession or control or in
      the
      possession or control of any agent or bailee or any income thereon or as to
      preservation of rights against prior parties or any other rights pertaining
      thereto and the Collateral Agent shall not be responsible for filing any
      financing or continuation statements or recording any documents or instruments
      in any public office at any time or times or otherwise perfecting or maintaining
      the perfection of any security interest in the Collateral. The Collateral Agent
      shall be deemed to have exercised reasonable care in the custody of the
      Collateral in its possession if the Collateral is accorded treatment
      substantially equal to that which it accords its own property and shall not
      be
      liable or responsible for any loss or diminution in the value of any of the
      Collateral, by reason of the act or omission of any carrier, forwarding agency
      or other agent or bailee selected by the Collateral Agent in good
      faith.

     

    The
      Collateral Agent shall not be responsible for the existence, genuineness or
      value of any of any of the Collateral or for the validity, perfection, priority
      or enforceability of the Liens in any of the Collateral, whether impaired by
      operation of law or by reason of any of any action or omission to act on its
      part hereunder, except to the extent such action or omission constitutes gross
      negligence, bad faith or willful misconduct on the part of the Collateral Agent,
      for the validity or sufficiency of the Collateral or any agreement or assignment
      contained therein, for the validity of the title of the Company to the
      Collateral, for insuring the Collateral or for the payment of taxes, charges,
      assessments or Liens upon the Collateral or otherwise as to the maintenance
      of
      the Collateral.

     

    7.6  Reliance.

     

    The
      Collateral Agent shall be entitled to act upon any notice, certificate,
      instrument, demand, request, direction, instruction, waiver, receipt, consent,
      agreement or other document or communication furnished under this Agreement
      or
      the other Secured Indebtedness Documents which it in good faith believes, and
      on
      its face appears to be genuine, and it shall be entitled to rely conclusively
      upon the due execution, validity and effectiveness, and the truth and
      acceptability, of any provisions contained therein. The Collateral Agent shall
      not have any responsibility to make any investigation into the facts or matters
      stated in any notice, certificate, instrument, demand, request, direction,
      instruction, waiver, receipt, consent, agreement or other 

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

       

      document
        or communication furnished to it under this Agreement or the Loan Documents
        or
        in connection with the transactions contemplated herein or
        therein.

    

     

    7.7  Consultation
      with Counsel, Etc.

     

    The
      Collateral Agent may consult with, and obtain advice from, legal counsel,
      accountants and other experts selected by it, in connection with the performance
      of its duties under this Agreement or the other Secured Indebtedness Documents
      and it shall incur no liability and shall be fully protected in acting in good
      faith in accordance with the written opinion and advice of such counsel,
      accountants and other experts. The Collateral Agent shall not be responsible
      for
      the acts or omissions of any counsel, accountants and other experts selected
      by
      it with due care and in good faith and without gross negligence or willful
      misconduct.

     

    7.8  Successor
      Collateral Agent.

     

    The
      Collateral Agent may resign as Collateral Agent upon 30 days’ notice to the
      Lenders, each Pari Passu Representative and the Grantor. If the Collateral
      Agent
      shall resign as Collateral Agent under this Agreement, then the holders of
      a
      majority of Secured Obligations shall appoint from among the Lenders or the
      Pari
      Passu Representatives a successor agent for the Secured Parties, which successor
      agent shall (unless an Event of Default under Section 8(a), Section 8(b),
      Section 8(g) or Section 8(h) under the Credit Agreement (or any corresponding
      Event of Default under any other Secured Indebtedness Document) with respect
      to
      the Grantor shall have occurred and be continuing) be subject to approval by
      the
      Grantor (which approval shall not be unreasonably withheld or delayed),
      whereupon such successor agent shall succeed to the rights, powers and duties
      of
      the Collateral Agent, and the term “Collateral Agent” shall mean such successor
      agent effective upon such appointment and approval, and the former Collateral
      Agent’s rights, powers and duties as Collateral Agent shall be terminated,
      without any other or further act or deed on the part of such former Collateral
      Agent or any of the parties to this Agreement or any holders of Secured
      Obligations. If no successor agent has accepted appointment as Collateral Agent
      by the date that is 30 days following a retiring Collateral Agent’s notice of
      resignation, the retiring Collateral Agent’s resignation shall nevertheless
      thereupon become effective, and the Secured Parties shall assume and perform
      all
      of the duties of the Collateral Agent hereunder until such time, if any, as
      the
      holders of a majority of the Secured Obligations appoint a successor agent
      as
      provided for above. After any retiring Collateral Agent’s resignation as
      Collateral Agent, the provisions of this Section 7 shall inure to its benefit
      as
      to any actions taken or omitted to be taken by it while it was Collateral Agent
      under this Agreement.

