<PAGE>   1
                                                                EXHIBIT 10.12(c)





                              AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT

                                       FOR

                   CHARTER COMMUNICATIONS HOLDING COMPANY, LLC
                      A DELAWARE LIMITED LIABILITY COMPANY






THE MEMBERSHIP INTERESTS REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, OR REGISTERED OR QUALIFIED UNDER ANY STATE
SECURITIES LAWS. SUCH MEMBERSHIP INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD,
DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS THEY ARE
QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR
UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH
QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF THE MEMBERSHIP
INTERESTS REPRESENTED BY THIS AGREEMENT IS FURTHER SUBJECT TO OTHER
RESTRICTIONS, TERMS, AND CONDITIONS WHICH ARE SET FORTH HEREIN.


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                              AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT
                                       FOR
                   CHARTER COMMUNICATIONS HOLDING COMPANY, LLC
                      A DELAWARE LIMITED LIABILITY COMPANY


         This Amended and Restated Limited Liability Company Agreement for
Charter Communications Holding Company, LLC, a Delaware limited liability
company ("COMPANY"), is made and entered into effective as of February 14, 2000
("EFFECTIVE DATE"), by and among the individuals and entities listed on Schedule
A attached hereto, with reference to the following facts:

         A. A Certificate of Formation of the Company was filed with the
Delaware Secretary of State on May 25, 1999. The Company was formed and has been
heretofore operated pursuant to the Limited Liability Company Agreement entered
into and made effective as of May 25, 1999 by Charter Investment, Inc. (formerly
known as Charter Communications, Inc.), a Delaware corporation ("CII"), as
amended and restated by (i) that certain Amended and Restated Limited Liability
Company Agreement entered into and made effective as of August 10, 1999, by and
between CII and Vulcan Cable III Inc., a Delaware corporation ("VULCAN CABLE"),
(ii) that certain Amended and Restated Limited Liability Company Agreement
entered into and made effective as of September 14, 1999, by and among CII,
Vulcan Cable, and certain other investors, (iii) that certain Amended and
Restated Limited Liability Company Agreement entered into and made effective as
of November 8, 1999, by and among CII, Vulcan Cable, Charter Communications,
Inc., a Delaware corporation ("PUBLICCO"), and certain other investors, and (iv)
that certain Amended and Restated Limited Liability Company Agreement entered
into and made effective as of November 12, 1999, by and among CII, Vulcan Cable,
PublicCo, Falcon Holding Group, L.P., a Delaware limited partnership ("FHGLP"),
and certain other investors (the "EXISTING LLC AGREEMENT").

         B. On May 25, 1999, CII contributed its entire one hundred percent
(100%) limited liability company interest in Charter Communications Holdings,
LLC, a Delaware limited liability company, to the Company and became the sole
Member of the Company. In August and September 1999, Vulcan Cable contributed to
the Company cash and assets valued in the aggregate, at the time of the
contributions, at One Billion Three Hundred Twenty-Five Million Dollars
($1,325,000,000) and became a Member of the Company.

         C. On September 14, 1999, pursuant to (i) that certain Purchase and
Sale Agreement dated as of April 26, 1999 by and among the sellers listed on the
signature pages thereto, Rifkin Acquisition Partners, L.L.L.P., and CII, (ii)
that certain Purchase and Sale Agreement dated as of April 26, 1999 by and among
the sellers listed on the signature pages thereto, InterLink Communications
Partners, LLLP, and CII (the agreements described in clauses (i) and (ii) are
collectively referred to herein as the "RIFKIN PURCHASE AGREEMENT," and all
signatories to the Rifkin Purchase Agreement other than CII, Rifkin Acquisition
Partners, L.L.L.P., and InterLink Communications Partners, LLLP are collectively
referred to herein as the "RIFKIN SELLERS"), and (iii) that certain Contribution
Agreement dated as of September 14, 1999, by and among Charter Communications
Operating, LLC, the


<PAGE>   3

Company, and the persons listed on the signature pages thereto (the "RIFKIN
CONTRIBUTION AGREEMENT"), some of the Rifkin Sellers contributed certain assets
to the Company and became Members of the Company. On November 12, 1999, some of
these Rifkin Sellers contributed their Membership Interests to PublicCo.

         D. On November 12, 1999, PublicCo effected an initial public offering
of its stock (the "IPO") and contributed or agreed to contribute to the Company
(i) certain assets acquired utilizing certain proceeds of the IPO and (ii) the
remaining net proceeds of the IPO, and became a Member of the Company. In
connection with the IPO, Vulcan Cable contributed an additional Seven Hundred
Fifty Million Dollars ($750,000,000) in cash to the Company.

         E. On November 12, 1999, pursuant to that certain Purchase and
Contribution Agreement dated as of May 26, 1999, by and among CII, Falcon
Communications, L.P., FHGLP, TCI Falcon Holdings, LLC, Falcon Cable Trust,
Falcon Holding Group, Inc., and DHN Inc., as amended (the "FALCON PURCHASE
AGREEMENT"), FHGLP contributed certain assets to the Company and became a Member
of the Company. On the same day, FHGLP distributed all of its Membership
Interests in the Company to its partners, and (i) the FHGLP partners (other than
Belo Ventures, Inc.) contributed all of their Membership Interests in the
Company to PublicCo, and (ii) Belo Ventures, Inc., an FHGLP partner, sold its
entire Membership Interest in the Company to Vulcan Cable.

         F. On the Effective Date, pursuant to that certain Purchase and
Contribution Agreement dated as of June 29, 1999, by and among BCI (USA), LLC,
William J. Bresnan, Blackstone BC Capital Partners, L.P., Blackstone BC Offshore
Capital Partners, L.P., Blackstone Family Media Partnership III L.P., TCI
Bresnan LLC, TCID of Michigan, Inc., and the Company, as amended (the "BRESNAN
PURCHASE AGREEMENT") (all such signatories to the Bresnan Purchase Agreement
other than the Company are collectively referred to herein as the "BRESNAN
SELLERS"), some of the Bresnan Sellers are contributing certain assets to the
Company and becoming Members of the Company. This Agreement is intended to
replace Exhibit E of the Bresnan Purchase Agreement.

         G. The parties desire to adopt and approve this Agreement, as the
limited liability company agreement for the Company, to establish their rights
and responsibilities and to govern their relationships.

         H. Section 10.11 of the Existing LLC Agreement provides that an
amendment to the Existing LLC Agreement to incorporate the changes made by this
Agreement shall be effective as an amendment only upon the approval of Members
holding more than fifty percent (50%) of the Class B Common Units, and Section
4.2 of the Existing LLC Agreement provides that no Person may be admitted as a
Member unless approved by the Company's Manager and Members holding more than
fifty percent (50%) of the Class B Common Units. Immediately prior to the
Effective Date, PublicCo was the Company's Manager and owned all outstanding
Class B Common Units. PublicCo desires to approve the amendment to the Existing
LLC Agreement made by this Agreement and the admission of some of the Bresnan
Sellers as Members.


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         NOW, THEREFORE, the Existing LLC Agreement is hereby being amended and
restated in its entirety as follows:

                                   ARTICLE I

                                   DEFINITIONS

         When used in this Agreement, unless the context otherwise requires, the
following terms shall have the meanings set forth below (all terms used in this
Agreement that are not defined in this Article I shall have the meanings set
forth elsewhere in this Agreement):

         1.1 "Act" means the Delaware Limited Liability Company Act, 6 Del. C.
ss. 18-01 et seq., as the same may be amended from time to time.

         1.2 "Adjusted Capital Account Deficit" means, with respect to any
Member, the deficit balance, if any, in such Member's Capital Account as of the
end of the relevant Allocation Period, after giving effect to the following
adjustments:

              1.2.1 Credit to such Capital Account any amounts that such Member
is obligated to restore pursuant to any provision of this Agreement or is deemed
to be obligated to restore pursuant to the penultimate sentences of Regulations
Sections 1.704-2(g)(1) and 1.704-2(i)(5);

              1.2.2 Credit to such Capital Account the amount of the deductions
and losses referable to any outstanding recourse liabilities of the Company owed
to or guaranteed by such Member (or a related person within the meaning of
Regulations Section 1.752-4(b)) to the extent that no other Member bears any
economic risk of loss and the amount of the deductions and losses referable to
such Member's share (determined in accordance with the Member's Percentage
Interest) of outstanding recourse liabilities owed by the Company to non-Members
to the extent that no Member bears any economic risk of loss; and

              1.2.3 Debit to such Capital Account the items described in
Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and
1.704-1(b)(2)(ii)(d)(6).

         The foregoing definition of Adjusted Capital Account Deficit is
intended to comply with the provisions of Regulations Section
1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

         1.3 "Affiliate" of any Person shall mean any other Person that,
directly or indirectly, controls, is under common control with or is controlled
by that Person. For purposes of this definition, "control" (including, with its
correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities
or by contract or otherwise.

         1.4 "Agreement" means this Amended and Restated Limited Liability
Company Agreement, as originally executed and as amended and/or restated from
time to time.


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         1.5 "Allocated Tax Deductions" has the meaning set forth in Section
6.5.2(c).

         1.6 "Allocation Period" means the Company's fiscal year, which shall be
the calendar year, or any portion of such period for which the Company is
required to allocate Net Profits, Net Losses, or other items of Company income,
gain, loss, or deduction pursuant hereto.

         1.7 "Approval of the Class A Common Members" means the affirmative
vote, approval or consent of Members holding more than fifty percent (50%) of
the Class A Common Units.

         1.8 "Approval of the Members" means the affirmative vote, approval or
consent of Members holding more than fifty percent (50%) of the Class B Common
Units, provided that if at any time a court of competent jurisdiction shall hold
that the Class B Common Stock of PublicCo is not entitled to vote, or shall
enjoin the holders of the Class B Common Stock of PublicCo from exercising
voting rights, (a) to elect solely all but one of the directors of PublicCo
(except for any director(s) elected separately by the holders of one or more
series of preferred stock of PublicCo), (b) on any other matter subject to a
PublicCo shareholder vote, on the basis of (x) ten (10) votes for each share of
Class B Common Stock of PublicCo held by the holders of Class B Common Stock,
and for each share of Class B Common Stock for which any Units held directly or
indirectly by such Persons are exchangeable, divided by (y) the number of shares
of Class B Common Stock owned by such Persons, or (c) as a separate class, as to
certain specified matters in the PublicCo's certificate of incorporation, as
amended from time to time, that adversely affect the Class B Common Stock
relating to issuance of Class B Common Stock and other equity securities other
than Class A Common Stock or affecting the voting power of the Class B Common
Stock, "Approval of the Members" means the affirmative vote, approval or consent
of Members holding more than fifty percent (50%) of the Common Units. The
conversion of all outstanding shares of Class B Common Stock into shares of
Class A Common Stock in accordance with Clause (b)(viii) of Article Fourth of
PublicCo's certificate of incorporation as constituted as of the Class B Common
Measuring Date shall not constitute an event described in the proviso of the
preceding sentence.

         1.9 "Attribution Rules" has the meaning set forth in Section 4.7.1 of
this Agreement.

         1.10 "Baseline Tax Deductions" has the meaning set forth in Section
6.5.2(c).

         1.11 "Basis" means the adjusted basis of an asset for federal income
tax purposes.

         1.12 "Board" has the meaning set forth in Section 5.2.1 of this
Agreement.

         1.13 "Bresnan Contributed Interest" has the meaning ascribed to the
term "Contributed Interest" in Section 2.1(b) of the Bresnan Purchase Agreement.

         1.14 "Bresnan Exchange Agreement" means the Exchange Agreement entered
into as of the Class C Common Measuring Date by and among PublicCo and Bresnan
Holders.


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<PAGE>   6

         1.15 "Bresnan Holder" means each of the Bresnan Sellers who receives
Class C Common Units on the Class C Common Measuring Date pursuant to the
Bresnan Purchase Agreement.

         1.16 "Bresnan Permitted Transferee" means (i) with respect to BCI
(USA), LLC and William J. Bresnan, (x) any affiliate of William J. Bresnan that
is, directly or indirectly, at least eighty percent (80%) owned or controlled by
William J. Bresnan, or (y) William J. Bresnan, William J. Bresnan's spouse, or
William J. Bresnan's descendants (including spouses of his descendants), any
trust established solely for the benefit of any of the foregoing individuals,
any private foundation of which only the foregoing individuals, Myles W.
Schumer, Jeffrey DeMond, and/or Priscilla O'Clock serve as trustees, or any
partnership or other entity at least eighty percent (80%) owned or controlled
directly or indirectly by any of the foregoing Persons, and (ii) with respect to
Blackstone BC Capital Partners L.P., Blackstone BC Offshore Capital Partners,
L.P., and Blackstone Family Media Partnership III L.P. (collectively, the
"Initial Blackstone Members"), as long as the proposed Transfer does not result
in more than five (5) Persons owning the Class C Common Units issued to the
Initial Blackstone Members under the Bresnan Purchase Agreement, Blackstone
Capital Partners III Merchant Banking Fund L.P., Blackstone Offshore Capital
Partners III Merchant Banking Fund L.P. and Blackstone Family Investment
Partnership III, L.P. (collectively, the "Blackstone Funds") or any other
limited partnership the general partner of which is at least eighty percent
(80%) owned or controlled by the Persons that own or control the general partner
of each of the Blackstone Funds; provided, however, that "Bresnan Permitted
Transferee" shall not include the partners in such partnerships.

         1.17 "Bresnan Purchase Agreement" has the meaning set forth in the
recitals to this Agreement.

         1.18 "Bresnan Put Agreement" means the Put Agreement entered into as of
the Class C Common Measuring Date by and among Bresnan Holders and Paul G.
Allen.

         1.19 "Bresnan Sellers" has the meaning set forth in the recitals to
this Agreement.

         1.20 "Cable Transmission Business" has the meaning set forth in Section
2.5 of this Agreement.

         1.21 "Capital Account" means with respect to any Member the capital
account that the Company establishes and maintains for such Member pursuant to
Section 3.3 herein.

         1.22 "Capital Contribution" means, with respect to any Member, the
amount of money and the initial Gross Asset Value of any property (other than
money) contributed to the Company with respect to the interest in the Company
held by such Person. The principal amount of a promissory note which is not
readily traded on an established securities market and which is contributed to
the Company by the maker of the note (or a Person related to the maker of the
note within the meaning of Regulations Section 1.704-1(b)(2)(ii)(c)) shall not
be included in the Capital Account of any Person until the Company makes a
taxable disposition of the note or until (and to the extent) principal payments
are made on the note, all in accordance with Regulations Section
1.704-1(b)(2)(iv)(d)(2).


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         1.23 "Certificate" means the Certificate of Formation of the Company
originally filed with the Delaware Secretary of State, as amended and/or
restated from time to time.

         1.24 "CII" has the meaning set forth in the recitals to this Agreement.

         1.25 "CII Exchange Agreement" means the Exchange Agreement dated as of
the Class B Common Measuring Date by and among PublicCo, CII, Vulcan Cable, and
Paul G. Allen, including, to the extent provided thereunder, the Tax Agreement
attached as Exhibit A thereto.

         1.26 "Class A Common Member" means any Member holding and to the extent
it holds Class A Common Units.

         1.27 "Class A Common Stock" means any common stock of PublicCo
denominated "Class A Common."

         1.28 "Class A Common Units" means any Unit denominated "Class A Common

         1.29 "Class A Preferred Contributed Amount" means, with respect to each
Class A Preferred Member, the sum of the net values of all of the Class A
Preferred Contributed Properties contributed by such Class A Preferred Member on
the Class A Preferred Measuring Date, as set forth on Schedule A attached
hereto.

         1.30 "Class A Preferred Contributed Property" means each property
(other than cash) contributed to the Company by Class A Preferred Members, in
exchange for Class A Preferred Units.

         1.31 "Class A Preferred Measuring Date" means September 14, 1999.

         1.32 "Class A Preferred Member" means any Member holding and to the
extent it holds Class A Preferred Units.

         1.33 "Class A Preferred Return Amount" means with respect to any Class
A Preferred Unit the amount determined by applying an eight percent (8%) per
annum simple rate to the Class A Preferred Contributed Amount represented by
such Class A Preferred Unit set forth on Schedule A attached hereto for the
period beginning on the Class A Preferred Measuring Date and ending on the date
(i) on which any such Unit is redeemed by the Company, (ii) on which any such
Unit is Transferred to PublicCo or another Person pursuant to the Rifkin Put
Agreement or this Agreement, or (iii) on which liquidating distributions are
made with respect to such Unit pursuant to Article IX; provided, however, that
the Class A Preferred Return Amount shall not accrue for any days for which an
interest payment accrues under the Rifkin Put Agreement.

         1.34 "Class A Preferred Units" means any Unit denominated "Class A
Preferred."

         1.35 "Class B Common Change Date" means January 1, 2004.

         1.36 "Class B Common Measuring Date" means November 12, 1999.


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         1.37 "Class B Common Member" means any Member holding and to the extent
it holds Class B Common Units.

         1.38 "Class B Common Stock" means any common stock of PublicCo
denominated "Class B Common."

         1.39 "Class B Common Units" means any Unit denominated "Class B
Common."

         1.40 "Class C Common Change Date" means January 1, 2005.

         1.41 "Class C Common Contributed Property" means each property (other
than cash) contributed by the Class C Common Members, in exchange for Class C
Common Units.

         1.42 "Class C Common Measuring Date" means the date on which the Class
C Common Contributed Property and cash, if any, are contributed to the Company
and Class C Common Units are issued by the Company to the Bresnan Holders
pursuant to the Bresnan Purchase Agreement.

         1.43 "Class C Common Member" means any Member holding and to the extent
it holds Class C Common Units.

         1.44 "Class C Common Units" means any Unit denominated "Class C
Common."

         1.45 "Class D Common Units" means any Unit denominated "Class D
Common," which was initially issued to FHGLP on the Class B Common Measuring
Date and was subsequently converted into a Class A Common Unit or a Class B
Common Unit.

         1.46 "Code" means the Internal Revenue Code of 1986, as amended from
time to time, the provisions of succeeding law, and to the extent applicable,
the Regulations.

         1.47 "Combined Book Profits" and "Combined Book Losses" mean, for any
Allocation Period, an amount equal to the Company's Net Profits or Net Losses
for such Allocation Period, with the following adjustment: all items of Company
deduction for Depreciation that are specially allocated pursuant to Section
6.3.7 hereof shall be taken into account in computing Combined Book Profits or
Combined Book Losses.

         1.48 "Common Members" means Members holding and to the extent they hold
Common Units.

         1.49 "Common Units" means any Unit denominated "Common," including
Class A Common Units, Class B Common Units, Class C Common Units, and any Units
so designated that may be hereafter issued by the Company.

         1.50 "Company" has the meaning set forth in the preamble to this
Agreement.

         1.51 "Company Minimum Gain" has the meaning ascribed to the term
"Partnership Minimum Gain" in Regulations Section 1.704-2(d).


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<PAGE>   9

         1.52 "Depreciation" means, for each Allocation Period, an amount equal
to the federal income tax depreciation, amortization, or other cost recovery
deduction allowable with respect to an asset for such Allocation Period, except
that if the Gross Asset Value of an asset differs from its Basis at the
beginning of such Allocation Period, Depreciation shall be an amount which bears
the same ratio to such beginning Gross Asset Value as the federal income tax
depreciation, amortization, or other cost recovery deduction for such Allocation
Period bears to such beginning Basis; provided, however, that if the Basis of an
asset at the beginning of such Allocation Period is zero, Depreciation shall be
determined with reference to such beginning Gross Asset Value using any
reasonable method selected by the Manager.

         1.53 "Depreciation Allocations" has the meaning set forth in Section
6.5.1 of this Agreement.

         1.54 "Effective Date" has the meaning set forth in the preamble to this
Agreement.

         1.55 "Existing LLC Agreement" has the meaning set forth in the recitals
to this Agreement.

         1.56 "Falcon Contributed Interest" has the meaning ascribed to the term
"Contributed Interest" in Section 2.1(b) of the Falcon Purchase Agreement.

         1.57 "Falcon Purchase Agreement" has the meaning set forth in the
recitals to this Agreement.

         1.58 "FHGLP" has the meaning set forth in the recitals to this
Agreement.