     

     

    SECTION
      8.   MISCELLANEOUS

     

    8.1  Amendments
      in Writing.

     

    None
      of
      the terms or provisions of this Agreement may be waived, amended, supplemented
      or otherwise modified except as provided in the Loan Documents and the Pari
      Passu Secured Indebtedness Documents.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    8.2  Notices.

     

    All
      notices, requests and demands hereunder shall be effected in the manner provided
      for in Section 10.2 of the Credit Agreement; provided
      that any
      such notice, request or demand to or upon any holder of Pari Passu Secured
      Indebtedness (other than the Lenders and the Collateral Agent) shall be
      addressed to such holder at its notice address set forth in the
      Acknowledgment.

     

    8.3  No
      Waiver by Course of Conduct; Cumulative Remedies.

     

    Neither
      the Collateral Agent nor any other Secured Party shall by any act (except by
      a
      written instrument pursuant to Section 8.1), delay, indulgence, omission or
      otherwise be deemed to have waived any right or remedy hereunder. No failure
      to
      exercise, nor any delay in exercising, on the part of the Collateral Agent
      or
      any Secured Party, any right, power or privilege hereunder shall operate as
      a
      waiver thereof. No single or partial exercise of any right, power or privilege
      hereunder shall preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege. A waiver by the Collateral Agent or
      any
      other Secured Party of any right or remedy hereunder on any one occasion shall
      not be construed as a bar to any right or remedy which the Collateral Agent
      or
      such Secured Party would otherwise have on any future occasion. The rights
      and
      remedies herein provided are cumulative, may be exercised singly or concurrently
      and are not exclusive of any other rights or remedies provided by
      law.

     

    8.4  Enforcement
      Expenses; Indemnification.

     

    (a)  The
      Grantor agrees to pay or reimburse the Collateral Agent for all its costs and
      expenses incurred in enforcing or preserving any rights under this Agreement,
      including, without limitation, the fees and disbursements of one firm of counsel
      (together with any special and local counsel) to the Collateral
      Agent.

     

    (b)  The
      Grantor agrees to pay, and to save the Collateral Agent and the other Secured
      Parties harmless from, any and all liabilities with respect to, or resulting
      from any delay in paying, any and all stamp, excise, sales or other taxes which
      may be payable or determined to be payable with respect to any of the
      Collateral.

     

    (c)  The
      Grantor agrees to pay, and to save the Collateral Agent harmless from, any
      and
      all liabilities, obligations, losses, damages, penalties, actions, judgments,
      suits, costs, expenses or disbursements of any kind or nature whatsoever with
      respect to the execution, delivery, enforcement, performance and administration
      of this Agreement to the extent the Grantor would be required to do so pursuant
      to Section 10.5 of the Credit Agreement.

     

    (d)  The
      agreements in this Section 8.4 shall survive repayment of the Secured
      Obligations and all other amounts payable under the Secured Indebtedness
      Documents.

     

    8.5  Successors
      and Assigns.

     

    This
      Agreement shall be binding upon the successors and assigns of the Grantor and
      shall inure to the benefit of the Collateral Agent and the other Secured Parties
      and their 

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

       

      successors
        and assigns; provided
        that the
        Grantor may not assign, transfer or delegate any of its rights or obligations
        under this Agreement without the prior written consent of the Collateral
        Agent.

    

     

    8.6  Counterparts.

     

    This
      Agreement may be executed by one or more of the parties to this Agreement on
      any
      number of separate counterparts and all of said counterparts taken together
      shall be deemed to constitute one and the same instrument. Delivery of an
      executed signature page of this Agreement by facsimile transmission shall be
      effective as delivery of a manually executed counterpart hereof.

     

    8.7  Severability.

     

    Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    8.8  Section
      Headings.