         1.59 "Gross Asset Value" means, with respect to any asset, the asset's
Basis, except as follows:

              1.59.1 Except as otherwise provided in the Rifkin Contribution
Agreement, the Falcon Purchase Agreement, or Section 5.7(f) of the Bresnan
Purchase Agreement, the initial Gross Asset Value of any asset contributed by a
Member (or a former member) to the Company shall be the gross fair market value
of such asset, as determined by the contributing Person and the Manager;

              1.59.2 The Gross Asset Values of all Company assets shall be
adjusted to equal their respective gross fair market values, as determined by
the Manager, as of the following times: (a) the acquisition of an additional
interest in the Company by any new or existing Member in exchange for more than
a de minimis Capital Contribution; (b) the distribution by the Company to a
Member of more than a de minimis amount of Property as consideration for an
interest in the Company; and (c) the liquidation of the Company within the
meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that
adjustments pursuant to clauses (a) and (b) above shall be made only if the
Manager reasonably determines that such adjustments are necessary or appropriate
to reflect the relative economic interests of the Members in the Company.
Without limiting the generality of the foregoing, in connection with the
admission of the Bresnan Holders as Members, the Gross Asset Values of all
Company assets shall be adjusted as of immediately before the Effective Date so
that, following such adjustment and the admission of the Bresnan Holders as
Members, the amount of each Common Member's Capital Account balance as of the


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Class C Common Measuring Date shall equal an amount such that the following
ratio is the same for each Common Member: the amount of such Member's Capital
Account balance with respect to such Member's Common Units as of the Class C
Common Measuring Date, divided by the number of Common Units held by such Member
as of the Class C Common Measuring Date;

              1.59.3 The Gross Asset Value of any Company asset distributed to
any Member shall be adjusted to equal the gross fair market value of such asset
on the date of distribution as determined by the distributee and the Manager;
and

              1.59.4 The Gross Asset Values of Company assets shall be increased
(or decreased) to reflect any adjustments to the Basis of such assets pursuant
to Code Section 734(b) or Code Section 743(b), but only to the extent that such
adjustments are taken into account in determining Capital Accounts pursuant to
Regulation Section 1.704-1(b)(2)(iv)(m) and Section 1.70.6 hereof; provided,
however, that Gross Asset Values shall not be adjusted pursuant to this Section
1.59.4 to the extent the Manager determines that an adjustment pursuant to
Section 1.59.2 hereof is necessary or appropriate in connection with a
transaction that would otherwise result in an adjustment pursuant to this
Section 1.59.4.

         If the Gross Asset Value of an asset has been determined or adjusted
pursuant to Section 1.59.1, Section 1.59.2, or Section 1.59.4 hereof, such Gross
Asset Value shall thereafter be adjusted by the Depreciation taken into account
with respect to such asset for purposes of computing Net Profits and Net Losses

         1.60 "Incidental Business" has the meaning set forth in Section 2.5 of
this Agreement.

         1.61 "IPO" has the meaning set forth in the recitals to this Agreement.

         1.62 "Manager" has the meaning set forth in Section 5.1.1 of this
Agreement.

         1.63 "Member" means each Person who is listed on Schedule A attached
hereto as a Member and any additional or substitute Member admitted to the
Company as a member of the Company in accordance with the terms of this
Agreement (so long as such Person holds a Membership Interest in the Company).

         1.64 "Member Nonrecourse Debt" has the meaning ascribed to the term
"Partner Nonrecourse Debt" in Regulations Section 1.704-2(b)(4).

         1.65 "Member Nonrecourse Debt Minimum Gain" means an amount, with
respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that
would result if such Member Nonrecourse Debt were treated as a Nonrecourse
Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

         1.66 "Member Nonrecourse Deductions" means items of Company loss,
deduction, or Code Section 705(a)(2)(B) expenditures that are attributable to
Member Nonrecourse Debt or to other liabilities of the Company owed to or
guaranteed by a Member (or a related person within the meaning of Regulations
Section 1.752-4(b)) to the extent that no other Member bears the economic risk
of loss.


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<PAGE>   11

         1.67 "Membership Interest" means a Member's entire limited liability
company interest in the Company including the Member's right to share in income,
gains, losses, deductions, credits, or similar items of, and to receive
distributions from, the Company pursuant to this Agreement and the Act.

         1.68 "Net Cash From Operations" means the gross cash proceeds from
Company operations (including sales and dispositions of Property in the ordinary
course of business) less the portion thereof used to pay or establish reasonable
reserves for all Company expenses, debt payments, capital improvements,
replacements, and contingencies, all as determined by the Manager. "Net Cash
From Operations" shall not be reduced by depreciation, amortization, cost
recovery deductions, or similar allowances, but shall be increased by any
reductions of reserves previously established pursuant to the first sentence of
this Section 1.68 and Section 1.69 hereof.

         1.69 "Net Cash From Sales or Refinancings" means the net cash proceeds
from all sales and other dispositions (other than in the ordinary course of
business) and all refinancings of Property, less any portion thereof used to
establish reasonable reserves, all as determined by the Manager. "Net Cash From
Sales or Refinancings" shall include all principal and interest payments with
respect to any note or other obligation received by the Company in connection
with sales and other dispositions (other than in the ordinary course of
business) of Property.

         1.70 "Net Profits" and "Net Losses" mean, for each Allocation Period,
an amount equal to the Company's taxable income or loss for such Allocation
Period, determined in accordance with Code Section 703(a) (for this purpose, all
items of income, gain, loss, or deduction required to be stated separately
pursuant to Code Section 703(a)(1) shall be included in taxable income or loss),
with the following adjustments:

              1.70.1 Any income of the Company that is exempt from federal
income tax and not otherwise taken into account in computing Net Profits or Net
Losses pursuant to this definition shall be added to such taxable income or
loss;

              1.70.2 Any expenditures of the Company described in Code Section
705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to
Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account
in computing Net Profits or Net Losses pursuant to this definition shall be
subtracted from such taxable income or loss;

              1.70.3 In the event the Gross Asset Value of any Company asset is
adjusted as a result of the application of Regulations Section
1.704-1(b)(2)(iv)(e) or Regulations Section 1.704-1(b)(2)(iv)(f), the amount of
such adjustment shall be taken into account as gain or loss from the disposition
of such asset for purposes of computing Net Profits or Net Losses;

              1.70.4 Gain or loss resulting from any disposition of Property
with respect to which gain or loss is recognized for federal income tax purposes
shall be computed by reference to the Gross Asset Value of the property disposed
of, notwithstanding that the Basis of such Property differs from its Gross Asset
Value;


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<PAGE>   12

              1.70.5 In lieu of the depreciation, amortization, and other cost
recovery deductions taken into account in computing such taxable income or loss,
there shall be taken into account Depreciation in accordance with Section 1.52
hereof;

              1.70.6 To the extent an adjustment to the Basis of any Company
asset pursuant to Code Section 734(b) or Code Section 743(b) is required
pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account
in determining Capital Accounts, the amount of such adjustment shall be treated
as an item of gain (if the adjustment increases the Basis of the asset) or loss
(if the adjustment decreases the Basis of the asset) from the disposition of the
asset and shall be taken into account for purposes of computing Net Profits or
Net Losses; and

              1.70.7 Notwithstanding any other provision of this definition, any
items that are specially allocated pursuant to Section 6.3 or 6.5 hereof shall
not be taken into account in computing Net Profits or Net Losses (the amounts of
the items of Company income, gain, loss, or deduction available to be specially
allocated pursuant to any provision of this Agreement shall be determined by
applying rules analogous to those set forth in Sections 1.70.1 through 1.70.6
above).

              The foregoing definition of Net Profits and Net Losses is intended
to comply with the provisions of Regulations Section 1.704-1(b) and shall be
interpreted consistently therewith. In the event the Manager determines that it
is prudent to modify the manner in which Net Profits and Net Losses are computed
in order to comply with such Regulations, the Manager may make such
modification.

         1.71 "Non-Attributable Status" has the meaning set forth in Section
4.7.1 of this Agreement.

         1.72 "Nonrecourse Deductions" has the meaning set forth in Regulations
Section 1.704-2(b)(1).

         1.73 "Nonrecourse Liability" has the meaning set forth in Regulations
Section 1.704-2(b)(3).

         1.74 "Non-Recognition Transaction" means an exchange to which Code
Section 351 applies or a transaction which qualifies as a "reorganization" under
Code Section 368(a), as described in Sections 2.1(a) and 2.1(b) of the CII
Exchange Agreement.

         1.75 "Ownership Rules" has the meaning set forth in Section 4.7.2 of
this Agreement.

         1.76 "Percentage Interest" means, with respect to each Common Member as
of any date, the percentage equal to the number of Common Units then held by
such Common Member divided by the total number of Common Units then held by all
Common Members.

         1.77 "Person" means any individual, general partnership, limited
partnership, limited liability company, limited liability partnership,
corporation, trust, estate, real estate investment trust, association, or other
entity.


                                      -11-
<PAGE>   13

         1.78 "Property" means all real and personal property acquired by the
Company and any improvements thereto, and shall include both tangible and
intangible property.

         1.79 "PublicCo" has the meaning set forth in the recitals to this
Agreement.

         1.80 "Regulations" means the regulations currently in force from time
to time as final or temporary that have been issued by the U.S. Department of
the Treasury pursuant to its authority under the Code. If a word or phrase is
defined in this Agreement by cross-referencing the Regulations, then to the
extent the context of this Agreement and the Regulations require, the term
"Member" shall be substituted in the Regulations for the term "partner", the
term "Company" shall be substituted in the Regulations for the term
"partnership", and other similar conforming changes shall be deemed to have been
made for purposes of applying the Regulations.

         1.81 "Regulatory Allocations" has the meaning set forth in Section
6.5.1.

         1.82 "Remedial Method" means the "remedial allocation method" described
in Regulations Section 1.704-3(d).

         1.83 "Rifkin Contributed Interest" has the meaning ascribed to the term
"Contributed Interest" in the recitals to the Rifkin Contribution Agreement.

         1.84 "Rifkin Contribution Agreement" has the meaning set forth in the
recitals to this Agreement.

         1.85 "Rifkin Holder" means each Rifkin Seller who elected to receive
Class A Preferred Units pursuant to the Rifkin Contribution Agreement.

         1.86 "Rifkin Purchase Agreement" has the meaning set forth in the
recitals to this Agreement.

         1.87 "Rifkin Put Agreement" means the Redemption and Put Agreement
dated as of September 14, 1999 by and among the Company, Paul G. Allen, and each
Rifkin Holder.

         1.88 "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations of the U.S. Securities and Exchange Commission or any
successor agency thereto promulgated thereunder, as in effect from time to time.

         1.89 "Special Allocation Amount" means an amount equal to (i) the
aggregate amount of the items previously allocated to the Class A Common Members
pursuant to Sections 6.3.7(a)(y) and 6.3.7(c)(y), plus (ii) the aggregate amount
of Net Losses previously allocated to the Class A Common Members pursuant to
Section 6.2.1(b), minus (iii) the aggregate amount of Net Profits previously
allocated to the Class A Common Members pursuant to Sections 6.1.1(b) and
6.1.3(b).

         1.90 "Special Allocation Amount Ratio" means, for any Allocation
Period, an amount equal to (i) the Special Allocation Amount as of the beginning
of such Allocation Period, divided by (ii) Combined Book Profits for such
Allocation Period times the Class B Common Members' aggregate Percentage
Interests; provided, however, that if the Special


                                      -12-
<PAGE>   14

Allocation Amount Ratio is greater than one (1), then it shall be deemed to be
one (1) for purposes of this Agreement.

         1.91 "Special Loss Allocations" has the meaning set forth in Section
6.4.1.

         1.92 "Special Profit Allocations" has the meaning set forth in Section
6.4.1.

         1.93 "Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership, association, joint venture or other
business entity of which (i) if a corporation, (x) ten percent (10%) or more of
the total voting power of shares of stock entitled to vote in the election of
directors thereof or (y) ten percent (10%) or more of the value of the equity
interests is at the time owned or controlled, directly or indirectly, by the
Person or one or more of its Subsidiaries, or (ii) if a limited liability
company, partnership, association or other business entity, ten percent (10%) or
more of the partnership or other similar ownership interests thereof is at the
time owned or controlled, directly or indirectly, by the Person or one or more
of its subsidiaries. The Person shall be deemed to have a ten percent (10%) or
greater ownership interest in a limited liability company, partnership,
association or other business entity if the Person is allocated ten percent
(10%) or more of the limited liability company, partnership, association or
other business entity gains or losses or shall be or control the Person managing
such limited liability company, partnership, association or other business
entity.

         1.94 "Target Capital Account" has the meaning set forth in Section
6.5.1.

         1.95 "Tax Loan" has the meaning set forth in Section 4.8.1.

         1.96 "Tax Loan Amount" has the meaning set forth in Section 4.8.1

         1.97 "Tentative Taxable Income" and "Tentative Tax Loss" have the
meanings set forth in Section 6.3.7(e) of this Agreement.

         1.98 "Traditional Method" means the "traditional method" of making Code
Section 704(c) allocations described in Regulations Section 1.704-3(b).

         1.99 "Transaction Documents" has the meaning set forth in Section 10.1
of this Agreement.

         1.100 "Transfer" means any direct or indirect sale, transfer,
assignment, hypothecation, encumbrance or other disposition, whether voluntary
or involuntary, whether by gift, bequest or otherwise. In the case of a
hypothecation, the Transfer shall be deemed to occur both at the time of the
initial pledge and at any pledgee's sale or a sale by any secured creditor.

         1.101 "Transferring Member" means, with regard to any transaction, any
Member who attempts to Transfer any of its Membership Interest or with regard to
whose Membership Interest an option is exercised pursuant to this Agreement.

         1.102 "Units" means the units of Membership Interest issued by the
Company to its Members, which entitle the Members to certain rights as set forth
in this Agreement.


                                      -13-
<PAGE>   15

         1.103 "VCOC" means "Venture Capital Operating Company" as defined in
Section 2501.3-101(d) of the regulations promulgated by the United States
Department of Labor under the Employee Retirement Income Security Act of 1974,
as amended.

         1.104 "VCOC Exception" means the exception for which an entity
qualifies under Section 2510.3-101(a)(2)(i) of the regulations promulgated by
the United States Department of Labor under the Employee Retirement Income
Security Act of 1974, as amended, by reason of being a VCOC so that the
underlying assets of that entity do not constitute "plan assets" within the
meaning of Section 2510.3-101(a) of such regulations.

         1.105 "Vulcan Cable" has the meaning set forth in the recitals to this
Agreement.

                                   ARTICLE II

                             ORGANIZATIONAL MATTERS

         2.1 Formation. Pursuant to the Act, the Company has been formed as a
Delaware limited liability company under the laws of the State of Delaware. The
rights and liabilities of the Members shall be determined pursuant to the Act
and this Agreement. To the extent that the rights or obligations of any Member
are different by reason of any provision of this Agreement than they would be in
the absence of such provision, this Agreement shall, to the extent permitted by
the Act, control.

         2.2 Name. The name of the Company shall be "Charter Communications
Holding Company, LLC." The business and affairs of the Company may be conducted
under that name or, upon compliance with applicable laws, any other name that
the Manager may deem appropriate or advisable. The Manager shall file any
fictitious name certificates and similar filings, and any amendments thereto,
that may be appropriate or advisable.

         2.3 Term. The term of the Company shall commence on the date of the
filing of the Certificate with the Delaware Secretary of State and shall
continue until the Company is dissolved in accordance with the provisions of
this Agreement.

         2.4 Principal Office; Registered Agent. The principal office of the
Company shall be as determined by the Manager. The Company shall continuously
maintain a registered agent and office in the State of Delaware as required by
the Act. The registered agent and office shall be as stated in the Certificate
or as otherwise determined by the Manager.

         2.5 Purpose of Company. The Company may carry on any lawful business,
purpose, or activity that may be carried on by a limited liability company under
applicable law; (i) provided, however, that, until all outstanding shares of
Class B Common Stock have been converted into shares of Class A Common Stock in
accordance with Clause (b)(viii) of Article Fourth of PublicCo's certificate of
incorporation as constituted as of the Class B Common Measuring Date, without
the Approval of the Class A Common Members, the Company shall not engage
directly or indirectly, including without limitation through any Subsidiary, in
any business other than the Cable Transmission Business (as defined below) and
as a member of, and subscriber to, the portal joint venture with Broadband
Partners; (ii) provided further, that to the extent that, as of the Class B
Common Measuring Date, the Company was directly or indirectly engaged in or had
agreed to acquire directly or indirectly


                                      -14-
<PAGE>   16

any business other than the Cable Transmission Business or as a member of, and
subscriber to, the portal joint venture with Broadband Partners (any such other
business, an "INCIDENTAL BUSINESS," and collectively, "INCIDENTAL BUSINESSES"),
so long as (a) such Incidental Businesses so engaged in by the Company on the
Class B Common Measuring Date in the aggregate on such date accounted for less
than ten percent (10%) of the consolidated revenues of the total business
engaged in by the Company or (b) such Incidental Businesses which on the Class B
Common Measuring Date the Company had agreed to acquire in the aggregate on such
date accounted for less than ten percent (10%) of the consolidated revenues of
the total businesses to be acquired, as applicable, the Company may, directly or
indirectly, including through any Subsidiary, continue to conduct any such
Incidental Business and the foregoing limitation on the business and purpose of
the Company shall not require that any such Incidental Business be divested by
the Company, but the Company shall not, directly or indirectly, expand any such
Incidental Business by means of any acquisition or any commitment of the Company
or its Subsidiaries' resources or financial support. "CABLE TRANSMISSION
BUSINESS" means the transmission of video, audio (including telephony) and data
over cable television systems owned, operated or managed by the Company or its
Subsidiaries; provided, that the businesses of RCN Corporation and its
Subsidiaries shall not be deemed to be a Cable Transmission Business.

                                  ARTICLE III

                         CAPITAL CONTRIBUTIONS AND UNITS

         3.1 Capital Contributions and Certain Transfers of Units

              3.1.1 CII or an Affiliate of CII.

                   (a) On May 25, 1999, CII contributed its entire one hundred
percent (100%) limited liability company interest in Charter Communications
Holdings, LLC, a Delaware limited liability company, to the Company in exchange
for Two Hundred Seventeen Million Five Hundred Eighty-Five Thousand Two Hundred
Forty-Six (217,585,246) Class A Common Units.

                   (b) In August and September 1999, Vulcan Cable contributed
cash and assets valued in the aggregate (net of liabilities), at the time of the
contributions, at One Billion Three Hundred Twenty-Five Million Dollars
($1,325,000,000) in exchange for Sixty-Three Million Nine Hundred Seventeen
Thousand Twenty-Eight (63,917,028) Class A Common Units.

                   (c) On the Class B Common Measuring Date, Vulcan Cable
contributed an additional Seven Hundred Fifty Million Dollars ($750,000,000) in
cash to the Company in exchange for Forty-One Million One Hundred Eighteen
Thousand Four Hundred Twenty-One (41,118,421) additional Class A Common Units.

                   (d) Upon a Rifkin Holder's exercise of its put right under
the Rifkin Put Agreement pursuant to which the Company is required to redeem
Class A Preferred Units from such Rifkin Holder, if requested by the Manager in
a prompt written notice to CII, CII or, at CII's discretion, its Affiliate
(other than PublicCo) shall contribute to the


                                      -15-
<PAGE>   17

Company, in exchange for additional Class A Common Units, an amount of cash
equal to the amount that the Company is required to pay such Rifkin Holder for
its Class A Preferred Units being redeemed and all Common Units will be diluted
on a proportional basis. In return for CII or its Affiliate's Capital
Contribution under this Section 3.1.1(d), the Company is authorized, without the
need for additional act or consent of any Person, to issue additional Class A
Common Units to CII or its Affiliate pursuant to Section 3.6.2(c).

              3.1.2 Rifkin Holders. On the Class A Preferred Measuring Date,
pursuant to the Rifkin Contribution Agreement, Rifkin Holders contributed the
Rifkin Contributed Interest to the Company in exchange for One Hundred
Thirty-Three Million Three Hundred Twelve Thousand One Hundred Eighteen
(133,312,118) Class A Preferred Units. On the Class B Common Measuring Date,
Rifkin Holders contributed One Hundred Thirty Million Three Hundred Five
Thousand Nine Hundred Sixteen (130,305,916) Class A Preferred Units to PublicCo,
and these Preferred Units converted into Six Million Nine Hundred Forty-Six
Thousand Eight Hundred Ninety-Three (6,946,893) Class B Common Units.

              3.1.3 PublicCo.

              (a) On the Class B Common Measuring Date, PublicCo contributed the
net proceeds of the IPO and the net proceeds from the underwriters' exercise of
their over-allotment option in connection with the IPO (less certain proceeds
retained to acquire certain assets) and agreed to contribute the assets acquired
with the retained proceeds to the Company (valued in the aggregate at Three
Billion Five Hundred Sixty-Six Million Eight Hundred Seventy Thousand Dollars
($3,566,870,000)) in exchange for One Hundred Ninety-Five Million Five Hundred
Fifty Thousand (195,550,000) Class B Common Units.

              (b) Upon PublicCo's issuance of shares of common stock other than
in exchange for Units, PublicCo shall contribute the net cash proceeds and
assets received in respect of such issuance to the Company in exchange for a
number of Class B Common Units equal to the number of shares of common stock so
issued by PublicCo.

              (c) Upon PublicCo's issuance of capital stock, other than common
stock, PublicCo shall contribute the net cash proceeds and assets received in
respect of any such issuance in exchange for Units that mirror to the extent
practicable the terms and conditions of such capital stock of PublicCo, as
reasonably determined by the Manager.

              3.1.4 FHGLP. On the Class B Common Measuring Date, FHGLP
contributed the Falcon Contributed Interest to the Company in exchange for
Twenty Million Eight Hundred Ninety-Three Thousand Five Hundred Thirty-Nine
(20,893,539) Class D Common Units. On the same day, FHGLP distributed all such
Class D Common Units to its partners who, in turn, contributed Nineteen Million
Two Hundred Forty-Three Thousand Six Hundred Ninety-One (19,243,691) Class D
Common Units to PublicCo and sold One Million Six Hundred Forty-Nine Thousand
Eight Hundred Forty-Eight (1,649,848) Class D Common Units to Vulcan Cable. The
Class D Common Units contributed to PublicCo converted into Class B Common
Units, and the Class D Common Units sold to Vulcan Cable converted into Class A
Common Units.


                                      -16-
<PAGE>   18

              3.1.5 Bresnan Holders. On the Effective Date, Bresnan Holders are
contributing the Bresnan Contributed Interest to the Company in exchange for
Class C Common Units pursuant to the Bresnan Purchase Agreement.

              3.1.6 Outstanding Units. Schedule A attached hereto describes all
of the outstanding Units as of the Effective Date.

         3.2 Additional Capital Contributions. No Member shall be required to
make any Capital Contributions other than the Capital Contributions required by
Section 3.1. Subject to the approval of the Manager, the Members may be
permitted from time to time to make additional Capital Contributions if it is
determined that such additional Capital Contributions are necessary or
appropriate for the conduct of the Company's business and affairs, including
without limitation expansion or diversification. The Manager shall approve all
aspects of any such additional Capital Contribution, such as the amount and
nature of the consideration to be contributed to the Company, the resulting
increase in interest to be received by the contributing Member, the resulting
dilution of interest to be incurred by the other Members, and the extent to
which Members will participate in the allocations and distributions of the
Company as a result thereof.

         3.3 Capital Accounts. The Company shall establish an individual Capital
Account for each Member. The Company shall determine and maintain each Capital
Account in accordance with Regulations Section 1.704-1(b)(2)(iv) and, in
pursuance thereof, the following provisions shall apply:

              3.3.1 To each Member's Capital Account there shall be credited
such Member's Capital Contributions, such Member's allocated share of Net
Profits and any items in the nature of income or gain that are specially
allocated pursuant to Section 6.3, 6.4, or 6.5 hereof, and the amount of any
Company liabilities assumed by such Member or which are secured by any property
distributed to such Member;

              3.3.2 To each Member's Capital Account there shall be debited the
amount of cash and the Gross Asset Value of any property distributed to such
Member pursuant to any provision of this Agreement, such Member's allocated
share of Net Losses and any items in the nature of expenses or losses that are
specially allocated pursuant to Section 6.3, 6.4, or 6.5 hereof, and the amount
of any liabilities of such Member assumed by the Company or which are secured by
any property contributed by such Member to the Company;

              3.3.3 In the event all or a portion of a Membership Interest in
the Company is transferred in accordance with the terms of this Agreement, the
transferee shall succeed to the Capital Account of the transferor to the extent
it relates to the transferred Membership Interest; and

              3.3.4 In determining the amount of any liability for purposes of
Sections 3.3.1 and 3.3.2 hereof, there shall be taken into account Code Section
752(c) and any other applicable provisions of the Code and Regulations.

         The foregoing provisions and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply with
Regulations Section


                                      -17-
<PAGE>   19

1.704-1(b), and shall be interpreted and applied in a manner consistent with
such Regulations. In the event the Manager determines that it is prudent to
modify the manner in which the Capital Accounts, or any debits or credits
thereto, are computed in order to comply with such Regulations, the Manager may
make such modification.

         3.4 No Interest. No Member shall be entitled to receive any interest on
such Member's Capital Contributions.

         3.5 Limited Withdrawal Rights of Members; Redemption Rights of the
Company.

              3.5.1 No Withdrawal in General. No Member shall have the right to
withdraw such Member's Capital Contributions or to demand and receive property
of the Company or any distribution in return for such Member's Capital
Contributions, except as may be specifically provided in this Agreement or
required by law.

              3.5.2 Redemption of Class A Preferred Units.

              (a) Upon a Rifkin Holder's exercise of its put right under the
Rifkin Put Agreement pursuant to which the Company is required to redeem Class A
Preferred Units, the Company shall redeem in cash from such Rifkin Holder the
number of Class A Preferred Units specified in the notice of exercise. The
redemption price for such Class A Preferred Units shall be the sum of (i) the
Class A Preferred Contributed Amount in respect of such Class A Preferred Units
and (ii) the Class A Preferred Return Amount in respect of such redeemed Class A
Preferred Units. The redemption of Class A Preferred Units shall be effectuated
as of the last day of the calendar quarter following the date of a Rifkin
Holder's exercise of its put right. The Class A Preferred Units redeemed
pursuant to this Section 3.5.2(a) shall be deemed cancelled.

              (b) All Class A Preferred Units outstanding on the fifteenth
(15th) anniversary of the Class A Preferred Measuring Date shall be redeemed by
the Company on such date at a redemption price equal to the sum of (i) the Class
A Preferred Contributed Amount in respect of such Class A Preferred Units and
(ii) the Class A Preferred Return Amount in respect of such redeemed Class A
Preferred Units. The Class A Preferred Units redeemed pursuant to this Section
3.5.2(b) shall be deemed cancelled.

              3.5.3 Right to Redeem Class A Preferred Units. At any time after
the third anniversary of the Class A Preferred Measuring Date, the Company shall
have the right to redeem the Class A Preferred Units at a redemption price equal
to the sum of (i) the Class A Preferred Contributed Amount in respect of such
redeemed Class A Preferred Units and (ii) the Class A Preferred Return Amount in
respect of such redeemed Class A Preferred Units. The Class A Preferred Units
redeemed pursuant to this Section 3.5.3 shall be deemed cancelled.

              3.5.4 Redemption of Class B Common Units. Upon PublicCo's request,
the Company is required and is hereby authorized to redeem Class B Common Units
held by PublicCo to the extent reasonably practicable as determined by the
Manager. The redemption price for such Class B Common Units shall be determined
in good faith by the Manager and PublicCo. The Class B Common Units redeemed
pursuant to this Section 3.5.4 shall be deemed cancelled.


                                      -18-
<PAGE>   20

         3.6  Units.

              3.6.1 Classes and Number of Units. Units shall consist of the
following: (i) Class A Preferred Units, (ii) Class A Common Units, (iii) Class B
Common Units, (iv) Class C Common Units, and (v) any other classes of common or
preferred Units upon the Approval of the Members. Subject to the terms of this
Agreement, the Company may issue as many as one hundred billion
(100,000,000,000) units of each class of Units. Notwithstanding any provision of
this Agreement to the contrary, upon PublicCo's request, the Company is required
and is hereby authorized to subdivide (by any split, distribution,
reclassification, recapitalization or otherwise) or combine (by reverse split,
reclassification, recapitalization or otherwise) the outstanding Units so that
the number of outstanding shares of PublicCo's common stock will equal on a
one-for-one basis the number of Common Units owned by PublicCo. The Manager is
authorized to take any action necessary, desirable, or convenient to effectuate
the foregoing.

              3.6.2 Class A Common Units.

              (a) As of the beginning of the Effective Date, the number of Class
A Common Units issued to CII was Two Hundred Seventeen Million Five Hundred
Eighty-Five Thousand Two Hundred Forty-Six (217,585,246), and the number of
Class A Common Units issued to Vulcan Cable was One Hundred Six Million Six
Hundred Eighty-Five Thousand Two Hundred Ninety-Seven (106,685,297). On the
Effective Date, in connection with the closing of the asset acquisition
contemplated by the Bresnan Purchase Agreement and pursuant to Section 3.6.6(c)
of the Existing LLC Agreement, the Company shall issue Twenty-Nine Thousand Nine
Hundred Thirty-Six (29,936) additional Class A Common Units to Vulcan Cable (as
a successor in interest of FHGLP).

              (b) After the Effective Date, if CII or any Affiliate of CII
(other than PublicCo) contributes any assets to the Company, the Members'
Membership Interests will be adjusted, additional Class A Common Units will be
issued to CII or such Affiliate, and Common Units will be diluted on a
proportional basis with Class B Common Units.

              (c) Notwithstanding any other provision of this Section 3.6, upon
contribution of cash by CII or its Affiliate (other than PublicCo) to the
Company pursuant to Section 3.1.1(d), the number of Class A Common Units to be
issued to CII or such Affiliate will be (i) the amount of cash contributed by
CII or such Affiliate, divided by (ii) nineteen dollars ($19) (subject to an
appropriate adjustment if the Company's Common Units are split, subdivided or
combined after the Effective Date).

              (d) Upon the acquisition of Class A Preferred Units pursuant to
the Rifkin Put Agreement by CII or its Affiliate (other than PublicCo), such
Class A Preferred Units will be converted into Class A Common Units. CII or such
Affiliate will be deemed to have made a Capital Contribution of cash to the
Company in the amount paid to a Class A Preferred Member pursuant to the Rifkin
Put Agreement, and the Company will be deemed to have issued Class A Common
Units to CII or its Affiliate. The number of Class A Common Units acquired by
CII or such Affiliate pursuant to this Section 3.6.2(e) will be (i) the net
purchase price paid by CII or such Affiliate for the Class A Preferred Units,


                                      -19-
<PAGE>   21

divided by (ii) nineteen dollars ($19) (subject to an appropriate adjustment if
the Company's Common Units are split, subdivided or combined after the Effective
Date).

              3.6.3 Class A Preferred Units. As of the Effective Date, the
aggregate number of outstanding Class A Preferred Units is Three Million Six
Thousand Two Hundred Two (3,006,202).

              3.6.4 Class B Common Units.

              (a) As of the beginning of the Effective Date, the aggregate
number of Class B Common Units issued to PublicCo was Two Hundred Twenty-One
Million Seven Hundred Forty Thousand Five Hundred Eighty-Four (221,740,584). On
the Effective Date, in connection with the closing of the asset acquisition
contemplated by the Bresnan Purchase Agreement and pursuant to Section 3.6.6(c)
of the Existing LLC Agreement, the Company shall issue Three Hundred Forty-Nine
Thousand One Hundred Sixty-Two (349,162) additional Class B Common Units to
PublicCo (as a successor in interest of FHGLP).

              (b) Upon PublicCo's contribution of cash and/or assets to the
Company pursuant to Section 3.1.3(b), the Company will issue to PublicCo that
number of additional Class B Common Units equal to the number of shares of
common stock issued by PublicCo in such transaction.

              (c) Upon PublicCo's contribution of cash and/or assets to the
Company pursuant to Sections 3.1.3(c), the Company will issue to PublicCo Units
that mirror to the extent practicable the terms and conditions of the capital
stock issued by PublicCo, as reasonably determined by the Manager.

              (d) The Company may and is authorized to issue Class B Common
Units to certain Persons pursuant to the terms of the Company's employee
option/compensatory plans and agreements (as adopted or entered into from time
to time).

              3.6.5 Class C Common Units. On the Class C Common Measuring Date,
the Company shall issue to Bresnan Holders the number of Class C Common Units
set forth on Schedule A attached hereto. In accordance with Paragraphs E and F
of Exhibit I of the Bresnan Purchase Agreement, (i) the Company may issue
additional Class C Common Units to the Bresnan Holders and their transferees or
(ii) the Bresnan Holders and their transferees may surrender to the Company some
of the Class C Common Units issued on the Class C Common Measuring Date. The
Manager shall make such adjustments as it deems necessary or appropriate so that
Bresnan Holders and their transferees are treated as having received all of the
Class C Common Units required to be issued pursuant to the Bresnan Purchase
Agreement on the Class C Common Measuring Date.

              3.6.6 Dilution of Common Units. Upon the issuance of Common Units
to an entity that is not an Affiliate of CII, and upon the issuance of Common
Units to employees of the Company in their capacity as employees, all Common
Units will be diluted on a proportional basis with the existing Class A Common
Units.

         3.7 Equal Treatment. In any transaction involving issuance, redemption,
or Transfer of Units (except as set forth in Section 3.1.1(d), 3.6.2(c),
3.6.2(d), 7.1, or 7.2) between


                                      -20-
<PAGE>   22

(i) the Company and (ii) any Member that is an Affiliate of Paul G. Allen (other
than PublicCo) with respect to such Member's Common Units, such Members and the
Class C Common Members will be treated in a nondiscriminatory manner. For
instance, any proposed redemption from CII (as long as it is an Affiliate of
Paul G. Allen) of its Common Units shall be offered to the Class C Common
Members with respect to their Class C Common Units on the same proportionate
terms and conditions. Notwithstanding anything to the contrary in this
Agreement, if an Affiliate of Paul G. Allen contributes cash or assets to the
Company and the Company issues Units to such Person, the Class C Common Members
shall not have any preemptive right to purchase any of the newly-issued Units.

         3.8 Limited Liability Company Certificates. The Manager may, in its
sole discretion, provide that certain Units are to be evidenced by certificates
of limited liability company interest executed by the Manager or any officers of
the Company in such form as the Manager may approve.

                                   ARTICLE IV

                                     MEMBERS

         4.1 Limited Liability. Except as required under the Act or as expressly
set forth in this Agreement, no Member shall be personally liable for any debt,
obligation, or liability of the Company, whether that debt, obligation, or
liability arises in contract, tort or otherwise.

         4.2 Admission of Members. Without the need for any additional act or
consent of any Person, (i) CII, Vulcan Cable, the Rifkin Holders listed on
Schedule A, and PublicCo shall continue to be members of the Company, and (ii)
the Bresnan Holders shall be admitted as members of the Company on the Class C
Common Measuring Date. Except as set forth in Article VII, no Person shall be
admitted as an additional Member unless approved by the Manager and the Approval
of the Members. No Person shall be admitted as an additional Member until such
additional Member has made any required Capital Contribution and has become a
party to this Agreement. Substitute Members may be admitted only in accordance
with Article VII. The Members acknowledge that the admission of such new Members
or the issuance of additional Membership Interests to pre-existing Members may
dilute the Percentage Interests of the Members.

         4.3 Meetings of Members.

              4.3.1 No annual or regular meetings of the Members as such shall
be required; if convened, however, meetings of the Members may be held at such
date, time, and place as the Manager or as the Member or Members who properly
noticed such meeting, as the case may be, may fix from time to time. At any
meeting of the Members, the Chairman of the Board (or, if there is no Chairman
or the Chairman so elects, a person appointed by the Manager) shall preside at
the meeting and shall appoint another person to act as secretary of the meeting.
The secretary of the meeting shall prepare written minutes of the meeting, which
shall be maintained in the books and records of the Company.

              4.3.2 A meeting of the Members for the purpose of addressing any
matter on which the vote, consent, or approval of the Members is required or
permitted under this


                                      -21-
<PAGE>   23

Agreement may be called at any time by the Manager, or by any Member or Members
holding more than twenty percent (20%) of all issued and outstanding Units
entitled to vote on, consent to or approve such matter.

              4.3.3 Notice of any meeting of the Members shall be sent or
otherwise given by the Manager to the Members in accordance with this Agreement
not less than ten (10) nor more than sixty (60) days before the date of the
meeting. The notice shall specify the place, date, and hour of the meeting and
the general nature of the business to be transacted. Except as the Members may
otherwise agree, no business other than that described in the notice may be
transacted at the meeting.

              4.3.4 Attendance in person of a Member at a meeting shall
constitute a waiver of notice of that meeting, except when the Member objects,
at the beginning of the meeting, to the transaction of any business because the
meeting is not duly called or convened, and except that attendance at a meeting
is not a waiver of any right to object to the consideration of matters not
included in the notice of the meeting if that objection is expressly made at the
meeting. Neither the business to be transacted nor the purpose of any meeting of
Members need be specified in any written waiver of notice. The Members may
participate in any meeting of the Members by means of conference telephone or
similar means as long as all Members can hear one another. A Member so
participating shall be deemed to be present in person at the meeting.

              4.3.5 Any action that can be taken at a meeting of the Members may
be taken without a meeting and without prior notice if a consent in writing
setting forth the action so taken is signed and delivered to the Company by
Members representing not less than the minimum number of Units necessary under
this Agreement or the Act to approve the action. The Manager shall notify
Members holding Units entitled to vote on, consent to or approve such actions of
all actions taken by such consents, and all such consents shall be maintained in
the books and records of the Company.

         4.4 Voting by Members. The Members, acting solely in their capacities
as Members, shall have the right to vote on, consent to, or otherwise approve
only those matters as to which this Agreement or the Act specifically requires
such approval. A Member may vote in person or by proxy executed in writing by
the Member or by a duly authorized attorney-in-fact. Except as otherwise
specifically provided in this Agreement, the Approval of the Members shall be
all that is required as to all matters, including merger, consolidation, and
conversion, as to which the vote, consent, or approval of the Members is
required or permitted under this Agreement or the Act.

         4.5 Members Are Not Agents. No Member acting solely in the capacity of
a Member is an agent of the Company, nor can any Member acting solely in the
capacity of a Member bind the Company or execute any instrument on behalf of the
Company.

         4.6 No Withdrawal. Except as provided in Articles III, VII and IX
hereof, no Member may withdraw, retire, or resign from the Company without the
prior Approval of the Members.

         4.7 FCC Regulations.

                                      -22-

<PAGE>   24

              4.7.1 Notwithstanding any other provision of this Agreement to the
contrary, no Class C Common Member, including any officer, director, partner,
Affiliate or equivalent non-corporate official of such Class C Common Member,
shall:

                    (a) act as an employee of the Company if his or her
functions, directly or indirectly, relate to the media enterprises of the
Company;

                    (b) serve, in any material capacity, as an independent
contractor or agent with respect to the Company's media enterprises;

                    (c) communicate with the Manager or any management committee
of the Company on matters pertaining to the day-to-day operations of the
Company's business;

                    (d) perform any services for the Company materially relating
to its media activities; provided, however, that such Class C Common Member may
make loans to, or act as a surety for, the Company;

                    (e) become actively involved in the management or operation
of the media business of the Company;

                    (f) vote on the admission of additional Members, unless such
admission is subject to the veto of the Manager; or

                    (g) vote on the removal of a Member, except where such
Member is (A) subject to bankruptcy proceedings, as described in Section
402(4)-(5) of the Revised Uniform Limited Partnership Act; (B) is adjudicated
incompetent by a court of competent jurisdiction; or (C) is removed for cause,
as determined by an independent party.

                    The foregoing language is designed to ensure that the Class
C Common Members' ownership of Class C Common Units in the Company will be
deemed non-attributable for purposes of those FCC rules and regulations (as
amended and any successor laws thereto, the "Attribution Rules") that require
members of a limited liability company to certify that they are not materially
involved in the Company in order to obtain non-attributable status
("Non-Attributable Status"). (Notwithstanding, anything to the contrary
contained herein, in the event of any amendment of the Attribution Rules (or the
promulgation of any successor rules or regulations), the Manager shall have the
authority to amend this Section 4.7.1 as necessary for the Class C Common
Members to maintain, or obtain, Non-Attributable Status.) Although the foregoing
language should be read to preclude a Class C Common Member from taking any
actions with respect to the Company or any entity in which the Company holds an
attributable interest that would prevent the Company from certifying that such
Class C Common Member is "insulated" from material involvement in the Company
under applicable FCC rules, it is not intended to preclude any Class C Common
Member from engaging in any activities that are consistent with such FCC rules
and would not cause the Class C Common Member to be deemed to hold an
attributable interest in the Company. The Company's sole remedy for a breach of
this Section 4.7.1, except in the event of an intentional breach by a Class C
Common Member, is the exercise of its rights set forth in Section 4.7.2 below.


                                      -23-



<PAGE>   25

              4.7.2 In the event that (i) the ownership by any Class C Common
Member of Class C Common Units is reasonably deemed by the Manager to be
attributable for purposes of the Attribution Rules, including without limitation
either as a result of (A) any breach by a Class C Common Member of Section 4.7.1
or (B) a determination by the Federal Communications Commission ("FCC") that
would reasonably be considered to result in such Class C Common Member's
ownership of Class C Common Units being deemed attributable notwithstanding the
provisions of Section 4.7.1 and (ii) such attribution (A) results in a violation
of any cross or multiple-ownership rule or regulation promulgated by the FCC
(the "Ownership Rules"), including without limitation the Cable/Broadcast
Television Ownership Rules (ss. 47 C.F.R. 76.501(a)), the Cable Television
Horizontal Ownership Rules, if applicable (ss. 47 C.F.R. 76.503), or the
Cable/MMDS Cross Ownership Rules (ss. 47 C.F.R. 21.912) or (B) would prevent the
Company from engaging in the Cable Transmission Business in any area within the
United States as a result of a potential violation of the Ownership Rules,
whether by acquisition of an existing system or original construction, if, at
the time of the determination, the Company is actively pursuing (including
making internal evaluations) engaging in the Cable Transmission Business in such
area, such Class C Common Member and the Manager shall cooperate in good faith
to remedy any violation of the Ownership Rules by seeking appropriate relief
from the FCC with respect to such Class C Common Member's ownership of the Class
C Common Units or at such Class C Common Member's option through the divestment
by the Class C Common Member of the interest or property (with the exception of
the Class C Member Units) that causes, or would cause, the violation of the
Ownership Rules; provided that in no event shall the Company, any of its
Subsidiaries, or such Class C Common Member be required to divest any of its
properties or assets or to cease any of its business activities or to forego any
opportunity to acquire or expand any properties, assets or business activities
or take any action that would otherwise adversely affect the Company's or such
Class C Common Member's business, operations or financial condition in any way
or result in any significant financial expense or tax disadvantage to the
Company, PublicCo or the Class C Common Member, respectively, except as
specifically provided for herein. The Company and Class C Common Member shall
attempt to remedy any Ownership Rule violation or potential violation as soon a
practicable. In the event that such Ownership Rule violation (in the case of
clause (A) above) or potential violation (in the case of clause (B) above) is
not remedied within the shorter of either (i) six (6) months or such longer
period of time as agreed to by mutual consent of the Company and the Class C
Common Member; or (ii) such period as may be mandated by the FCC, such Class C
Common Member shall exercise its right to exchange its Class C Common Units for
shares of Publicly Traded Stock (as defined in the Bresnan Exchange Agreement)
of PublicCo pursuant to the terms of the Bresnan Exchange Agreement. In the
event the Company becomes aware of a violation of the Ownership Rules (in the
case of clause (A) above) or potential violation (in the case of clause (B)
above) the Company shall provide such Class C Common Member with prompt written
notice. If such an exchange would result in a violation of the ownership
restrictions of the Communications Act of 1934, as amended, or Ownership Rules,
such violation shall be remedied, as determined by the Company in its sole
discretion, by (i) the Class C Common Member selling a sufficient number of
shares of Publicly Traded Stock to cure the violation; (ii) the Company taking
such actions with respect to its business or operations as are necessary to cure
the violation, provided that in no event shall the Company be obligated to take
such actions; or (iii) if proposed by a Class C Common Member, such Class C
Common Member taking actions with respect to its business or operations as are
necessary


                                      -24-
<PAGE>   26


to cure the violation; provided, however, that the Company shall not
unreasonably withhold its consent to any remedy proposed by a Class C Common
Member that would adequately and promptly address the violation and would not
require the Company or any of its Subsidiaries to divest any of its properties
or assets or to cease any of its business activities or to forego any
opportunity to acquire or expand any properties, assets or business activities
or otherwise adversely affect the Company's business, operations or financial
condition in any way or result in any significant financial expense or tax
disadvantage to the Company or PublicCo. In the event that the FCC lowers the
permissible attribution percentages under its Ownership Rules, if requested by
the Class C Common Member, PublicCo will reasonably cooperate in good faith to
assist the Class C Common Members in taking appropriate and timely action to
seek to insulate the Class C Common Member's interest in PublicCo to the extent
required (including, subject to the qualification set forth below, issuing
preferred non-voting stock on substantially the same terms as the Class A Common
Stock to the Class C Common Member in exchange for its Class A Common Stock or
permitting the Class C Common Member to form a special purpose corporation), or
the Class C Common Member, at its option, may take any other actions with
respect to its business necessary to comply with the new rules; provided that in
no event shall PublicCo or any of its Subsidiaries be required to divest any of
its properties or assets or to cease any of its business activities or to forego
any opportunity to acquire or expand any properties, assets or business
activities or otherwise adversely affect PublicCo's or the Company's business,
operations or financial condition in any way or result in any significant
financial expense or tax disadvantage to PublicCo or the Company in order to
achieve such insulation; provided that if such insulation is not achieved, the
Class C Common Member shall divest the number of shares of Publicly Traded Stock
(as defined in the Bresnan Exchange Agreement) as is necessary to remedy the
applicable FCC rule or regulation at issue.

    4.8  Loans to Members.

              4.8.1 General. If a Common Member is, or reasonably expects to be,
allocated taxable income described in Section 4.8.2 or 4.8.3, then upon such
Member's request, the Company, subject to the provisions of this Section 4.8,
shall make a loan ("TAX LOAN") to such Member in an amount ("TAX LOAN AMOUNT")
no greater than the amount reasonably sufficient to enable such Member to fund
its tax liability, or estimated tax payments, resulting from the allocation of
such taxable income on the later of (i) five days before each of April 15, June
15, September 15 and January 15 for estimated tax payments and April 15 for
final tax payments, and (ii) the date such Member requests the funding of such
Tax Loan, which date shall be no later than one hundred fifty (150) days after
the end of the taxable year in which the taxable income arises; provided,
however, that in the case of Tax Loans made with respect to estimated income tax
payments, the Tax Loan Amount shall be no greater than the amount of estimated
taxes actually paid by the Common Member receiving the loan and that such Member
shall provide to the Company reasonable documentation of the portion of its
actual estimated tax payment attributable to the taxable income described above.
The Tax Loan shall be secured by a first priority security interest in all of
such Member-creditor's Common Units and may be prepaid at any time prior to the
due date. The Members acknowledge (i) that many of the partners in Blackstone BC
Capital Partners, L.P., Blackstone BC Offshore Capital Partners, L.P., and
Blackstone Family Media Partnership III L.P. are residents of New York City and
that tax liability for such Blackstone entities must be calculated using the
highest nominal, marginal federal, state, and local


                                      -25-


<PAGE>   27

income tax rates then imposed on such income of individual taxpayers residing in
New York City, with appropriate adjustments for the federal tax benefits from
the deduction for state and local taxes and (ii) that for each year, the
Blackstone entities' tax liability shall be equal to the greater of the regular
or alternative minimum tax liability taking into account alternative minimum tax
adjustments and carryfoward items arising from such entities' Membership
Interests in the Company. With respect to a Tax Loan to BCI (USA), LLC, the Tax
Loan Amount shall be determined as follows: based upon the certification of the
tax return preparer(s) of beneficial holders of membership interests in BCI
(USA), LLC to whom BCI (USA), LLC allocates at least seventy-five percent (75%)
of the taxable income allocated to it by the Company, BCI (USA), LLC shall
certify to the Company (i) the tax liability (estimated or actual) of such
beneficial holders attributable to the taxable income described in Section 4.8.2
or 4.8.3 that is allocated to such beneficial holders, and (ii) the percentage
of the taxable income allocated to BCI (USA), LLC by the Company that is
allocated by BCI (USA), LLC to such beneficial holders. The Tax Loan Amount
shall be equal to the amount of such certified tax liability, increased
proportionately to account for the beneficial holders of membership interests in
BCI (USA), LLC whose allocable shares of taxable income are not reflected in
such certified amount. For example, if BCI (USA), LLC certifies to the Company
that the applicable tax liability is Nine Million Dollars ($9,000,000) with
respect to beneficial holders to whom BCI (USA), LLC allocates ninety percent
(90%) of the taxable income allocated to it by the Company, then the Tax Loan
Amount shall be Ten Million Dollars ($10,000,000).

              4.8.2 Interest-Free Loan. With respect to any taxable year ending
prior to the second (2nd) anniversary of the Class C Common Measuring Date, if a
Common Member is allocated any taxable income arising from a sale or other
disposition (other than in the ordinary course of business) of the Property
contributed by such Member pursuant to Code Section 704(c) other than taxable
income arising from a fully taxable sale or disposition for which such Member
has elected to receive an interest-bearing Tax Loan under Section 4.8.3, then
(i) the Tax Loan for such tax liability shall be due and payable to the Company
no later than ninety (90) days after the second (2nd) anniversary of the Class C
Common Measuring Date (or if a Common Member exercises its put option pursuant
to the Bresnan Put Agreement, then the date of closing thereunder) and shall be
interest-free, and (ii) the Tax Loan Amount due shall be reduced by the amount
of income taxes paid by the Member attributable to its recognition of imputed
income under the interest-free Tax Loan.

              4.8.3 Interest-Bearing Loan. With respect to any taxable year
ending prior to the tenth (10th) anniversary of the Class C Common Measuring
Date, if a Common Member is allocated (i) any taxable income other than, in the
case of a Class C Common Member, an amount of taxable income equal to the amount
of the hypothetical remedial item of taxable income required to be taken into
account in determining the allocation of items of Depreciation to such Member
under Section 6.3.7(f), or (ii) any taxable income arising from a fully taxable
sale or disposition (other than in the ordinary course of business) of the
Property contributed by such Member pursuant to Section 704(c) other than an
amount for which the Member has elected to receive an interest-free Tax Loan
pursuant to Section 4.8.2, then the Tax Loan for such tax liability shall be due
and payable to the Company no later than the tenth (10th) anniversary of the
Class C Common Measuring Date and shall bear interest, compounded annually at a
rate per annum equal to the applicable federal rate under


                                      -26-


<PAGE>   28

Code Section 1274(d) for a loan due on the tenth (10th) anniversary of the Class
C Common Measuring Date plus 100 basis points.

              4.8.4 Acceleration of Repayment. Notwithstanding anything to the
contrary in this Section 4.8, (i) if the Company makes any distributions to the
Common Members pursuant to Section 6.9 or otherwise, the amount of each Common
Member's outstanding Tax Loan Amount equal to the amount of distributions made
to such Member pursuant to Section 6.9 or otherwise shall become due and payable
to the Company immediately, and (ii) if any Class C Common Member sells,
transfers, or exchanges any of its Class C Common Units (other than pursuant to
Section 7.2.3), the amount of such Member's outstanding Tax Loan Amount up to
the fair market value of the Units sold, transferred, or exchanged shall become
due and payable to the Company immediately; provided, however, that in the event
that a Class C Common Member exchanges its Class C Common Units for PublicCo
common stock pursuant to the Bresnan Exchange Agreement and not all shares of
PublicCo common stock received in such exchange are permitted by PublicCo to be
sold pursuant to a securities registration, only the amount of such Member's
outstanding Tax Loan Amount up to the excess, if any, of (i) the fair market
value of PublicCo common stock received by such Member that are permitted to be
sold, over (ii) forty-six percent (46%) of the fair market value of all PublicCo
common stock received by such Member in the exchange shall become due and
payable immediately. In the case described in the proviso of the preceding
sentence, the Company shall receive a security interest in the unsold PublicCo
common stock held by the Member, and as soon as any shares of PublicCo common
stock not permitted to be sold at the time of the exchange become eligible for
sale pursuant to a securities registration, such Member's outstanding Tax Loan
Amount equal to the fair market value of such shares shall become immediately
due and payable to the Company.

              4.8.5 Loan Documentation; Miscellaneous. A Member receiving a Tax
Loan shall cooperate with the Company to document the respective parties' rights
and obligations under the Tax Loan including, without limitation, loan
documentation providing for and perfecting a security interest as contemplated
by Section 4.8.1. Notwithstanding any provision to the contrary in Section 4.8,
(i) the Company shall not make a Tax Loan to any Member if the loan would
breach, or with the passage of time or the giving of notice result in a breach
of, any contractual covenants of the Company or its Subsidiaries, and (ii) a
Common Member entitled to receive a Tax Loan from the Company may waive its
right to receive the loan.

                                   ARTICLE V

                      MANAGEMENT AND CONTROL OF THE COMPANY

    5.1  Management of the Company by Manager.

              5.1.1 The Members hereby unanimously confirm the election of
PublicCo, or its successor-in-interest which acquires directly or indirectly
substantially all of the assets or businesses of PublicCo, as the manager of the
Company (the "MANAGER") for the period on and after November 8, 1999. At such
time as the Approval of the Members means the affirmative vote, approval or
consent of Members holding more than fifty percent (50%) of


                                      -27-

<PAGE>   29


the Common Units, CII, or its successor-in-interest which acquires directly or
indirectly substantially all of the assets or businesses of CII, shall be the
Manager in place of PublicCo without further action of the Members and each of
the Members hereby consents to such election of CII. No Person may be elected as
Manager in addition to or in substitution of CII or PublicCo, other than an
Affiliate of CII or PublicCo or any of their successors-in-interest which
acquire directly or indirectly substantially all of the assets or businesses of
any Affiliate of CII or PublicCo, without the approval of the Common Members
owning a majority of each class of Common Units; provided, however, that no
approval of the Class C Common Members shall be required if there are fewer than
Two Million (2,000,000) Class C Common Units outstanding. Except as otherwise
required by applicable law and as provided in Section 5.2 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.

              5.1.2 The Manager shall be authorized to elect, remove or replace
directors and officers of the Company, who, subject to the direction of the
Manager, 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 a resolution or resolutions of the Manager.

              5.1.3 Except as otherwise required by 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. The Manager may delegate
its authority under this Section 5.1.3 to the officers of the Company.

              5.1.4 No annual or regular meetings of the Manager are required.
The Manager may, by written consent and without prior notice (provided that
prompt subsequent notice is given to the Members), take any action which it is
otherwise required to take at a meeting.

              5.1.5 Except as provided in this Agreement, 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
corporate director of like position would exercise under similar circumstances,
in the manner it reasonably believes to be in the best interests of the Company.
In discharging its duties, the Manager shall not be liable to the Company or to
any Member for any act or omission performed or omitted by such Person in good
faith on behalf of, or in connection with the business and affairs of, the
Company and in a manner reasonably believed to be within the scope of authority
conferred on such Person by this Agreement, except that such Person shall be
liable in respect of any loss, damage, or claim incurred by such Person by
reason of such Person's fraud, deceit, reckless or intentional misconduct, gross
negligence, or a knowing violation of law with respect to such acts or
omissions.

              5.1.6 Notwithstanding the other provisions of this Section 5.1 but
subject to the provisions of Section 4.7, the Manager shall provide the Bresnan
Holders that are Affiliates of Blackstone Group L.P. consultative rights
reasonably acceptable to the

                                      -28-

<PAGE>   30

Manager so that such Bresnan Holders may maintain their VCOC status as long as
they hold Class C Common Units and qualify under the VCOC Exception.

              5.1.7 Notwithstanding the other provisions of this Section 5.1, in
connection with PublicCo's contribution to the Company of the net cash proceeds
and assets received in respect of (i) the issuance of securities or incurrence
of indebtedness for borrowed money or for acquisition of assets by PublicCo or
(ii) the incurrence of any obligation by PublicCo under a capital lease, the
Manager shall issue securities or indebtedness of the Company to PublicCo that
mirrors to the extent practicable the terms and conditions of such securities,
indebtedness or capital lease obligation of PublicCo, as reasonably determined
by the Manager.

    5.2  Board of Directors.

              5.2.1 Notwithstanding Section 5.1, the Manager may delegate its
power to manage the business of the Company to a Board of Directors (the
"BOARD") which, subject to the resolutions adopted by the Manager from time to
time, 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 the Manager and as are not by
statute or by this Agreement required to be exercised or done only by the
Manager. The rights and duties of the members of the Board may not be assigned
or delegated to any Person; provided that the officers specified in Section 5.4
shall act in accordance with the directions and authorizations of the Board;
provided further that the Board may create committees, having such powers and
performing such duties as may be assigned to it by the Board, to assist the
Board and the officers in the governance of areas of importance to the Company.

              5.2.2 Except as otherwise provided herein and to the extent that
there has been a delegation of authority under Section 5.1.2, members of the
Board 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.

              5.2.3 The number of directors shall be determined by the Manager
and may be changed from time to time by the Manager. Each director shall be
appointed by the Manager and shall serve in such capacity until the earlier of
his or her resignation or removal (with or without cause) or replacement by the
Manager.

              5.2.4 In the event that any action of the Manager conflicts with
any action of the Board or any other Person, the action of the Manager shall
control.

    5.3  Board of Director Meetings.

              5.3.1 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.

              5.3.2 Special Meetings. Special meetings of the Board may be
called by the Chief Executive Officer or any member of the Board on twenty-four
(24) hours' notice to each director. Notice of a special meeting may be given by
facsimile.

                                      -29-

<PAGE>   31

              5.3.3 Telephonic Meetings. Members of the Board may participate in
any regular or special meetings 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 5.3.3 will constitute presence in person at such meeting.

              5.3.4 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 or this Agreement. If a quorum is not present at any meeting of the
Board, the directors present 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.

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

              5.3.6 Board's Duty of Care. Except as provided in this Agreement,
the director's duty of care in the discharge of his duties to the Company and
the Members is limited to discharging his duties pursuant to this Agreement in
good faith, with the care a corporate director of like position would exercise
under similar circumstances, in the manner he reasonably believes to be in the
best interests of the Company. In discharging his duties, the director shall not
be liable to the Company or to any Member for any act or omission performed or
omitted by such director in good faith on behalf of, or in connection with the
business and affairs of, the Company and in a manner reasonably believed to be
within the scope of authority conferred on such director by this Agreement,
except that such director shall be liable in respect of any loss, damage, or
claim incurred by such director by reason of such Person's fraud, deceit,
reckless or intentional misconduct, gross negligence, or a knowing violation of
law with respect to such acts or omissions.

    5.4  Officers.

              5.4.1 Number, Titles, and Qualification. The Company shall have
such officers as may be necessary or desirable for the business of the Company.
The officers of the Company may include a Chairman of the Board, a Chief
Executive Officer, a President, one or more Vice Presidents, a Chief Financial
Officer, a Secretary, one or more Assistant Secretaries, a Treasurer, and one or
more Assistant Treasurers. The Chairman of the Board, Chief Executive Officer,
President, Executive Vice Presidents, Senior Vice Presidents, and Chief
Financial Officer shall be elected by the Manager or the Board. The Company
shall have such other officers as may from time to time be appointed by the
Manager, the Board, or the Chief Executive Officer. Each officer shall hold
office until his or her successor is elected or appointed, as the case may be,
and qualified or until his or her resignation or removal. Any number of offices
may be held by the same person.

              5.4.2 Removal. Any officer of the Company may be removed at any
time, with or without cause, by the Manager, by the Chairman of the Board, by
the Board, or,



                                      -30-
<PAGE>   32


except as to the Chairman of the Board, President, Executive Vice Presidents,
Senior Vice Presidents, and Chief Financial Officer, by the Chief Executive
Officer.

              5.4.3 Resignations. Any officer may resign at any time by giving
written notice to the Company; provided, however, that notice to the Chairman of
the Board, the Chief Executive Officer or the Secretary shall be deemed to
constitute notice to the Company. Such resignation shall take effect upon
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

              5.4.4 Vacancies. Any vacancy among the officers, whether caused by
death, resignation, removal or any other cause, shall be filled in the manner
prescribed for election or appointment to such office.

              5.4.5 Action with Respect to Securities of Other Entities. Unless
otherwise directed by the Manager, the Board, the Chairman of the Board, the
Chief Executive Officer or any other officer of the Company authorized by the
Manager, the Chairman of the Board, or the Chief Executive Officer shall have
power to vote and otherwise act on behalf of the Company, in person or by proxy,
at any meeting of stockholders or equity holders of or with respect to any
action of stockholders or equity holders of any Person in which the Company may
hold securities and otherwise to exercise any and all rights and powers which
this Company may possess by reason of its ownership of securities in such
Person.

              5.4.6 Bonds of Officers. If required by the Manager, the Chairman
of the Board, the Board, or the Chief Executive Officer, any officer of the
Company shall give a bond for the faithful discharge of his or her duties in
such amount and with such surety or sureties as the Manager, the Chairman of the
Board, the Board, or the Chief Executive Officer may require.

              5.4.7 Compensation. The salaries of the officers shall be fixed
from time to time by the Board, unless and until the Board appoints a
Compensation Committee.

              5.4.8 Officers of Operating Companies, Regions or Divisions. The
Chief Executive Officer shall have the power to appoint, remove and prescribe
the terms of office, responsibilities and duties of the officers of the
operating companies, regions or divisions of the Company, other than those who
are officers of the Company appointed by the Manager or the Board.

              5.4.9 Duties and Authority of Officers.

                    (a) Chairman of the Board. The Chairman of the Board shall
have general and active responsibility for the management of the business of the
Company and shall be responsible for implementing all orders and resolutions of
the Manager or the Board. The Chairman of the Board shall be elected from among
the directors, and the Chairman of the Board or, at the election of the Chairman
of the Board, the Chief Executive Officer shall preside at all meetings of the
Members and directors. The Chief Executive Officer shall report to the Chairman
of the Board.


                                      -31-
<PAGE>   33

                    (b) Chief Executive Officer. The Chief Executive Officer
shall supervise the daily operations of the business of the Company, and shall
report to the Chairman of the Board. Subject to the provisions of this Agreement
and to the direction of the Manager, the Chairman of the Board, or the Board, he
or she shall perform all duties which are commonly incident to the office of
chief executive officer of a corporation organized under the laws of the State
of Delaware or which are delegated to him or her by the Manager, the Chairman of
the Board, or the Board. To the fullest extent permitted by law, he or she shall
have power to sign all contracts and other instruments of the Company which are
authorized and shall have general supervision and direction of all of the other
officers, employees and agents of the Company. The Chief Executive Officer shall
perform the duties and exercise the powers of the Chairman of the Board in the
event of the Chairman of the Board's absence or disability.

                    (c) President. The President shall have such powers and
duties as may be delegated to him or her by the Manager, the Chairman of the
Board, the Board, or the Chief Executive Officer. The President shall perform
the duties and exercise the powers of the Chief Executive Officer in the event
of the Chief Executive Officer's absence or disability.

                    (d) Vice President. Each Vice President shall have such
powers and duties as may be delegated to him or her by the Manager, the Chairman
of the Board, the Board, or the Chief Executive Officer.

                    (e) Chief Financial Officer. The Chief Financial Officer
shall have responsibility for maintaining the financial records of the Company.
He or she shall render from time to time an account of all such transactions and
of the financial condition of the Company. The Chief Financial Officer shall
also perform such other duties as the Manager, the Board, or the Chief Executive
Officer may from time to time prescribe.

                    (f) Treasurer. The Treasurer shall have the responsibility
for investments and disbursements of the funds of the Company as are authorized
and shall render from time to time an account of all such transactions. The
Treasurer shall also perform such other duties as the Manager, the Board, or the
Chief Executive Officer may from time to time prescribe.

                    (g) The Secretary. The Secretary shall issue all authorized
notices for, and shall keep minutes of, all meetings of the Members and the
Board. He or she shall have charge of the corporate books and shall perform such
other duties as the Manager, the Board, or the Chief Executive Officer may from
time to time prescribe.

                    (h) Delegation of Authority. The Manager, the Chairman of
the Board, the Board, or the Chief Executive Officer may from time to time
delegate the powers or duties of any officer to any other officers or agents,
notwithstanding any provision hereof.

    5.5  Indemnification.

              5.5.1 Indemnification. To the extent permitted by applicable law,
a Member (and its respective officers, directors, agents, shareholders, members,


                                      -32-
<PAGE>   34


partners, and Affiliates), Manager (and its respective officers, directors,
agents, shareholders, members, partners, and Affiliates), director of the
Company, or officer of the Company shall be entitled to indemnification from the
Company for any loss, damage, or claim incurred by such Person by reason of any
act or omission performed or omitted by such Person in good faith on behalf of,
or in connection with the business and affairs of, the Company and in a manner
reasonably believed to be within the scope of authority conferred on such Person
by this Agreement and, if applicable, the Approval of the Members or
authorizations of the Manager or the Board, except that no such Person shall be
entitled to be indemnified in respect of any loss, damage, or claim incurred by
such Person by reason of such Person's fraud, deceit, reckless or intentional
misconduct, gross negligence, or a knowing violation of law with respect to such
acts or omissions; provided, however, that any indemnity under this Section
5.5.1 shall be provided out of and to the extent of Company assets only, no debt
shall be incurred by the Members in order to provide a source of funds for any
indemnity, and no Member shall have any personal liability (or any liability to
make any additional Capital Contributions) on account thereof.

              5.5.2 Expenses. To the extent permitted by applicable law,
expenses (including reasonable legal fees) incurred by a Member (and its
respective officers, directors, agents, shareholders, members, partners or
Affiliates), Manager (and its respective officers, directors, agents,
shareholders, members, partners or Affiliates), director of the Company, or
officer of the Company in such Person's capacity as such in defending any claim,
demand, action, suit, or proceeding shall, from time to time, be advanced by the
Company prior to the final disposition of such claim, demand, action, suit, or
proceeding upon receipt by the Company of an undertaking by or on behalf of the
Member (or its respective officers, directors, agents, shareholders, members,
partners or Affiliates, as applicable), Manager (or its respective officers,
directors, agents, shareholders, members, partners or Affiliates, as
applicable), director or officer to repay such amount if it shall be determined
that such Person is not entitled to be indemnified as authorized in Section
5.5.1 hereof.

    5.6  Devotion of Time. Except as required by any individual contract and
notwithstanding any provision to the contrary in this Agreement, no Manager,
director of the Company, or officer of the Company is obligated to devote all of
such Person's time or business efforts to the affairs of the Company, but shall
devote such time, effort, and skill as such Person deems appropriate for the
operation of the Company.

    5.7  Competing Activities. Except as provided by any individual contract:
(i) any Manager or Member (and their respective officers, directors, agents,
shareholders, members, partners or Affiliates) may engage or invest in,
independently or with others, any business activity of any type or description,
including without limitation those that might be the same as or similar to the
Company's business or the business of any Subsidiary and that might be in direct
or indirect competition with the Company or any Subsidiary; (ii) neither the
Company or any Subsidiary nor any Member shall have any right in or to such
other ventures or activities or to the income or proceeds derived therefrom;
(iii) no Manager or Member (and their respective officers, directors, agents,
shareholders, members, partners or Affiliates) shall be obligated to present any
investment opportunity or prospective economic advantage to the Company or any
Subsidiary, even if the opportunity is of the character that, if presented to
the Company or any Subsidiary, could be taken by the Company or any Subsidiary;
and (iv) any Manager or Member (and their respective officers, directors,
agents,


                                      -33-


<PAGE>   35

shareholders, members, partners or Affiliates) shall have the right to hold any
investment opportunity or prospective economic advantage for such Manager's or
Member's (and their respective officers', directors', agents', shareholders',
members', partners' or Affiliates') own account or to recommend such opportunity
to Persons other than the Company or any Subsidiary; (i) provided that as a
condition to election as Manager and receiving a Membership Interest in the
Company upon consummation of the IPO, PublicCo agrees that until all outstanding
shares of Class B Common Stock have been converted into shares of Class A Common
Stock in accordance with Clause (b)(viii) of Article Fourth of PublicCo's
certificate of incorporation as constituted as of the Class B Common Measuring
Date, it shall not engage directly or indirectly, including without limitation
through any Subsidiary, in any business other than the Cable Transmission
Business and as a member of, and subscriber to, the portal joint venture with
Broadband Partners; (ii) provided further, that to the extent that, as of the
Class B Common Measuring Date, PublicCo was directly or indirectly engaged in,
or had agreed to acquire directly or indirectly, an Incidental Business, so long
as (a) such Incidental Businesses so engaged in by PublicCo on the Class B
Common Measuring Date in the aggregate on such date accounted for less than ten
percent (10%) of the consolidated revenues of the total business engaged in by
PublicCo, or (b) such Incidental Businesses which on the Class B Common
Measuring Date PublicCo had agreed to acquire in the aggregate on such date
accounted for less than ten percent (10%) of the consolidated revenues of the
total businesses to be acquired, as applicable, PublicCo may, directly or
indirectly, including through any Subsidiary, continue to conduct any such
Incidental Business and the foregoing limitation on the business and purpose of
PublicCo shall not require that any such Incidental Business be divested by
PublicCo, but PublicCo shall not, directly or indirectly, expand any such
Incidental Business by means of any acquisition or any commitment of PublicCo or
its Subsidiaries' resources or financial support. PublicCo also agrees that it
shall not (i) hold any assets, other than (a) working capital cash and cash
equivalents held for the payment of current obligations and receivables from the
Company; (b) Common Units; (c) back-to-back obligations and mirror equity
interests of the Company, consisting of obligations and equity securities (other
than Common Units, but including convertible securities), which are
substantially equivalent to liabilities or obligations or securities of PublicCo
to third parties; (d) assets subject to an existing obligation to contribute
such assets (or successor assets) to the Company in exchange for Units; (e)
assets acquired as a result of the issuance of (x) common stock of PublicCo
and/or preferred stock of PublicCo and/or (y) liabilities or obligations of
PublicCo, subject to an existing obligation to contribute such assets (or
successor assets) to the Company in exchange for Common Units (in respect of the
common stock of PublicCo issued) and/or for mirror equity securities (other than
Common Units, but including convertible securities, in respect of the mirror
equity securities issued) of the Company and/or liabilities or obligations of
the Company (in respect of the liabilities or obligations incurred), which are
substantially equivalent to the equity securities and/or liabilities and
obligations of PublicCo issued to acquire such assets; or (f) goodwill or
deferred tax assets, or (ii) incur any liabilities or obligations for borrowed
money, for acquisition of assets or under any capital lease, other than (a) in
connection with back-to-back obligations of the Company to PublicCo consisting
of liabilities or obligations of the Company which are substantially equivalent
to liabilities or obligations of PublicCo to a third party; (b) liabilities or
obligations incident to the acquisition of Units in exchange for common stock of
PublicCo; or (c) liabilities or obligations as contemplated by Clauses (i)(d)
and (e) immediately above. PublicCo further agrees (x) that it shall not issue,
transfer from treasury


                                      -34-

<PAGE>   36

stock or repurchase shares of its common stock unless in connection with any
such issuance, transfer, or repurchase PublicCo takes all requisite action such
that, after giving effect to all such issuances, transfers or repurchases, the
number of outstanding shares of common stock will equal on a one-for-one basis
the number of Common Units owned by PublicCo; (y) that it shall not issue,
transfer from treasury stock or repurchase shares of preferred stock of PublicCo
unless in connection with any such issuance, transfer or repurchase PublicCo
takes all requisite action such that, after giving effect to all such issuances,
transfers or repurchases, PublicCo holds mirror equity interests of the Company
which are in the aggregate substantially equivalent to the outstanding preferred
stock of PublicCo; and (z) upon any reclassification of the Common Units,
whether by combination, division or otherwise, it shall take all requisite
action so that the number of outstanding shares of common stock will equal on a
one-for-one basis the number of Common Units owned by PublicCo.

         The Company agrees that, until all outstanding shares of Class B Common
Stock have been converted into shares of Class A Common Stock in accordance with
Clause (b)(viii) of Article Fourth of PublicCo's certificate of incorporation as
constituted as of the Class B Common Measuring Date, without the Approval of the
Class A Common Members, (i) the Company shall not engage directly or indirectly,
including without limitation through any Subsidiary, in any business other than
the Cable Transmission Business and as a member of and subscriber to, the portal
joint venture with Broadband Partners; and (ii) to the extent that, as of the
Class B Common Measuring Date, the Company was directly or indirectly engaged
in, or had agreed to acquire directly or indirectly, an Incidental Business, so
long as (a) such Incidental Businesses so engaged in by the Company on the Class
B Common Measuring Date in the aggregate on such date accounted for less than
ten percent (10%) of the consolidated revenues of the total business engaged in
by the Company or (b) such Incidental Businesses which on the Class B Common
Measuring Date the Company had agreed to acquire in the aggregate on such date
accounted for less than ten percent (10%) of the consolidated revenues of the
total businesses to be acquired, as applicable, the Company may, directly or
indirectly, including through any Subsidiary, continue to conduct any such
Incidental Business and the foregoing limitation on the business and purpose of
the Company shall not require that any such Incidental Business be divested by
the Company, but the Company shall not, directly or indirectly, expand any such
Incidental Business by means of any acquisition or any commitment of the Company
or its Subsidiaries' resources or financial support.

         The Company and each Member acknowledge that the other Members, the
Manager (and their respective officers, directors, agents, shareholders,
members, partners or Affiliates) and the officers or directors of the Company
(to the extent expressly permitted in their employment agreement) might own or
manage other businesses, including businesses that may compete with the Company
or any Subsidiary for the time of the Member or Manager. Without limiting the
generality of the foregoing, the Company and each Member acknowledge that Vulcan
Ventures Inc., an Affiliate of CII and Vulcan Cable, entered into an agreement
to purchase convertible preferred stock of RCN Corporation, which may be deemed
to be engaged in the cable transmission business. The Company and each Member
acknowledge that none of them shall have any interest in the securities of RCN
Corporation to be acquired by Vulcan Ventures Inc. or any RCN Corporation common
stock into which such securities are convertible, and that Vulcan Ventures Inc.
shall not have any obligation

                                      -35-



<PAGE>   37

to them on account thereof. To the extent that, at law or at equity, any Member
or Manager (and their respective officers, directors, agents, shareholders,
members, partners or Affiliates) or officers or directors of the Company have
duties (including fiduciary duties) and liabilities relating to the Company and
the other Members, such Person shall not be liable to the Company or the other
Members for its good faith reliance on the provisions of this Agreement
including this Section 5.7. The Company and each Member hereby waive any and all
rights and claims that the Company or such Member may otherwise have against the
other Members and the Manager (and their respective officers, directors, agents,
shareholders, members, partners or Affiliates) or officers or directors of the
Company as a result of any such permitted activities. The provisions of this
Agreement, and any agreement between the Company and any Member entered into in
reliance on this Section 5.7, to the extent that they restrict the duties and
liabilities of a Manager or Member (and their respective officers, directors,
agents, shareholders, members, partners or Affiliates) or officers or directors
of the Company otherwise existing at law or in equity, are agreed by the Company
and the Members to replace such other duties and liabilities of such Person.

    5.8  Remuneration for Management or Other Services. The Manager, directors,
and officers of the Company shall be entitled to reasonable remuneration for
providing management or other services to the Company, all as determined by the
Manager.

    5.9  Reimbursement of Expenses. The Company shall reimburse the Manager,
directors of the Company, and officers of the Company for the actual and
reasonable costs, fees, and expenses paid or incurred by any Person for goods,
materials, services, and activities acquired or used by or for the benefit of
the Company, or performed or undertaken for the benefit of the Company. Without
limiting the generality of the foregoing, the Company shall reimburse PublicCo,
for all costs, fees, and expenses paid or incurred by PublicCo in connection
with the IPO and its compliance with the Securities Act, the Securities Exchange
Act of 1934, as amended, the Investment Company Act of 1940, as amended, and any
other applicable federal and state securities laws without duplication of any
expense paid.

                                   ARTICLE VI

                    ALLOCATIONS OF NET PROFITS AND NET LOSSES
                                       AND
                                  DISTRIBUTIONS

    6.1  Allocations of Net Profits. After giving effect to the special
allocations set forth in Sections 6.3 and 6.5 herein, Net Profits for any
Allocation Period shall be allocated to the Members as follows:

              6.1.1 For any Allocation Period ending prior to the Class B Common
Change Date, if the Company has Combined Book Losses for such Allocation Period,
then:

                    (a) to each of the Common Members (including the Class A
Common Members) other than the Class B Common Members, in an amount equal to (i)
the amount of Net Profits, multiplied by (ii) such Common Member's Percentage
Interest; and


                                      -36-
<PAGE>   38

                    (b) in addition to the amount allocated to the Class A
Common Members pursuant to Section 6.1.1(a), to the Class A Common Members, to
be allocated among them in proportion to their Percentage Interests, in an
amount equal to (i) the amount of Net Profits, multiplied by (ii) the Class B
Common Members' aggregate Percentage Interests.

              6.1.2 For any Allocation Period ending after the Class B Common
Change Date, if the Company has Combined Book Losses for such Allocation Period,
then to each of the Common Members in accordance with such Common Member's
Percentage Interest.

              6.1.3 For any Allocation Period ending after the Class B Common
Measuring Date, if the Company has Combined Book Profits for such Allocation
Period and if there is any Special Allocation Amount as of the beginning of such
Allocation Period, then:

                    (a) to each of the Common Members (including the Class A
Common Members) other than the Class B Common Members, in an amount equal to (i)
the amount of Net Profits, multiplied by (ii) such Common Member's Percentage
Interest;

                    (b) in addition to the amount allocated to the Class A
Common Members pursuant to Section 6.1.3(a), to the Class A Common Members, to
be allocated among them in proportion to their Percentage Interests, in an
amount equal to (i) the amount of Net Profits, multiplied by (ii) the product of
the Class B Common Members' aggregate Percentage Interests and the Special
Allocation Amount Ratio; provided, however, that the allocation of Net Profits
pursuant to this Section 6.1.3(b) shall be subject to Section 6.4; and

                    (c) to the Class B Common Members, to be allocated among
them in proportion to their Percentage Interests, in an amount equal to (i) the
amount of Net Profits multiplied by the Class B Common Members' aggregate
Percentage Interests, minus (ii) the amount of Net Profits allocated to the
Class A Common Members pursuant to Section 6.1.3(b) for such Allocation Period.

              6.1.4 For any Allocation Period ending after the Class B Common
Measuring Date, if the Company has Combined Book Profits for such Allocation
Period and if there is no Special Allocation Amount as of the beginning of such
Allocation Period, then to each of the Common Members in accordance with such
Common Member's Percentage Interest.

    6.2  Allocations of Net Losses. After giving effect to the special
allocations set forth in Sections 6.3 and 6.5 herein, Net Losses for any
Allocation Period shall be allocated to the Members as follows:

              6.2.1 For any Allocation Period ending prior to the Class B Common
Change Date:

                    (a) to each of the Common Members (including the Class A
Common Members) other than the Class B Common Members, in an amount equal to (i)
the amount of Net Losses, multiplied by (ii) such Common Member's Percentage
Interest; and


                                      -37-
<PAGE>   39

                    (b) in addition to the amount allocated to the Class A
Common Members pursuant to Section 6.2.1(a), to the Class A Common Members, to
be allocated among them in proportion to their Percentage Interests, in an
amount equal to (i) the amount of Net Losses, multiplied by (ii) the Class B
Common Members' aggregate Percentage Interests.

              6.2.2 For any Allocation Period ending after the Class B Common
Change Date, to each of the Common Members in accordance with such Common
Member's Percentage Interest.

              6.2.3 Notwithstanding Sections 6.2.1 and 6.2.2, an allocation of
Net Losses under Section 6.2.1 or 6.2.2 hereof shall not be made to the extent
it would create or increase an Adjusted Capital Account Deficit for a Member or
Members at the end of any Allocation Period. Any Net Losses not allocated
because of the preceding sentence shall be allocated to the other Member or
Members in proportion to such Member's or Members' respective Percentage
Interests; provided, however, that to the extent such allocation would create or
increase an Adjusted Capital Account Deficit for another Member or Members at
the end of any Allocation Period, such allocation shall be made to the remaining
Member or Members in proportion to the respective Percentage Interests of such
Member or Members.

    6.3  Special Allocations. The following special allocations shall be made in
the following order:

              6.3.1 Minimum Gain Chargeback. Except as otherwise provided in
Regulations Section 1.704-2(f), notwithstanding any other provision of this
Article VI, if there is a net decrease in Company Minimum Gain during any
Allocation Period, each Member shall be specially allocated items of Company
income and gain for such Allocation Period (and, if necessary, subsequent
Allocation Periods) in an amount equal to the portion of such Member's share of
the net decrease in Company Minimum Gain which share of such net decrease shall
be determined in accordance with Regulations Section 1.704-2(g)(2). Allocations
pursuant to the previous sentence shall be made in proportion to the respective
amounts required to be allocated to each Member pursuant thereto. The items to
be so allocated shall be determined in accordance with Regulations Section
1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.3.1 is intended to comply with
the minimum gain chargeback requirement contained in Regulations Section
1.704-2(f) and shall be interpreted consistently therewith.

              6.3.2 Member Minimum Gain Chargeback. Except as otherwise provided
in Regulation Section 1.704-2(i)(4), notwithstanding any other provision of this
Article VI, if there is a net decrease in Member Nonrecourse Debt Minimum Gain
attributable to a Member Nonrecourse Debt during any Allocation Period, each
Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable
to such Member Nonrecourse Debt (which share shall be determined in accordance
with Regulations Section 1.704-2(i)(5)) shall be specially allocated items of
Company income and gain for such Allocation Period (and, if necessary,
subsequent Allocation Periods) in an amount equal to that portion of such
Member's share of the net decrease in Member Nonrecourse Debt Minimum Gain
attributable to such Member Nonrecourse Debt, determined in accordance with
Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence
shall

                                      -38-


<PAGE>   40

be made in proportion to the amounts required to be allocated to each Member
pursuant thereto. The items to be so allocated shall be determined in accordance
with Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3.2 is
intended to comply with the minimum gain chargeback requirement contained in
Regulations Section 1.704-2(i)(4) and shall be interpreted consistently
therewith.

              6.3.3 Qualified Income Offset. In the event any Member
unexpectedly receives any adjustments, allocations, or distributions described
in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6) or any other event
creates an Adjusted Capital Account Deficit, items of Company income and gain
shall be specially allocated to each such Member in an amount and manner
sufficient to eliminate the Adjusted Capital Account Deficit of such Member as
quickly as possible, provided that an allocation pursuant to this Section 6.3.3
shall be made only if and to the extent that such Member would have an Adjusted
Capital Account Deficit after all other allocations provided for in this Article
VI have been tentatively made as if this Section 6.3.3 were not in the
Agreement.

              6.3.4 Nonrecourse Deductions Referable to Liabilities Owed to
Non-Members. Any Nonrecourse Deductions for any Allocation Period and any other
deductions or losses for any Allocation Period referable to a liability owed by
the Company to a Person other than a Member to the extent that no Member bears
the economic risk of loss shall be specially allocated to the Members in
accordance with their Percentage Interests.

              6.3.5 Member Nonrecourse Deductions. Any Member Nonrecourse
Deductions for any Allocation Period shall be specially allocated to the Member
who bears the economic risk of loss with respect to the Member Nonrecourse Debt
or other liability to which such Member Nonrecourse Deductions are attributable
in accordance with Regulations Section 1.704-2(i) and Regulations Section
1.704-1(b).

              6.3.6 Section 754 Adjustments. To the extent an adjustment to the
Basis of any Company asset pursuant to Code Section 734(b) or Code Section
743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be
taken into account in determining Capital Accounts, the amount of such
adjustment to Capital Accounts shall be treated as an item of gain (if the
adjustment increases the Basis of the asset) or loss (if the adjustment
decreases such Basis) and such gain or loss shall be specially allocated to the
Members in accordance with Regulations Section 1.704-1(b)(2)(iv)(m).

              6.3.7 Depreciation and Amortization. All of the remaining items of
Company deduction for Depreciation for any Allocation Period shall be specially
allocated to the Members as follows:

                    (a) For any Allocation Period ending prior to the Class B
Common Change Date, if the Company has Combined Book Losses for such Allocation
Period, then: (x) to each of the Common Members other than the Class A Common
Members, the Class B Common Members, and the Class C Common Members in an amount
equal to (i) the amount of the item to be allocated, multiplied by (ii) such
Member's Percentage Interest; and (y) to the Class A Common Members, to be
allocated among them in proportion to their Percentage Interests, in an amount
equal to (i) the amount of the item to be allocated, multiplied by (ii) the
Class B Common Members' aggregate Percentage Interests.


                                      -39-

<PAGE>   41

                    (b) For any Allocation Period ending after the Class B
Common Change Date, if the Company has Combined Book Losses for such Allocation
Period, then to each of the Common Members other than the Class A Common Members
and the Class C Common Members in an amount equal to (i) the amount of the item
to be allocated, multiplied by (ii) such Member's Percentage Interest.

                    (c) For any Allocation Period ending after the Class B
Common Measuring Date, if the Company has Combined Book Profits for such
Allocation Period and if there is any Special Allocation Amount as of the
beginning of such Allocation Period, then: (x) to each of the Common Members
other than the Class A Common Members, the Class B Common Members, and the Class
C Common Members in an amount equal to (i) the amount of the item to be
allocated, multiplied by (ii) such Member's Percentage Interest; (y) to the
Class A Common Members, to be allocated among them in proportion to their
Percentage Interests, in an amount equal to (i) the amount of the item to be
allocated, multiplied by (ii) the product of the Class B Common Members'
aggregate Percentage Interests and the Special Allocation Amount Ratio;
provided, however, that the allocation of items pursuant to this Section
6.3.7(c)(y) shall be subject to Section 6.4; and (z) to the Class B Common
Members, to be allocated among them in proportion to their Percentage Interests,
in an amount equal to (i) the amount of the item to be allocated multiplied by
the Class B Common Members' aggregate Percentage Interests, minus (ii) the
amount of such item allocated to the Class A Common Members pursuant to Section
6.3.7(c)(y) for such Allocation Period.

                    (d) For any Allocation Period ending after the Class B
Common Measuring Date, if the Company has Combined Book Profits for such
Allocation Period and if there is no Special Allocation Amount as of the
beginning of such Allocation Period, then to each of the Common Members other
than the Class A Common Members and the Class C Common Members in an amount
equal to (i) the amount of the item to be allocated, multiplied by (ii) such
Member's Percentage Interest.

                    (e) For any Allocation Period ending prior to the Class C
Common Change Date, to each of the Class C Common Members in an amount
determined as follows: The allocation provisions in this Article VI shall first
be applied tentatively without taking into account any items of Depreciation,
other than items of Depreciation allocated under Sections 6.3.4 and 6.3.5. Such
tentative application of the allocation provisions shall result in a calculation
of the amount of the taxable income or loss ("Tentative Taxable Income" or
"Tentative Tax Loss," respectively) that would be allocated to each Class C
Common Member by the Company if such tentative application were final. Next,
items of Depreciation under this Section 6.3.7(e) shall be allocated to each
Class C Common Member with Tentative Taxable Income to the extent necessary to
cause the amount of the taxable income, excluding any taxable income arising
from a sale or other disposition (other than in the ordinary course of business)
of any Class C Common Contributed Property (to the extent that at the time of
its contribution to the Company its Gross Asset Value differs from its Basis),
allocated to such Member by the Company to be equal, or as nearly equal as
possible, to zero. In allocating items of Depreciation to each Class C Common
Member with Tentative Taxable Income pursuant to the preceding sentence, the
Company shall, to the extent possible, allocate to such Member a uniform
percentage of each item of Depreciation allocated under Section 6.3.7. If the
allocation of items of Depreciation under



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<PAGE>   42


this Section 6.3.7(e) is insufficient to reduce to zero such taxable income for
each Class C Common Member, then such items shall be allocated to the Class C
Common Members in proportion to their respective Tentative Taxable Incomes. No
items of Deprecation under this Section 6.3.7(e) shall be allocated to any Class
C Common Member with a Tentative Tax Loss. For purposes of this Section 6.3.7,
the Company's taxable income or loss, as determined in accordance with Code
Section 703(a), shall include all items of income, gain, loss, or deduction
required to be stated separately pursuant to Code Section 703(a)(1). With
respect to each of Blackstone BC Capital Partners, L.P., Blackstone BC Offshore
Capital Partners, L.P., Blackstone Family Media Partnership III L.P., William J.
Bresnan, and BCI (USA), LLC, if the allocation of items of Depreciation to such
Member under the foregoing provisions of this Section 6.3.7(e), for any
Allocation Period ending prior to the Class C Common Change Date, is
insufficient to cause the amount of such Member's Alternative Minimum Tax (as
hereinafter defined) to be equal, or as nearly equal as possible, to zero, then
additional items of Depreciation shall be allocated to such Member under this
Section 6.3.7(e) to the extent necessary to cause such result. To the extent
practicable, such allocation of additional items of Depreciation shall be made
in a manner consistent with the provisions governing the allocation of other
items of Depreciation under this Section 6.3.7(e). For purposes of this Section
6.3.7(e), "Alternative Minimum Tax" means, with respect to such a Member, the
amount of the tax imposed by Code Section 55(a) (as determined in accordance
with Code Sections 55 through 59, inclusive), excluding any such tax
attributable to a sale or other disposition (other than in the ordinary course
of business) of any Class C Common Contributed Property (to the extent that at
the time of its contribution to the Company its Gross Asset Value differs from
its Basis), assuming that such Member has no income, gain, loss, deduction, or
other item to be taken into account for federal income tax purposes other than
such Member's allocations from the Company.

                    (f) For any Allocation Period ending after the Class C
Common Change Date, to each of the Class C Common Members in an amount
determined as follows: The allocation provisions in this Article VI, excluding
the provisions of Section 6.5 calling for offsetting special allocations to be
made as a result of the operation of this Section 6.3.7(f), shall first be
applied tentatively and with two hypothetical modifications. First, all items of
Depreciation, other than items of Depreciation allocated under Section 6.3.5,
shall be hypothetically allocated to the Members in accordance with their
Percentage Interests. Second, tax allocations with respect to each Class C
Common Contributed Property and to each property (other than cash) contributed
by CII in exchange for Class A Common Units (in each case, to the extent that at
the time of its contribution to the Company its Gross Asset Value differs from
its Basis) shall be hypothetically made using the Remedial Method so as to
eliminate distortions caused by the ceiling rule described in Regulations
Section 1.704-3(b)(1), without changing the amount of the items of Depreciation
(as determined under the rules of Regulations Section 1.704-1(b)(2)(iv)(g)(3))
that are hypothetically allocated pursuant to the preceding sentence and that
are attributable to such Class C Common Contributed Property or to such property
contributed by CII (in each case, to the extent that at the time of its
contribution to the Company its Gross Asset Value differs from its Basis). Such
tentative application of the allocation provisions shall result in a calculation
of the amount of the Tentative Taxable Income or Tentative Tax Loss that would
be allocated to each Class C Common Member by the Company if such tentative
application, with the two hypothetical modifications described above, were
final. Next, in lieu of the two hypothetical modifications described above,
items of Depreciation under this


                                      -41-
<PAGE>   43


Section 6.3.7(f) shall be allocated to each Class C Common Member so as to cause
the amount of the taxable income or loss allocated to such Member by the Company
(using the Traditional Method with respect to each Class C Common Contributed
Property and to each property (other than cash) contributed by CII in exchange
for Class A Common Units, in each case to the extent that at the time of its
contribution to the Company its Gross Asset Value differs from its Basis) to be
equal, or as nearly equal as possible, to that Member's Tentative Taxable Income
or Tentative Tax Loss, whichever is applicable. For purposes of this Section
6.3.7, Class C Common Contributed Property includes certain underlying assets
held directly or indirectly by the Company (e.g., the assets of CC VIII, LLC, a
Delaware limited liability company, or its successor) to the extent that, for
purposes of the application of Code Section 704(c) principles and Regulations
Section 1.704-3, a Class C Common Member is treated as a contributing partner or
its equivalent with respect to such assets.

                    (g) To the extent not allocated under (a), (b), (c), (d),
(e) or (f) above, to the Class A Common Members, to be allocated among them in
proportion to their Percentage Interests.

              If the aggregate amount of the items of Depreciation available to
be allocated under this Section 6.3.7 for any Allocation Period is less than the
sum of the items of Depreciation provided for under Section 6.3.7(a), (b), (c),
or (d), on the one hand, and the items of Depreciation provided for under
Section 6.3.7(e) or (f), on the other, then the items of Depreciation available
to be allocated under this Section 6.3.7 for such Allocation Period shall be
divided between Section 6.3.7(a), (b), (c), or (d), on the one hand, and Section
6.3.7(e) or (f), on the other, in proportion to the respective amounts of the
items of Depreciation provided for under such Sections.

              6.3.8 Preferred Return Allocations. All or a portion of the
remaining items of Company income and, to the extent income is insufficient,
gain shall be specially allocated to each Class A Preferred Member in an amount
equal to the cumulative Class A Preferred Return Amount (with respect to which
there has been no allocation under this Section 6.3.8) for any Class A Preferred
Units (i) redeemed from such Member during the Allocation Period pursuant to
Section 3.5.2 or 3.5.3, (ii) Transferred by such Member to PublicCo or any other
Person pursuant to the Rifkin Contribution Agreement, the Rifkin Put Agreement
or this Agreement, or (iii) with respect to which liquidating distributions are
made pursuant to Article IX. If, in addition to items of income, items of gain
are to be allocated pursuant to the foregoing sentence and the Company has items
of both short-term capital gain and long-term capital gain, all of the Company's
items of short-term capital gain shall be allocated before any items of
long-term capital gain are allocated.

    6.4 Certain Allocations to the Class A Common Members and the Class B Common
Members. Notwithstanding any other provision of this Article VI (other than the
Regulatory Allocations), the allocations to the Class A Common Members and the
Class B Common Members shall be subject to the following provisions:

              6.4.1 The allocations to the Class A Common Members of Net Profits
pursuant to Section 6.1.3(b) and of items of Depreciation pursuant to Section
6.3.7(c)(y) (collectively, the "Special Profit Allocations") shall be limited in
amount and made in a manner such that the total amount of the net taxable income
allocated to the Class A


                                      -42-


<PAGE>   44

Common Members  in respect of the aggregate Special Profit Allocations is no
greater than the total amount of the net tax loss allocated to the Class A
Common Members in respect of the aggregate Net Profits, Net Losses, and items of
Depreciation allocated to the Class A Common Members pursuant to Sections
6.1.1(b), 6.2.1(b), and 6.3.7(a)(y), respectively (collectively, the "Special
Loss Allocations").

              6.4.2 In the event of the dissolution of the Company or the
occurrence of any other event with respect to which the distribution rights of
the Class A Common Members or the Class B Common Members are determined in whole
or in part by reference to their Capital Account balances, the Special Loss
Allocations (to the extent that they have not previously been offset with
Special Profit Allocations or special allocations of other items pursuant to
this Section 6.4) shall be offset either with current Special Profit Allocations
or, to the extent that such current Special Profit Allocations are insufficient,
with special allocations between the Class A Common Members and the Class B
Common Members, to the extent possible, of other items of Company income, gain,
loss, or deduction. Capital Account adjustments shall be made to reflect such
allocations before any distributions in connection with such events are made.
The Manager shall make such offsetting special allocations of other items in
whatever manner it determines appropriate so that, after such offsetting
allocations are made: (i) the Capital Account balances of the Class A Common
Members and the Class B Common Members are, to the extent possible, equal to the
Capital Account balances such Members would have had if the Special Loss
Allocations, the Special Profit Allocations, Sections 6.1.3(c) and 6.3.7(c)(z),
and the exclusion of the Class B Common Members from Sections 6.1.1(a),
6.1.3(a), 6.2.1(a), 6.3.7(a)(x), and 6.3.7(c)(x) had not been part of this
Agreement; and (ii) to the maximum extent consistent with attaining the Capital
Account balances described in the preceding clause (i), the total amount of the
net taxable income allocated to the Class A Common Members in respect of the
aggregate Special Profit Allocations and special allocations of other items
pursuant to this Section 6.4 is no greater than the total amount of the net tax
loss allocated to the Class A Common Members in respect of the aggregate Special
Loss Allocations.

              6.4.3 In the event that Class A Common Units are transferred,
directly or indirectly, to PublicCo as part of a Non-Recognition Transaction, if
(i) the Special Loss Allocations have not been fully offset with prior or
current Special Profit Allocations or special allocations of other items
pursuant to this Section 6.4 and (ii) CII or Vulcan Cable so elects with respect
to its Class A Common Units transferred as part of such Non-Recognition
Transaction, then the Special Loss Allocations with respect to such Class A
Common Units (to the extent that they have not been so offset) shall be offset
with special allocations between the Class A Common Members and the Class B
Common Members, to the extent possible, of other items of Company income, gain,
loss, or deduction. The Manager shall make such offsetting special allocations
of other items in whatever manner it determines appropriate so that, after such
offsetting allocations are made: (i) the Capital Account balances of the Class A
Common Members with respect to the Class A Common Units transferred as part of
such Non-Recognition Transaction are, to the extent possible, equal to the
Capital Account balances such Members would have had with respect to such Class
A Common Units if the Special Loss Allocations, the Special Profit Allocations,
Sections 6.1.3(c) and 6.3.7(c)(z), and the exclusion of the Class B Common
Members from Sections 6.1.1(a), 6.1.3(a), 6.2.1(a), 6.3.7(a)(x), and 6.3.7(c)(x)
had not been part of this


                                      -43-
<PAGE>   45

Agreement; and (ii) to the maximum extent consistent with attaining the Capital
Account balances described in the preceding clause (i), the total amount of the
net taxable income allocated to the Class A Common Members with respect to such
Class A Common Units in respect of the aggregate Special Profit Allocations and
special allocations of items pursuant to this Section 6.4 is no greater than the
total amount of the net tax loss allocated to the Class A Common Members with
respect to such Class A Common Units in respect of the aggregate Special Loss
Allocations.

              6.4.4 For purposes of this Section 6.4, net taxable income
allocated in respect of a Special Profit Allocation or a special allocation of
another item pursuant to Section 6.4.2 or 6.4.3 refers to the net taxable income
that is allocated in respect thereof for the same Allocation Period for which
such Special Profit Allocation or other special allocation is made.

              6.4.5 If any special allocations of other items are made pursuant
to Section 6.4.2 or 6.4.3, the Manager shall thereafter make appropriate
adjustments in the determination of the Special Allocation Amount and any
subsequent Special Profit Allocations so as to reflect that such special
allocations of other items have had the effect of offsetting certain Special
Loss Allocations.

              6.4.6 If any Class A Common Units are redeemed by the Company or
any additional Class A Common Units are issued, the Manager shall thereafter
make appropriate adjustments in the determination of the Special Allocation
Amount, any subsequent Special Profit Allocations, and any special allocations
of other items pursuant to Section 6.4.2 or 6.4.3 so that (i) the Special
Allocation Amount excludes any amount with respect to redeemed Units, and (ii)
the proportion in which the Special Profit Allocations are allocated among the
Class A Common Members takes into account that, as a result of the issuance of
additional Class A Common Units, the Percentage Interest of the Member to which
such Units were issued may need to be reduced for purposes of determining such
Member's proper share of the Special Profit Allocations.

    6.5  Curative Allocations.

              6.5.1 The allocations set forth in Sections 6.2.3, 6.3.1, 6.3.2,
6.3.3, 6.3.4, 6.3.5, and 6.3.6 (collectively, the "Regulatory Allocations") are
intended to comply with certain requirements of the Regulations. The allocations
set forth in Section 6.3.7 are intended to effectuate certain agreements of the
Members (such allocations other than the allocations set forth in Sections
6.3.7(a)(y) and 6.3.7(c)(y) are collectively referred to for purposes of this
Section 6.5.1 as the "Depreciation Allocations"). It is the intent of the
Members that, to the extent possible, the Regulatory Allocations and the
Depreciation Allocations shall be offset either with other Regulatory
Allocations or with special allocations of other items of Company income, gain,
loss, or deduction to the extent provided by this Section 6.5.1. Therefore,
subject to Section 6.5.2 but notwithstanding any other provision of this Article
VI (other than the Regulatory Allocations), the Manager shall make such
offsetting special allocations of Company income, gain, loss, or deduction in
whatever manner it determines appropriate so that, after such offsetting
allocations are made, a Member's Capital Account balance is, to the extent
possible, equal to the Capital Account balance such Member would have had (the
"Target Capital Account") if the


                                      -44-

<PAGE>   46

Regulatory Allocations and the Depreciation Allocations were not part of this
Agreement and all Company items were allocated pursuant to Sections 6.1, 6.2.1,
6.2.2, 6.3.7(a)(y), 6.3.7(c)(y), 6.3.8, and 6.4. In exercising its discretion
under this Section 6.5.1, the Manager shall take into account any future
Regulatory Allocations under Sections 6.3.1 and 6.3.2 that, although not yet
made, are likely to offset other Regulatory Allocations previously made under
Sections 6.3.4 and 6.3.5.

              6.5.2 The Manager shall implement the offsetting special
allocations in Section 6.5.1 in such a manner that:

                    (a) For any Allocation Period covered by Section 6.3.7(e),
no special allocations shall be made under Section 6.5.1 to either the Class A
Common Members or the Class C Common Members to offset the allocations made as a
result of the operation of Section 6.3.7(e), except in the event of the
dissolution of the Company or the occurrence of any other event with respect to
which the distribution rights of the Class A Common Members or the Class C
Common Members are determined in whole or in part by reference to their Capital
Account balances, in which case the special allocations to be made to the Class
A Common Members, the Class C Common Members, or both, to offset the allocations
arising as a result of the operation of Section 6.3.7(e) and the corresponding
Capital Account adjustments shall be made before any distributions in connection
with such events are made.

                    (b) For any Allocation Period covered by Section 6.3.7(f),
the special allocations to be made under Section 6.5.1 to the Class A Common
Members, the Class C Common Members, or both, to offset the allocations arising
as a result of the operation of Section 6.3.7(f) shall be limited in amount and
made in a manner such that the amount of the taxable income allocated to any
Class C Common Member shall be no less than, and the amount of the tax loss
allocated to any Class C Common Member shall be no greater than, that Member's
Tentative Taxable Income or Tentative Tax Loss, respectively, for such
Allocation Period; provided, however, that in the event of the dissolution of
the Company or the occurrence of any other event with respect to which the
distribution rights of the Class A Common Members or the Class C Common Members
are determined in whole or in part by reference to their Capital Account
balances, the foregoing limitations shall apply only to the extent consistent
with attaining the Target Capital Accounts and such Capital Account adjustments
shall be made before any distributions in connection with such events are made.

                    (c) In the case of the offsetting special allocations to be
made to the Class A Common Members, the Class C Common Members, or both, arising
as a result of the operation of Section 6.3.7(e), (i) the total amount of the
increase in the taxable income allocated to the Class A Common Members as a
result of such offsetting special allocations shall be no greater than the
excess, if any, of the Allocated Tax Deductions over the Baseline Tax
Deductions, and (ii) the total amount of the decrease in the taxable income
allocated to the Class A Common Members as a result of such offsetting special
allocations shall be no less than the excess, if any, of the Baseline Tax
Deductions over the Allocated Tax Deductions; provided, however, that in the
event of the dissolution of the Company or the occurrence of any other event
with respect to which the distribution rights of the Class A Common Members or
the Class C Common Members are determined in whole or in part by reference to
their Capital Account balances, the foregoing limitations shall apply only to
the


                                      -45-


<PAGE>   47

extent consistent with attaining the Target Capital Accounts and such Capital
Account adjustments shall be made before any distributions in connection with
such events are made. For purposes of this Section 6.5.2(c), the "Allocated Tax
Deductions" shall mean the total amount of the tax deductions allocated to the
Class A Common Members in respect of the items of Depreciation allocated to the
Class A Common Members pursuant to Section 6.3.7(g) for the Allocation Periods
ending prior to the Class C Common Change Date, and the "Baseline Tax
Deductions" shall mean the total amount of the tax deductions that would have
been allocated to the Class A Common Members if items of Depreciation allocated
under Section 6.3.7 had been allocated to the Class A Common Members in
accordance with their Percentage Interests for the Allocation Periods ending
prior to the Class C Common Change Date.

                    (d) For purposes of Sections 6.5.2(b) and 6.5.2(c), an
increase or decrease in taxable income or tax loss allocated in respect of an
offsetting special allocation refers to the increase or decrease in taxable
income or tax loss that is allocated in respect thereof for the same Allocation
Period for which such offsetting special allocation is made.

    6.6  Other Allocation Rules.

              6.6.1 Allocation of Items Included in Net Profits and Net Losses.
Whenever a proportionate part of the Net Profits or Net Losses is allocated to a
Member, every item of income, gain, loss, or deduction entering into the
computation of such Net Profits or Net Losses shall be credited or charged, as
the case may be, to such Member in the same proportion.

              6.6.2 Allocations in Respect of a Transferred Membership Interest.
If any Membership Interest is transferred, or is increased or decreased by
reason of the admission of a new Member or otherwise, during any Allocation
Period of the Company, (i) such transfer of or increase or decrease in
Membership Interest shall be deemed to have occurred as of the end of the day on
which such transfer or increase or decrease occurs, and (ii) each item of
income, gain, loss, deduction, or credit of the Company for such Allocation
Period shall be allocated among the Members, as determined by the Manager in
accordance with any method permitted by Code Section 706(d) and the Regulations
promulgated thereunder in order to take into account the Members' varying
interests in the Company during such Allocation Period.

    6.7  Tax Allocations.

              6.7.1 Code Section 704(c). The allocations specified in this
Agreement shall govern the allocation of items to the Members for Code Section
704(b) book purposes, and the allocation of items to the Members for tax
purposes shall be in accordance with such book allocations, except that solely
for tax purposes and notwithstanding any other provision of this Article VI:

                   (a) In accordance with Code Section 704(c) and the
Regulations thereunder, income, gain, loss, and deduction with respect to any
property contributed to the capital of the Company shall be allocated among the
Members (including Members who succeed to the Membership Interest of any other
Members or former members of the


                                      -46-
<PAGE>   48


Company) so as to take account of any variation between the Basis of such
property to the Company and its initial Gross Asset Value.

                   (b) In the event the Gross Asset Value of any Company asset
is adjusted pursuant to Subsection 2 of the definition of Gross Asset Value,
subsequent allocations of income, gain, loss, and deduction with respect to such
asset shall take account of any variation between the Basis of such asset and
its Gross Asset Value in the same manner as under Code Section 704(c) and the
Regulations thereunder.

                   (c) The allocations described in (a) and (b) above shall be
made in accordance with Regulations Section 1.704-3 using the Traditional
Method.

              6.7.2 Tax Credits. Tax credits, if any, shall be allocated among
the Members in proportion to their Percentage Interests.

              6.7.3 Excess Nonrecourse Liabilities. Solely for purposes of
determining a Member's share of the "excess nonrecourse liabilities" of the
Company within the meaning of Regulations Section 1.752-3(a)(3), the Members'
interests in Company profits are in proportion to their Percentage Interests.

    6.8  Obligations of Members to Report Consistently. The Members are aware of
the income tax consequences of the allocations specifically set forth in this
Article VI and hereby agree to be bound by such allocations in reporting their
shares of Company income and loss for income tax purposes.

    6.9  Distributions by the Company to Members. Prior to the occurrence of any
event specified in Section 9.1, and subject to availability of funds, applicable
law, and any limitations contained elsewhere in this Agreement, Net Cash From
Operations and Net Cash From Sales or Refinancings may be distributed at such
times and in such amounts as may be approved by the Manager, to Common Members
in proportion to their respective Percentage Interests.

    6.10 Advances or Drawings. Distributions of money and property shall be
treated as advances or drawings of money or property against a Member's
distributive share of income and as current distributions made on the last day
of the Company's taxable year with respect to such Member.

    6.11 Distributees; Liability for Distributions. All distributions made
pursuant to Section 6.9 shall be made only to the Persons who, according to the
books and records of the Company, hold the Membership Interests in respect of
which such distributions are made on the actual date of distribution. Neither
the Company nor any Member, Manager, or officer shall incur any liability for
making distributions in accordance with Section 6.9.

    6.12 Form of Distributions. A Member, regardless of the nature of the
Member's Capital Contributions, has no right to demand and receive any
distribution from the Company in any form other than money. No Member may be
compelled to accept from the Company a distribution of any asset in kind in lieu
of a proportionate distribution of money being made to other Members.


                                      -47-
<PAGE>   49

         6.13 Return of Distributions. Except for distributions made in
violation of the Act or this Agreement, or as otherwise required by law, no
Member shall be obligated to return any distribution to the Company or pay the
amount of any distribution for the account of the Company or to any creditor of
the Company. Notwithstanding any provision of this Agreement to the contrary, a
Member who receives a distribution from the Company shall have no liability to
return any portion of such distribution after the expiration of three (3) years
from the date of the distribution pursuant to Section 18-607(c) of the Act.

         6.14 Limitation on Distributions. Notwithstanding any provision to the
contrary in this Agreement, the Company shall not make a distribution to any
Member on account of such Member's interest in the Company if such distribution
would (i) violate Section 18-607 of the Act or other applicable law or (ii)
breach, or with the passage of time or the giving of notice result in a breach
of, any contractual covenants of the Company or its Subsidiaries (provided that
the Company shall negotiate such covenants in good faith to permit distributions
under Section 6.9.1).

         6.15 Withholding. Any tax required to be withheld with respect to any
Member under Section 1446 or other provisions of the Code, or under the law of
any state or other jurisdiction, shall be treated for all purposes of this
Agreement (i) as a distribution of cash to be charged against current or future
distributions to which such Member would otherwise have been entitled, or (ii)
if determined by the Manager in writing, as a demand loan to such Member bearing
interest at a rate per annum equal to the rate of interest then announced by The
Bank of New York as its prime commercial lending rate plus two hundred (200)
basis points.

                                  ARTICLE VII

                              TRANSFER OF INTERESTS

         7.1 Transfer of Interests In General.

               7.1.1 Conditions to Transfer. No Member shall be entitled to
Transfer all or any part of such Member's Membership Interest unless all of the
following conditions have been met: (a) the Company shall have received a
written notice of the proposed Transfer, setting forth the circumstances and
details thereof; (b) except for Transfers specifically authorized by Section
7.2.3, the Company shall (at its option) have received a written opinion from
counsel reasonably satisfactory to the Company, which in the case of a permitted
Transfer contemplated by Section 7.2 shall be the Company's counsel, in form and
substance reasonably satisfactory to the Company, specifying the nature and
circumstances of the proposed Transfer and any related transactions of which the
proposed Transfer is a part, and based on such facts stating that the proposed
Transfer and any related transactions will not be in violation of any of the
registration provisions of the Securities Act, or any applicable state
securities laws; (c) the Company shall have received from the transferee a
written consent to be bound by all of the terms and conditions of this Agreement
and, if such Transfer is to PublicCo and the Transferring Member receives common
stock of PublicCo in the exchange, a written consent from such Member not to
Transfer the common stock of PublicCo for one-hundred eighty (180) days after
the Class B Common Measuring Date; (d) the Transfer will not result in the loss
of any license or regulatory approval or exemption



                                      -48-
<PAGE>   50

that has been obtained by the Company and is materially useful in the conduct of
its business as then being conducted or proposed to be conducted; (e) the
Transfer will not result in a material and adverse limitation or restriction on
the operations of the Company taken as a whole; (f) the Company is reimbursed
upon request for its reasonable out-of-pocket expenses, except in the case of a
permitted Transfer contemplated by Section 7.2, in connection with the Transfer;
(g) if the Transfer to the proposed transferee is not otherwise specifically
authorized by Section 7.2, the Transfer has been approved by the Manager, which
consent may be given or withheld, conditioned or delayed as the Manager may
determine in its sole discretion; (h) if the proposed transferee is not a Member
or the Transfer to the proposed transferee is not otherwise specifically
authorized by Section 7.2, the Transfer receives the Approval of the Members;
(i) the Transfer will not cause the Company to be treated as a "publicly traded
partnership" within the meaning of section 7704 of the Code, and (j) the
Transfer will not cause the Company to be treated as an "investment company"
within the meaning of section 3 of the Investment Company Act of 1940, as
amended.

               7.1.2 Pledges. Notwithstanding anything to the contrary in
Section 7.1, a Member may pledge, grant a security interest in or otherwise
encumber all or a portion of its Membership Interest, without compliance with
Sections 7.1.1(g) and (h) but subject to the other provisions of Section 7.1, if
prior thereto, the pledgee or secured party delivers to the Company a written
agreement acknowledging receipt of a copy of this Agreement and unconditionally
agreeing that any foreclosure of the pledge or security interest shall be
treated as a Transfer of such Membership Interest to which all provisions of
this Article VII apply.

               7.1.3 Invalid Transfers. To the fullest extent permitted by law,
Transfers in violation of this Section 7.1 or in violation of any other
provision of this Article VII or this Agreement shall be null and void ab initio
and of no effect whatsoever.

         7.2 Permitted Transfers. Subject to the provisions of Section 7.1
(except with respect to the Transfers described in Sections 7.2.4 and 7.2.5),
the Units may be Transferred under the following circumstances:

               7.2.1 Class A Common Units. Class A Common Units may be
Transferred to any Person, including without limitation, PublicCo or any
Affiliate of CII or Vulcan Cable.

               7.2.2 Class B Common Units. Class B Common Units may be
Transferred to any Affiliate of PublicCo, CII, or Vulcan Cable.

               7.2.3 Class C Common Units. Class C Common Units may be
Transferred to the Bresnan Permitted Transferees, and Class C Common Units with
respect to which any option pursuant to the Bresnan Put Agreement has been
exercised and Paul G. Allen or the Company has breached its purchase obligations
under such put agreements may be Transferred to any transferee; provided,
however, that (i) each such transferee must agree to be bound by the terms of
this Agreement and other applicable equity documents (including the Bresnan
Exchange Agreement), (ii) each such transferee must represent that it is an
accredited investor and give such other investment representations and other
undertakings as


                                      -49-
<PAGE>   51

are customarily given by Persons acquiring securities in a private placement,
and (iii) the Transfer to such transferee must be effected pursuant to an
exemption from registration under applicable securities laws.

               7.2.4 Class A Preferred Units. Class A Preferred Units may be
Transferred to any Person to which a Class A Preferred Member is permitted to
assign its rights under the Rifkin Put Agreement in accordance with Section 10.9
thereof; provided, however, that (i) each such transferee agrees to be bound by
the terms of the Agreement, (ii) each such transferee (x) represents that it is
an accredited investor and gives such other investment representations and other
undertakings as are customarily given by Persons acquiring securities in a
private placement or (y) provides the Company with a written opinion of counsel
reasonably satisfactory to the Company that such Transfer would not result in a
violation of the registration requirements of the Securities Act, and (iii) any
such Transfer will not result in violation of the registration requirements of
the Securities Act.

               7.2.5 Transfer to Paul G. Allen, the Company, and Certain Other
Transferees. Notwithstanding anything to the contrary in this Agreement, all
Units shall be freely transferable without restriction to Paul G. Allen (or his
Affiliates), the Company, or any other Person to which Units may be put pursuant
to the Rifkin Put Agreement, or the Bresnan Put Agreement.

               7.2.6 Transfers to PublicCo. Notwithstanding anything to the
contrary in this Agreement, certain Persons may Transfer their Units to PublicCo
in exchange for the Class A Common Stock or Class B Common Stock of PublicCo,
pursuant to the terms of the Bresnan Exchange Agreement, the CII Exchange
Agreement, and certain employee option/compensatory plans and agreements of the
Company.

               7.2.7 Admission of a Transferee as a Member. Each transferee
(other than the Company) of a Transfer of a Membership Interest permitted by
Section 7.2 shall be admitted to the Company as a Member of the Company upon
completion of the Transfer in accordance with the conditions set forth in
Sections 7.1 and 7.2.

         7.3 Effective Date of Permitted Transfers. Any permitted Transfer of
all or any portion of a Membership Interest shall be effective no earlier than
the date following the date upon which the requirements of this Agreement have
been met. Any Transfer, issuance, or redemption of all or any portion of a
Membership Interest on any date shall be deemed to have occurred as of the end
of such date.

         7.4 Effect of Permitted Transfers. After the effective date of any
Transfer of any part of a Membership Interest in accordance with this Agreement,
the Membership Interest so Transferred shall continue to be subject to the
terms, provisions, and conditions of this Agreement and any further Transfers
shall be required to comply with all of the terms, provisions, and conditions of
this Agreement. Any transferee of all or any portion of a Membership Interest
shall take subject to the restrictions on Transfer imposed by this Agreement.
Notwithstanding anything to the contrary in this Section 7.4, any part of a
Membership Interest Transferred to the Company shall be deemed cancelled.


                                      -50-
<PAGE>   52

         7.5 Substitution of Members. Except as provided in Section 7.2, a
transferee of a Membership Interest shall not have the right to become a
substitute Member until each of the following is true: (i) the requirements of
Section 7.1.1 are satisfied; (ii) such Person executes an instrument
satisfactory to the Members approving the transfer and to the Manager accepting
and adopting the terms, provisions, and conditions of this Agreement, including
without limitation Section 10.15 herein, with respect to the acquired Membership
Interest; and (iii) such Person pays any reasonable out-of-pocket expenses of
the Company in connection with such Person's admission as a new Member. The
admission of a substitute Member shall not result in the release of the Member
who assigned the Membership Interest from any liability that such Member may
have to the Company.

                                  ARTICLE VIII

                   BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS

         8.1 Books and Records. The Manager shall cause the books and records of
the Company to be kept, and the financial position and the results of its
operations to be recorded, in accordance with generally accepted accounting
principles; provided, however, that the Manager may, to the extent appropriate
under applicable tax and accounting principles, maintain separate and
corresponding records for book and tax purposes. The books and records of the
Company shall reflect all the Company transactions and shall be appropriate and
adequate for the Company's business.

         8.2 Delivery to Members and Inspection.

               8.2.1 Upon the request of any Member, the Manager shall make
reasonably available to the requesting Member the Company's books and records;
provided, however, that the Manager shall have the right to keep confidential
from the Members, for such period of time as the Manager deems reasonable, any
information which the Manager reasonably believes to be in the nature of trade
secrets or other information the disclosure of which the Manager in good faith
believes is not in the best interest of the Company or could damage the Company
or its business or which the Company is required by law or by agreement with a
third party to keep confidential.

               8.2.2 Any request, inspection, or copying of information by a
Member under this Section 8.2 may be made by that Person or that Person's agent
or attorney.

         8.3 Financial Statements.

               8.3.1 General. The Manager shall provide any Member with such
periodic operating and financial reports of the Company as such Member may from
time to time reasonably request.

               8.3.2 Annual Report. The Manager shall cause annual audited
financial statements to be sent to each Member holding more than one Unit not
later than 90 days after the close of the calendar year, but in the case of a
Member holding more than one-tenth (1/10) of one percent (1%) of outstanding
Common Units, in no event later than when PublicCo receives such statements. The
report shall contain a balance sheet as of the end of the calendar year and an
income statement and statement of cash flow for the calendar year.


                                      -51-
<PAGE>   53

Such financial statements shall be prepared in accordance with generally
accepted accounting principles consistently applied and be accompanied by the
report thereon of the independent accountants engaged by the Company.

         8.4 Tax Returns. The Manager shall cause to be prepared at least
annually information necessary for the preparation of the Members' federal and
state income tax and information returns. The Manager shall send or cause to be
sent to each Member, or as soon as practicable following the end of each
Allocation Period, but in no event later than July 15, (i) such information as
is necessary to complete such Member's federal and state income tax or
information returns, and (ii) a schedule setting forth each Member's Capital
Account balance as of the end of the most recent Allocation Period; provided,
however, that the Manager shall send or cause to be sent to each Member such
information and schedule for the Allocation Period ended December 31, 2000, as
soon as practicable following December 31, 2000, but in no event later than
August 15, 2001. The Manager shall cause the income tax and information returns
for the Company to be timely filed with the appropriate authorities. If a Member
requests, the Company shall provide such Member with copies of the Company's
federal, state, and local income tax or information returns for that year,
tax-related schedules, work papers, appraisals, and other documents as
reasonably required by such Member in preparing its tax returns.

         8.5 Other Filings. The Manager also shall cause to be prepared and
timely filed, with appropriate federal and state regulatory and administrative
bodies, amendments to, or restatements of, the Certificate and all reports
required to be filed by the Company with those entities under the Act or other
then current applicable laws, rules, and regulations.

         8.6 Bank Accounts. The Manager shall maintain the funds of the Company
in one or more separate bank accounts in the name of the Company, and shall not
permit the funds of the Company to be commingled in any fashion with the funds
of any other Person.

         8.7 Accounting Decisions and Reliance on Others. All decisions as to
accounting matters, except as otherwise specifically set forth herein, shall be
made by the Manager or the Board. The Manager or the Board may rely upon the
advice of the Company's accountants as to whether such decisions are in
accordance with accounting methods followed for federal income tax purposes or
financial accounting purposes (as applicable).

         8.8 Tax Matters.

               8.8.1 Taxation as Partnership. The Company shall be treated as a
partnership for tax purposes. The Company shall avail itself of any election or
procedure under the Code or the Regulations and under state and local tax law,
including any "check-the-box" election, for purposes of having an entity
classified as a partnership for tax purposes, and the Members shall cooperate
with the Company in connection therewith and hereby authorize the Manager,
directors, and officers to take whatever actions and execute whatever documents
are necessary or appropriate to effectuate the foregoing.

               8.8.2 Elections; Tax Matters Partner. Subject to the provisions
of this Agreement, the Manager shall from time to time cause the Company to make
such tax elections as it deems to be necessary or appropriate. The Members
hereby designate CII as




                                      -52-
<PAGE>   54

the "tax matters partner" (within the meaning of Code Section 6231(a)(7)) to
represent the Company in connection with all examinations of the Company's
affairs by tax authorities, including without limitation resulting judicial and
administrative proceedings, and shall expend Company funds for professional
services and costs associated therewith.

               8.8.3 Section 754 Election. At the request of a transferee of or
other successor to any Units that takes a federal income tax basis in such Units
greater than the proportionate share of the Basis of the Company's property with
respect to such Units, the Manager shall cause the Company to make an election
under Section 754 of the Code, unless the Manager determines that such an
election should not be made because any Member who holds a number of Units (or
other equity interests) at least as great as the number (or value) being
transferred has a built-in federal income tax loss with respect to such Units
(or other equity interests) held objects to such an election. If the Company
elects, pursuant to Section 754 of the Code and any like provision of applicable
state law, to adjust the Basis of the Company's property or, if any other
information is necessary to implement this Section 8.8.3, then each Member shall
provide the Company with all information necessary to give effect to such
elections and to implement such provisions.

                                   ARTICLE IX

                           DISSOLUTION AND WINDING UP

         9.1 Dissolution. The Company shall be dissolved, its assets shall be
disposed of, and its affairs shall be wound up on the first to occur of the
following:

                        (a) The entry of a decree of judicial dissolution
pursuant to Section 18-802 of the Act;

                        (b) The Approval of the Members; provided, however, that
prior to the beginning of the Put Period (as defined in the Bresnan Put
Agreement), the Company will not be dissolved or liquidated without the consent
of all Bresnan Holders, which consent shall not be unreasonably withheld; or

                        (c) The last remaining Member's ceasing to be a Member
of the Company unless the Company is continued without dissolution in accordance
with the Act.

         9.2 Winding Up. Upon the occurrence of any event specified in Section
9.1, the Company shall continue solely for the purpose of winding up its affairs
in an orderly manner, liquidating its assets, and satisfying the claims of its
creditors. The Manager shall be responsible for overseeing the winding up and
liquidation of the Company, shall take full account of the assets and
liabilities of the Company, shall either cause its assets to be sold to any
Person or distributed to a Member, and if sold, as promptly as is consistent
with obtaining the fair market value thereof, shall cause the proceeds
therefrom, to the extent sufficient therefor, to be applied and distributed as
provided in Section 9.5 herein. All actions and decisions required to be taken
or made by such Person(s) under this Agreement shall be taken or made only with
the consent of all such Person(s).

         9.3 Distributions in Kind. Any non-cash asset distributed to one or
more Members shall first be valued at its fair market value to determine the
gain or loss that would have




                                      -53-
<PAGE>   55

been included in the amounts allocated pursuant to Article VI if such asset were
sold for such value. Such gain or loss shall then be allocated pursuant to
Article VI, and the Members' Capital Accounts shall be adjusted to reflect such
allocations. The amount distributed and charged to the Capital Account of each
Member receiving an interest in such distributed asset shall be the fair market
value of such interest (net of any liability secured by such asset that such
Member assumes or takes subject to). Notwithstanding anything to the contrary in
this Section 9.3, the Company shall not make distributions of non-cash assets to
any Member who objects.

         9.4 Determination of Fair Market Value. For purposes of Section 9.2 and
9.3, the fair market value of each asset of the Company shall be determined in
good faith by the Manager, or if the Common Members holding more than one
percent (1%) of all outstanding Common Units request, by an independent,
third-party appraiser experienced in the valuation of the type of assets at
issue, selected in good faith by the Manager and the Common Members requesting
such appraisal. The Company shall bear the costs of the appraisal.

         9.5 Order of Distributions Upon Liquidation. After satisfying (whether
by payment or reasonable provision for payment) the debts and liabilities of the
Company to the extent required by law, including without limitation debts and
liabilities to Members who are creditors of the Company to the extent permitted
by law, the remaining assets shall be distributed to the Members in the
following order:

               9.5.1 First, to the Class A Preferred Members as of the date of
distribution, pro rata to such Members in accordance with the respective sums of
(i) their Class A Preferred Contributed Amounts in respect of the Class A
Preferred Units then held by them, and (ii) the Class A Preferred Return Amounts
with respect to such Units, until each such Member shall have received an amount
equal to such sum with respect to such Member as of the date of distribution;
provided, however, that no distribution shall be made pursuant to this Section
9.5.1 that creates or increases a Capital Account deficit for any Member which
exceeds such Member's obligation deemed and actual to restore such deficit,
determined as follows: Distributions shall first be determined tentatively
pursuant to this Section 9.5.1 without regard to the Members' Capital Accounts,
and then the allocation provisions of Article VI shall be applied tentatively as
if such tentative distributions had been made. If any Member shall thereby have
a deficit Capital Account which exceeds such Member's obligation (deemed or
actual) to restore such deficit, the actual distribution to such Member pursuant
to this Section 9.5.1 shall be equal to the tentative distribution to such
Member less the amount of the excess to such Member; and

               9.5.2 Second, to the Common Members in accordance with their
positive Capital Account balances, after taking into account income and loss
allocations for the Company's taxable year during which liquidation occurs.

         Such liquidating distributions shall be made by the end of the
Company's taxable year in which the Company is liquidated, or, if later, within
ninety (90) days after the date of such liquidation.


                                      -54-
<PAGE>   56

         9.6 Limitations on Payments Made in Dissolution. 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 Net Profits reflected in such Member's
positive Capital Account balance, a Member shall have no recourse against the
Company or any other Member.

         9.7 Certificate of Cancellation. Upon completion of the winding up of
the affairs of the Company, the Manager, as an authorized person, shall cause to
be filed in the office of the Delaware Secretary of State, an appropriate
certificate of cancellation.

         9.8 Termination. The Company shall terminate when all of the assets of
the Company have been distributed in the manner provided for in this Article IX,
and the certificate of cancellation is filed in accordance with Section 9.7.

         9.9 No Action for Dissolution. Except as expressly permitted in this
Agreement and to the fullest extent permitted by law, a Member shall not take
any voluntary action that directly causes a dissolution of the Company.

         9.10 Bankruptcy or Incapacity of a Member. The bankruptcy (as defined
in the Act) of a Member or the incapacity of a Member who is an individual shall
not cause the Member to cease to be a Member of the Company, and upon such an
event, the Company shall continue without dissolution.

                                    ARTICLE X

                                  MISCELLANEOUS

         10.1 Complete Agreement. This Agreement (including any schedules or
exhibits hereto), any documents referred to herein or therein (the "TRANSACTION
DOCUMENTS"), and the Certificate contain the entire understanding of the parties
with respect to the subject matter hereof. There are no restrictions,
agreements, promises, representations, warranties, covenants or undertakings
with respect to the subject matter hereof other than those expressly set forth
or referred to herein or in the Transaction Documents. Except for the
Transaction Documents, this Agreement supersedes all prior agreements and
understandings between the parties with respect to its subject matter.

         10.2 Binding Effect. Subject to the provisions of this Agreement
relating to transferability, this Agreement shall be binding upon and inure to
the benefit of the Members, and their respective heirs, representatives,
successors and permitted assigns.

         10.3 Parties in Interest. Except as expressly provided in the Act,
nothing in this Agreement shall confer any rights or remedies under or by reason
of this Agreement on any Persons other than the Members and their respective
heirs, representatives, successors and permitted assigns nor shall anything in
this Agreement relieve or discharge the obligation or liability of any third
person to any party to this Agreement, nor shall any provision give any third
person any right of subrogation or action over or against any party to this
Agreement.


                                      -55-
<PAGE>   57

         10.4 Pronouns; Statutory References; Agreement References. All pronouns
and all variations thereof shall be deemed to refer to the masculine, feminine,
or neuter, singular or plural, as the context in which they are used may
require. Any reference to the Code, the Regulations, the Act, or other statutes
or laws shall include all amendments, modifications, or replacements of the
specific sections and provisions concerned. Any reference to any agreement
defined in Article I of this Agreement shall include all amendments,
modifications, or replacements of the specific sections and provisions
concerned.

         10.5 Headings. All headings herein are inserted only for convenience
and ease of reference and shall not be considered in the construction or
interpretation of any provision of this Agreement.

         10.6 References to this Agreement. Numbered or lettered articles,
sections, and subsections herein contained refer to articles, sections, and
subsections of this Agreement unless otherwise expressly stated.

         10.7 Governing Law. This Agreement shall be enforced, governed by, and
construed in accordance with the laws of the State of Delaware, regardless of
the choice or conflict of laws provisions of Delaware or any other jurisdiction.

         10.8 Severability. If any provision of this Agreement or the
application of such provision to any Person or circumstance shall be held
invalid, the remainder of this Agreement or the application of such provision to
Persons or circumstances other than those to which it is held invalid shall not
be affected thereby.

         10.9 Additional Documents and Acts. Each Member agrees to execute and
deliver, from time to time, such additional documents and instruments and to
perform such additional acts as may be necessary or appropriate to effectuate,
carry out, and perform all of the terms, provisions, and conditions of this
Agreement and the transactions contemplated hereby.

         10.10 Notices. Any notice to be given or to be served upon the Company
or any party hereto in connection with this Agreement shall be in writing (which
may include facsimile) and shall be deemed to have been given and received when
delivered to the address specified by the party to receive the notice. The
respective address of each Member shall be as set forth on Schedule A attached
hereto. Any party may, at any time by giving five (5) days' prior written notice
to the other parties, designate any other address in substitution of the
foregoing address to which such notice shall be given.

         10.11 Amendments. Any amendment to this Agreement shall be adopted and
be effective as an amendment hereto only upon the Approval of the Members;
provided, however, (i) that this Agreement may not be amended in a manner that
is adverse to the Class C Common Members, without the consent of Class C Common
Members owning a majority of the Class C Common Units adversely affected, (ii)
that this Agreement may not be amended in a manner that is adverse to the Class
A Common Members, without the approval of the Class A Common Members owning a
majority of the Class A Common Units adversely affected, and (iii) that this
Agreement may not be amended (a) in a manner that is adverse to the Class A
Preferred Members with respect to their redemption and




                                      -56-
<PAGE>   58

preferred return rights under Section 3.5.2 or 3.5.3, transfer rights under
Section 7.2.5, or liquidation rights under Section 9.5.1 or (b) in a manner that
adversely alters any other expressly articulated rights of the Class A Preferred
Members hereunder and that treats the Class A Preferred Members in a
discriminatory manner vis-a-vis the Common Members, without the consent of Class
A Preferred Members owning a majority of the Class A Preferred Units. Without
limiting the generality of the foregoing, no consent of the Members, other than
the Approval of the Members, shall be required to amend this Agreement (x) to
issue additional Units or any other securities of the Company pursuant to the
terms of this Agreement, (y) to admit additional Members in connection with any
issuance of Units to such Persons pursuant to the terms of this Agreement, or
(z) to subdivide or combine any outstanding Units pursuant to Section 3.6.1 of
this Agreement. Each Member hereby irrevocably constitutes and appoints the
Manager as its true and lawful attorney-in-fact, in its name, place, and stead,
to make, execute, acknowledge, and file any duly adopted amendment to or
restatement of this Agreement (solely to the extent that such Member's consent
is not required under this Agreement). It is expressly intended by each Member
that the power of attorney granted by the preceding sentence is coupled with an
interest, shall be irrevocable, and shall survive and not be affected by the
subsequent disability or incapacity of such Member (or if such Member is a
corporation, partnership, trust, association, limited liability company or other
legal entity, by the dissolution or termination thereof).

         10.12 No Interest in Company Property; Waiver of Action for Partition.
No Member has any interest in specific property of the Company or any
Subsidiary. Without limiting the foregoing, each Member irrevocably waives
during the duration of the Company any right that such Member may have to
maintain any action for partition with respect to the property of the Company.

         10.13 Multiple Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.

         10.14 Remedies Cumulative. The remedies under this Agreement are
cumulative and shall not exclude any other remedies to which any Person may be
lawfully entitled.

         10.15 Investment Representation. Each Member hereby represents to, and
agrees with, the other Members and the Company that such Member is acquiring the
Membership Interest for investment purposes for such Member's own account only
and not with a view to or for sale in connection with any distribution of all or
any part of the Membership Interest. No other Person will have any direct or
indirect beneficial interest in or right to the Membership Interest.

         10.16 Spousal Consent. Each Member who is a married individual shall,
upon becoming a Member or, if later, upon becoming married, cause his spouse to
execute a spousal consent in the form attached hereto as Schedule 10.16 and
shall furnish such consent to the Company.



                                      -57-
<PAGE>   59


         IN WITNESS WHEREOF, the parties have executed this Agreement, effective
as of the date first written above.



                                   Charter Communications, Inc.



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



                                   Class A Preferred Members
                                   Class A Common Members


                                   By: Charter Communications, Inc., as an
                                   attorney-in-fact pursuant to Section 10.11 of
                                   the Existing LLC Agreement



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



                                      -58-
<PAGE>   60




                                   BCI (USA), LLC

                                   By: Bresnan Communications, Inc., its
                                       managing member



                                   By: /s/ William J. Bresnan
                                      -----------------------
                                      Name:  William J. Bresnan
                                      Title: Chief Executive Officer





                                      /s/ William J. Bresnan
                                      ----------------------





                                      William J. Bresnan, individually



                                      -59-
<PAGE>   61


                                  Blackstone BC Capital Partners, Inc.

                                  By: Blackstone Management Associates III
                                      L.L.C., its general partner



                                  By: /s/ Mark T. Gallogly
                                     ---------------------
                                     Name:  Mark T. Gallogly
                                     Title: Member



                                  Blackstone BC Offshore Capital Partners, L.P.

                                  By: Blackstone Management Associates III
                                      L.L.C., its general partner



                                  By: /s/ Mark T. Gallogly
                                     ---------------------
                                     Name:  Mark T. Gallogly
                                     Title: Member



                                  Blackstone Family Media Partnership III L.P.

                                  By: Blackstone Management Associates III
                                      L.L.C., its general partner



                                  By: /s/ Mark T. Gallogly
                                     ---------------------
                                     Name:  Mark T. Gallogly
                                     Title: Member



                                      -60-
<PAGE>   62


Accepting its appointment as the Manager of the Company under and to the extent
provided in Section 5.1.1 of this Agreement:

                                Charter Investment, Inc.



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



                                Charter Communications, Inc.



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






                                      -61-
<PAGE>   63


                                   SCHEDULE A

     MEMBERS; ADDRESS; NUMBER OF UNITS (AS OF THE END OF THE EFFECTIVE DATE)

<TABLE>
<CAPTION>

                                                                                                                CLASS A
                                             CLASS A         CLASS B            CLASS C        CLASS A         PREFERRED
                 MEMBER/ADDRESS              COMMON          COMMON             COMMON        PREFERRED       CONTRIBUTED
                                                                                                                AMOUNT

-------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>                <C>           <C>              <C>
Charter Investment, Inc.                   217,585,246
12444 Powerscourt Drive, Suite 400
St. Louis, Missouri 63131
Attn:  Jerald L. Kent

Vulcan Cable III Inc.                      106,715,233
110 110th Avenue, N.E., Suite 550
Bellevue, WA 98004
Attn:  William D. Savoy

Charter Communications, Inc.                                222,089,746
12444 Powerscourt Drive, Suite 400
St. Louis, Missouri 63131
Attn:  Jerald L. Kent

BCI (USA), LLC                                                                4,980,411
c/o Bresnan Communications, Inc.
709 Westchester Avenue
White Plains, New York 10604
Attn:  Jeffrey S. DeMond and
       Robert V. Bresnan, Esq.

William J. Bresnan                                                             240,654
c/o Bresnan Communications, Inc.
709 Westchester Avenue
White Plains, New York 10604
Attn:  Jeffrey S. DeMond and
       Robert V. Bresnan, Esq

Blackstone BC Capital Partners L.P                                           8,092,934
c/o The Blackstone Group
345 Park Avenue
New York, New York 10154
Attn:  Simon Lonergan
</TABLE>



                                      -62-
<PAGE>   64

<TABLE>
<CAPTION>

                                                                                                                CLASS A
                                                CLASS A         CLASS B            CLASS C        CLASS A      PREFERRED
                 MEMBER/ADDRESS                 COMMON          COMMON             COMMON        PREFERRED    CONTRIBUTED
                                                                                                                 AMOUNT

-------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>             <C>               <C>          <C>            <C>
Blackstone BC Offshore Capital Partners L.P.                                      907,500
c/o The Blackstone Group
345 Park Avenue
New York, New York 10154
Attn:  Simon Lonergan

Blackstone Family Media Partnership III L.P.                                      574,496
c/o The Blackstone Group
345 Park Avenue
New York, New York 10154
Attn:  Simon Lonergan

Morris Children's Trust                                                                          325,412         $325,412
c/o Charles R. Morris III
4875 South El Camino Drive
Englewood, CO 80111

CRM II Limited Partnership, LLLP                                                               1,127,321       $1,127,321
c/o Charles R. Morris III
4875 South El Camino Drive
Englewood, CO 80111

Charles R. Morris, III                                                                         1,553,469       $1,553,469
4875 South El Camino Drive
Englewood, CO 80111
</TABLE>



                                      -63-
<PAGE>   65



                                 SCHEDULE 10.16



         The undersigned is the spouse of _____________ and acknowledges that
____ [he/she] has read the Amended and Restated Limited Liability Company
Agreement ("AGREEMENT") of Charter Communications Holding Company, LLC, a
Delaware limited liability company (the "Company"), dated as of ________, 1999,
as amended or supplemented from time to time, and understands its provisions.
The undersigned is aware that, by the provisions of the Agreement, ____ [he/she]
and _____ [his/her] spouse have agreed to sell or transfer all ____ [his/her]
Membership Interest in the Company, including any community property interest or
quasi-community property interest, in accordance with the terms and provisions
of the Agreement. The undersigned hereby expressly approves of and agrees to be
bound by the provisions of the Agreement in its entirety, including, but not
limited to, those provisions relating to the sales and transfers of Membership
Interests and the restriction thereon. If the undersigned predeceases ____
[his/her] spouse when ____ [his/her] spouse owns any Membership Interest in the
Company, ____ [he/she] hereby agrees not to devise or bequeath whatever
community property interest or quasi-community property interest ____ [he/she]
may have in the Company in contravention of the Agreement.



Date:
     ------------------------------

Signature:
          -------------------------

Name:
     ------------------------------





                                      -64-