     

    The
      Section headings used in this Agreement are for convenience of reference only
      and are not to affect the construction hereof or be taken into consideration
      in
      the interpretation hereof.

     

    8.9  Integration.

     

    This
      Agreement and the other Secured Indebtedness Documents represent the agreement
      of the Grantor, the Collateral Agent and the Secured Parties with respect to
      the
      subject matter hereof and thereof, and there are no promises, undertakings,
      representations or warranties by the Collateral Agent or any Secured Party
      relative to the subject matter hereof and thereof not expressly set forth or
      referred to herein or in the other Secured Indebtedness Documents.

     

    8.10  GOVERNING
      LAW.

     

    THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
      WITH, THE LAWS OF THE STATE OF NEW YORK. 

     

    8.11  Submission
      to Jurisdiction; Waivers.

     

    The
      Grantor hereby irrevocably and unconditionally:

     

    (a)  submits
      for itself and its property in any legal action or proceeding relating to this
      Agreement and the other Secured Indebtedness Documents to which it is a party,
      or for recognition and enforcement of any judgment in respect thereof, to the
      non-exclusive general jurisdiction of the courts of the State of New York,
      the
      courts of 

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

       

      the
        United States of America for the Southern District of New York, and
        appellate courts from any thereof;

    

     

    (b)  consents
      that any such action or proceeding may be brought in such courts and waives
      any
      objection that it may now or hereafter have to the venue of any such action
      or
      proceeding in any such court or that such action or proceeding was brought
      in an
      inconvenient court and agrees not to plead or claim the same;

     

    (c)  agrees
      that service of process in any such action or proceeding may be effected by
      mailing a copy thereof by registered or certified mail (or any substantially
      similar form of mail), postage prepaid, to the Grantor at its address referred
      to in Section 10.2 of the Credit Agreement or at such other address of which
      the
      Collateral Agent shall have been notified pursuant thereto;

     

    (d)  agrees
      that nothing herein shall affect the right to effect service of process in
      any
      other manner permitted by law or shall limit the right to sue in any other
      jurisdiction; and

     

    (e)  waives,
      to the maximum extent not prohibited by law, any right it may have to claim
      or
      recover in any legal action or proceeding referred to in this Section any
      special, exemplary, punitive or consequential damages.

     

    8.12  Acknowledgments.

     

    The
      Grantor hereby acknowledges that:

     

    (a)  it
      has
      been advised by counsel in the negotiation, execution and delivery of this
      Agreement and the other Secured Indebtedness Documents to which it is a
      party;

     

    (b)  neither
      the Collateral Agent nor any Secured Party has any fiduciary relationship with
      or duty to the Grantor arising out of or in connection with this Agreement
      or
      any of the other Secured Indebtedness Documents, and the relationship between
      the Grantor, on the one hand, and the Collateral Agent and Secured Parties,
      on
      the other hand, in connection herewith or therewith is solely that of debtor
      and
      creditor; and

     

    (c)  no
      joint
      venture is created hereby or by the other Secured Indebtedness Documents or
      otherwise exists by virtue of the transactions contemplated hereby among the
      Secured Parties or among the Grantor and the Secured Parties.

     

    8.13  Release.

     

    (a)  At
      such
      time as the Loans and the other Secured Obligations (other than contingent
      indemnification obligations) shall have been paid in full, the Collateral shall
      be released from the Liens created hereby, and this Agreement and all
      obligations (other than those expressly stated to survive such termination)
      of
      the Collateral Agent and the Grantor hereunder 

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

       

      shall
        terminate, all without delivery of any instrument or performance of any act
        by
        any party, and all rights to the Collateral shall revert to the
        Grantor.

    

     

    (b)  The
      Collateral shall also be released to the extent provided in Section 10.14 of
      the
      Credit Agreement and the applicable provisions of the Pari Passu Secured
      Indebtedness Documents. 

     

    (c)  In
      connection with any release of Collateral pursuant to clauses (a) or (b) above,
      the Collateral Agent, at the request and sole expense of the Grantor, shall
      execute and deliver to the Grantor all releases or other documents reasonably
      necessary or desirable for the release of the Liens created hereby on such
      Collateral.

     

    8.14  WAIVER
      OF JURY TRIAL.

     

    THE
      GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
      LEGAL
      ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
      AND
      FOR ANY COUNTERCLAIM THEREIN.

     

    8.15  Intercreditor
      Agreement.

     

    This
      Agreement is subject to the terms of each Intercreditor Agreement. In the event
      of any conflict between the terms of this Agreement and the terms of any
      Intercreditor Agreement, the terms of the Intercreditor Agreement shall
      control.

     

    


     


    
      
        
          


        

        
        

      

      
        -16-

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, each of the undersigned has caused this Pledge Agreement to
      be
      duly executed and delivered as of the date first above written.

     

    CCH
      Operating, LLC, as Grantor

    


    By:
      /s/
      Eloise Schmitz   

    Name:
      Eloise Schmitz

    Title:
      Senior Vice President - Strategic Planning

     

    BANK
      OF
      AMERICA, N.A., as Collateral Agent

     

    By:
      /s/
      William A. Bowen, Jr.  

    Name:
      William A. Bowen, Jr.

    Title:
      Managing Director

     

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ANNEX
      1

     

    ISSUER’S
      ACKNOWLEDGMENT AND CONSENT

     

    The
      undersigned hereby acknowledges receipt of a copy of the Pledge Agreement,
      dated
      as of March 6, 2007 (as the same may be further amended, amended and restated,
      supplemented or otherwise modified from time to time, the “Agreement”),
      made
      by CCO Holdings, LLC, a Delaware limited liability company for the benefit
      of
      Bank of America, N.A., as Collateral Agent. The undersigned agrees for the
      benefit of the Collateral Agent and the Secured Parties as follows:

     

    1. The
      undersigned will be bound by the terms of the Agreement and will comply with
      such terms insofar as such terms are applicable to the undersigned.

     

    2. The
      undersigned will notify the Collateral Agent promptly in writing of the
      occurrence of any of the events described in Section 4.3(a) of the
      Agreement.

     

    CHARTER
      COMMUNICATIONS OPERATING, LLC

    


    By:
      /s/
      Eloise Schmitz   

    Name:
      Eloise Schmitz

    Title:
      Senior Vice President - Strategic Planning

     

    Address
      for Notices:

    


    c/o
      Charter Communications Holdings, LLC

    12405
      Powerscourt Drive

    St.
      Louis, Missouri 63131

    Attention:
      Senior Vice President, Strategic

    Planning

    Telecopy:
      (314) 965-6492

    Telephone:
      (314) 543-2474

    Email:
      eloise.schmitz@chartercom.com

    


    And

    


    Attention:
      General Counsel

    Telecopy:
      (314) 965-8793

    Telephone:
      (314) 543-2308

    Email:
      grier.raclin@chartercom.com

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      2

     

    [Form
      of
      Acknowledgment]

     

    Bank
      of
      America, N.A., as Collateral Agent 

    Agency
      Management

    Street
      Address: 901 Main Street

    Mail
      Code: TX1-149-14-11

    City,
      State ZIP Code: Dallas, Texas 75202-3714

    Attention:
      Renita Cummings

     

    


     

    Reference
      is made to the Pledge Agreement (as amended, amended and restated, supplemented
      or otherwise modified from time to time, the “Pledge
      Agreement”;
      capitalized terms used but not otherwise defined herein shall have the meanings
      assigned to such terms in the Pledge Agreement), dated as of March 6, 2007
      (the
“Pledge
      Agreement”),
      made
      by CCO Holdings , LLC, a Delaware limited liability company (the “Grantor”),
      and
      Bank of America, N.A., as collateral agent (in such capacity and together with
      any successors in such capacity, the “Collateral
      Agent”).
      By
      executing and delivering this acknowledgment the undersigned hereby (i) agrees
      to be bound by all the terms and provisions of the Pledge Agreement and to
      comply with such terms and provisions insofar as such terms and provisions
      are
      applicable to the undersigned and (ii) appoints the Collateral Agent as its
      collateral agent under the Pledge Agreement. Any notices under the Pledge
      Agreement can be sent to the undersigned at its address set forth
      below.

     

    This
      acknowledgment shall be construed in accordance with and governed by the laws
      of
      the State of New York.

     

     

    _____________________________________

     

    Date:_____________

     

    Address
      for Notices:

     

    Acknowledged
      and agreed:

     

    Bank
      of
      America, N.A., as Collateral Agent 

     

    By:  __________________________

    Name:

    Title: