**EXHIBIT 3.2**
**AMENDED AND RESTATED**
**LIMITED LIABILITY COMPANY**
**AGREEMENT**
**OF**
**CHARTER COMMUNICATIONS HOLDINGS, LLC**
**(a Delaware Limited Liability Company)**
         This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHARTERCOMMUNICATIONS HOLDINGS, LLC (this “Agreement”), is entered into as of October30, 2001 by and among CHARTER COMMUNICATIONS HOLDING COMPANY, LLC, a Delawarelimited liability company (“HoldCo”), the sole member of CHARTER COMMUNICATIONSHOLDINGS, LLC, a Delaware limited liability company (the “Company”).
W I T N E S S E T H:
         WHEREAS, the Company is governed by that certain Limited Liability CompanyAgreement of the Company dated as of February 9, 1999, as amended (the “PriorAgreement”); and
         WHEREAS, HoldCo wished to amend and restate the Prior Agreement to, amongother things, reflect the current membership of the Company; and
         NOW THEREFORE, in consideration of the terms and provisions set forthherein, the benefits to be gained by the performance thereof and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereby agree as follows:
         SECTION 1. *General.*
         (a)  Effective as of the date and time of filing of the Certificate ofFormation (the “Certificate”) in the office of the Secretary of State of theState of Delaware, the Company was formed as a limited liability company underthe Delaware Limited Liability Company Act. Except as expressly providedherein, the rights and obligations of the members in connection with theregulation and management of the Company shall be governed by the DelawareLimited Liability Company Act (6 Del.C. § 18-101, et. seq.) (the “DelawareLimited Liability Company Act”).
         (b)  The name of the Company shall be “CHARTER COMMUNICATIONS HOLDINGS,LLC.” The business of the Company shall be conducted under such name or anyother name or names that the Manager shall determine from time to time.
 

 

         (c)  The address of the registered office of the Company in the State ofDelaware shall be c/o CorpAmerica, Inc., 30 Old Rudnick Lane, Dover, Delaware19901. The name and address of the registered agent for service of process onthe Company in the State of Delaware shall be CorpAmerica, Inc., 30 Old RudnickLane, Dover, Delaware 19901. The registered office or registered agent of theCompany may be changed from time to time by the Manager.
         (d)  The principal place of business of the Company shall be at 12405Powerscourt Drive, St. Louis, MO 63131. At any time, the Manager may changethe location of the Company’s principal place of business.
         (e)  The term of the Company commenced on the date of the filing of theCertificate in the office of the Secretary of State of the State of Delaware,and will continue and have perpetual existence until dissolved and its affairswound up in accordance with the provisions of this Agreement.
         (f)  The execution of the Certificate and the filing thereof in the officeof the Secretary of State of the State of Delaware, are hereby ratified,confirmed and approved by the members.
         (g)  The Manager shall cause the Company to be qualified, formed orregistered under assumed or fictitious name statutes or similar laws in anyjurisdiction in which the Company transacts business and in which suchqualification, formation or registration is required or desirable. TheManager, as an authorized person within the meaning of the Delaware LimitedLiability Company Act, shall execute, deliver and file any certificates (andany amendments and/or restatements thereof) necessary for the Company toqualify to do business in a jurisdiction in which the Company may wish toconduct business.
         SECTION 2. *Purposes.*The Company was formed for the object and purposeof, and the nature of the business to be conducted by the Company is, engagingin any lawful act or activity for which limited liability companies may beformed under the Delaware Limited Liability Company Act and engaging in any andall activities necessary, convenient, desirable or incidental to the foregoing.
         SECTION 3. *Powers.*The Company shall have all powers necessary,appropriate or incidental to the accomplishment of its purposes and all otherpowers conferred upon a limited liability company pursuant to the DelawareLimited Liability Company Act.
         SECTION 4. *Management.*
         (a)  *Management by Managers.*The members hereby unanimously elect CharterCommunications, Inc. (“CCI”), a Delaware corporation, or itssuccessor-in-interest, as the Company’s Manager. CCI shall be the Manageruntil the members unanimously elect otherwise. No additional person may beelected as Manager without the unanimous approval of the members. Except asotherwise required by applicable law and as provided below with respect to theBoard of Directors, the powers of the Company shall at all times be exercisedby or under the authority of, and the business, property and affairs of theCompany shall be managed by, or under the direction of, the Manager.
 

 

         The Manager shall be authorized to elect, remove or replace directors andofficers of the Company, who shall have such authority with respect to themanagement of the business and affairs of the Company as set forth herein or asotherwise specified by the Manager in the resolution or resolutions pursuant towhich such directors or officers were elected.
         Except as otherwise required by applicable law, CCI, in its capacity asManager, shall be authorized to execute or endorse any check, draft, evidenceof indebtedness, instrument, obligation, note, mortgage, contract, agreement,certificate or other document on behalf of the Company.
         No annual or regular meetings of the Manager or the members are required.The Manager may, by written consent, take any action which it is otherwiserequired or permitted to take at a meeting.
         (b)  *Board of Directors.*
                  i) Notwithstanding paragraph (a) above, the Manager may delegate its powerto manage the business of the Company to a Board of Directors (the “Board”)which, subject to the limitations set forth below, shall have the authority toexercise all such powers of the Company and do all such lawful acts and thingsas may be done by a manager of a limited liability company under the DelawareLimited Liability Company Act and as are not by statute, by the Certificate, orby this Agreement directed or required to be exercised or done by the Manager.The rights and duties of the members of the Board may not be assigned ordelegated to any person or entity.
                  ii) Except as otherwise provided herein, members of the Board shallpossess and may exercise all the powers and privileges and shall have all ofthe obligations and duties to the Company and the members granted to or imposedon directors of a corporation organized under the laws of the State ofDelaware.
                  iii) The number of directors shall initially be two (2), which number maybe changed from time to time by the Manager. The initial directors shall be asset forth on Exhibit A hereto.
                  iv) Each director shall be appointed by the Manager and shall serve insuch capacity until the earlier of his resignation, removal or replacement bythe Manager.
                  v) No director shall be entitled to any compensation for serving as adirector. No fee shall be paid to any director for attendance at any meetingof the Board; provided, however, that the Company may reimburse directors forthe actual reasonable costs incurred in such attendance.
         (c)  *Consent Required.*The affirmative vote, approval, consent orratification of the Manager shall be required to:
                  i) alter the primary purposes of the Company as set forth in Section 2;
                  ii) issue membership interests in the Company to any Person and admit suchPerson as a member;
 

 

                  iii) do any act in contravention of this Agreement or any resolution ofthe members, or cause the Company to engage in any business not authorized bythe Certificate or the terms of this Agreement or that which would make itimpossible to carry on the usual course of business of the Company;
                  iv) enter into or amend any agreement which provides for the management ofthe business or affairs of the Company by a person other than the Manager;
                  v) change or reorganize the Company into any other legal form;
                  vi) amend this Agreement;
                  vii) approve a merger or consolidation with another Person;
                  viii) sell all or substantially all of the assets of the Company;
                  ix) change the status of the Company from one in which management isvested in the Manager to one in which management is vested in the members or inany other manager, other than as may be delegated to the Board and the officershereunder;
                  x) possess any Company property or assign the rights of the Company inspecific Company property for other than a Company purpose;
                  xi) operate the Company in such a manner that the Company becomes an“investment company” for purposes of the Investment Company Act of 1940;
                  xii) except as otherwise provided or contemplated herein, enter into anyagreement to acquire property or services from any Person who is a director orofficer;
                  xiii) settle any litigation or arbitration with any third party, anymember, or any affiliate of any member, except for any litigation orarbitration brought or defended in the ordinary course of business where thepresent value of the total settlement amount or damages will not exceed$5,000,000;
                  xiv) materially change any of the tax reporting positions or elections ofthe Company;
                  xv) make or commit to any expenditures which, individually or in theaggregate, exceed or are reasonably expected to exceed the Company’s totalbudget (as approved by the Manager) by the greater of 5% of such budget or FiveMillion Dollars ($5,000,000); or
                  xvi) make or incur any secured or unsecured indebtedness which,individually or in the aggregate, exceeds Five Million Dollars ($5,000,000),provided that this restriction shall not apply to (i) any refinancing of oramendment to existing indebtedness which does not increase total borrowing,(ii) any indebtedness to (or guarantee of indebtedness of) any companycontrolled by or under common control with the Company (“IntercompanyIndebtedness”), (iii) the pledge of any assets to support any otherwise
 

 

permissible indebtedness of the Company or any Intercompany Indebtednessor (iv) indebtedness necessary to finance a transaction or purchase approved bythe Manager.
         (d)  *Board of Director Meetings.*
                  *i) Regular Meetings.*Regular meetings of the Board may be held withoutnotice at such time and at such place as shall from time to time be determinedby the Board, but not less often than annually.
                  *ii) Special Meetings.*Special meetings of the Board may be called by thepresident or any member of the Board on twenty-four (24) hours’ notice to eachdirector; special meetings shall be called by the president or secretary inlike manner and on like notice on the written request of members holding amajority of the Common Units held by all members. Notice of a special meetingmay be given by facsimile.
                  *iii) Telephonic Meetings.*Members of the Board may participate in anyregular or special meeting of the Board, by means of conference telephone orsimilar communications equipment, by means of which all persons participatingin the meeting can hear each other. Participation in a meeting pursuant tothis Section 4(d)(iii) will constitute presence in person at such meeting.
                  *iv) Quorum.*Subject to the provisions of Section 4(c), at all meetings ofthe Board, a majority of the directors shall constitute a quorum for thetransaction of business, and the act of a majority of the directors present atany meeting at which there is a quorum shall be the act of the Board, except asmay be otherwise specifically provided by statute, the Certificate or thisAgreement. If a quorum is not present at any meeting of the Board, thedirectors present thereat may adjourn the meeting from time to time until aquorum shall be present. Notice of such adjournment shall be given to anydirector not present at such meeting.
                  *v) Action Without Meeting.*Unless otherwise restricted by the Certificateof Formation or this Agreement, any action required or permitted to be taken atany meeting of the Board may be taken without a meeting if all members of theBoard consent thereto in writing and such written consent is filed with theminutes of proceedings of the Board.
         (e)  *Board’s Duty of Care.*The Board’s duty of care in the discharge ofits duties to the Company and the members is limited to discharging its dutiespursuant to this Agreement in good faith, with the care a corporate director oflike position would exercise under similar circumstances, in the manner itreasonably believes to be in the best interests of the Company. In dischargingits duties, the Board shall not be liable to the Company or to any member forany mistake or error in judgment or for any act or omission believed in goodfaith to be within the scope of authority conferred by this Agreement orapproved by the Manager.
         SECTION 5. *Officers.*
         (a)  *Officers.*The officers shall be a President, a Treasurer and aSecretary, and such other additional officers, including a Chairman of theBoard, one or more Chairmen,
 

 

 Vice Presidents, Assistant Secretaries and Assistant Treasurers as theBoard, the Manager or the President may from time to time elect. Any two ormore offices may be held by the same individual.
         (b)  *Election and Term.*The President, Treasurer and Secretary shall beelected by and shall hold office at the pleasure of the Board or the Manager.The Board, the Manager or the President may elect such other officers andagents as it shall deem desirable, who shall hold office at the pleasure of theBoard, the Manager or the President, and who shall have such authority andshall perform such duties as from time to time shall be prescribed by theBoard, the Manager or the President.
         (c)  *Removal.*Any officer may be removed by the affirmative vote of theManager or the affirmative vote of at least a majority of the directors then inoffice, with or without cause, for any reason or for no reason. Any officerother than the President, the Treasurer or the Secretary may be removed by thePresident, with or without cause, for any reason or for no reason.
         (d)  *Duties and Authority of Officers.*
                  *i) President.*The President shall be the chief executive officer and (ifno other person has been appointed as such) the chief operating officer of theCompany; shall preside at all meetings of the members and directors; shall havegeneral supervision and active management of the business and finances of theCompany; shall see that all orders and resolutions of the Board or the Managerare carried into effect; subject, however, to the right of the directors todelegate any specific powers to any other officer or officers. In the absenceof direction by the Board or Manager to the contrary, the President shall havethe power to vote all securities held by the Company and to issue proxiestherefor. In the absence or disability of the President, any Chairman (if any)or, if there is no Chairman, the most senior available officer appointed by theBoard or the Manager shall perform the duties and exercise the powers of thePresident with the same force and effect as if performed by the President, andshall be subject to all restrictions imposed upon him.
                  *ii) Vice President.*Each Vice President, if any, shall perform suchduties as shall be assigned to him or her and shall exercise such powers as maybe granted to him or her by the Manager, the Board or by the President of theCompany. In the absence of direction by the Board, the Manager or thePresident to the contrary, the any Senior Vice President shall have the powerto vote all securities held by the Company and to issue proxies therefor.
                  *iii) The Secretary.*The Secretary shall give, or cause to be given, anotice as required of all meetings of the members and of the Board. TheSecretary shall keep or cause to be kept, at the principal executive office ofthe Company or such other place as the Board may direct, a book of minutes ofall meetings and actions of directors and members. The minutes shall show thetime and place of each meeting, whether regular or special (and, if special,how authorized and the notice given), the names of those present at directors’meetings, the number of shares present or represented at shareholders’meetings, and the proceedings thereof. The Secretary shall perform such otherduties as may be prescribed from time to time by the Manager or the Board.
 

 

                  *iv) The Treasurer.*The Treasurer shall have custody of the Company fundsand securities and shall keep or cause to be kept full and accurate accounts ofreceipts and disbursements in books of the Company to be maintained for suchpurpose; shall deposit all moneys and other valuable effects of the Company inthe name and to the credit of the Company in depositories designated by theManager or the Board; and shall disburse the funds of the Company as may beordered by the Manager or the Board.
                  *v) The Chairman.*The Chairman, if any, shall perform such duties as shallbe assigned, and shall exercise such powers as may be granted to him or her bythe Manager or the Board.
         SECTION 6. *Members.*
         (a)  The members of the Company shall be as set forth on Exhibit B hereto.Other persons may be admitted as members from time to time pursuant to theprovisions of this Agreement.
         (b)  No member shall be liable for the debts, liabilities and obligationsof the Company, including any debts, liabilities and obligations under ajudgment, decree or order of a court.
         (c)  Neither a member nor any of its affiliates, partners, members,directors, managers, officers or employees shall be expressly or impliedlyrestricted or prohibited by virtue of this Agreement or the relationshipscreated hereby from engaging in other activities or business ventures of anykind or character whatsoever. Except as otherwise agreed in writing, eachmember and its affiliates, partners, members, directors, managers, officers andemployees shall have the right to conduct, or to possess a direct or indirectownership interest in, activities and business ventures of every type anddescription, including activities and business ventures in direct competitionwith the Company.
         SECTION 7. *Percentage Interests.*As of the date hereof, the PercentageInterests or number of membership units held by each member shall be as setforth in Exhibit B attached hereto.
         SECTION 8. *Distributions.*The Company may from time to time distribute tothe members such amounts in cash and other assets as shall be determined by themembers. Each such distribution, including liquidating distributions, shall bedivided among the members in accordance with their Percentage Interests.
         SECTION 9. *Allocations.*The profits and losses of the Company shall beallocated to the members in accordance with their Percentage Interests ornumber of membership units.
         SECTION 10. *Dissolution; Winding Up.*
         (a)  The Company shall be dissolved upon (i) the adoption of a plan ofdissolution by the members or (ii) the occurrence of any event required tocause the dissolution of the Company under the Delaware Limited LiabilityCompany Act.
 

 

         (b)  Any dissolution of the Company shall be effective as of the date onwhich the event occurs giving rise to such dissolution, but the Company shallnot terminate unless and until all its affairs have been wound up and itsassets distributed in accordance with the provisions of the Delaware LimitedLiability Company Act.
         (c)  Upon dissolution of the Company, the Company shall continue solely forthe purposes of winding up its business and affairs as soon as reasonablypracticable. Promptly after the dissolution of the Company, the Manager shallimmediately commence to wind up the affairs of the Company in accordance withthe provisions of this Agreement and the Delaware Limited Liability CompanyAct. In winding up the business and affairs of the Company, the Manager maytake any and all actions that it determines in its sole discretion to be in thebest interests of the members, including, but not limited to, any actionsrelating to (i) causing written notice by registered or certified mail of theCompany’s intention to dissolve to be mailed to each known creditor of andclaimant against the Company, (ii) the payment, settlement or compromise ofexisting claims against the Company, (iii) the making of reasonable provisionsfor payment of contingent claims against the Company and (iv) the sale ordisposition of the properties and assets of the Company. It is expresslyunderstood and agreed that a reasonable time shall be allowed for the orderlyliquidation of the assets of the Company and the satisfaction of claims againstthe Company so as to enable the Manager to minimize the losses that may resultfrom a liquidation.
         SECTION 11. *Transfer.*Upon the transfer of a member’s limited liabilitycompany interest, the Manager shall provide notice of such transfer to each ofthe other members and shall amend Exhibit B hereto to reflect the transfer.
         SECTION 12. *Admission of Additional Members.*The admission of additionalmembers to the Company shall be accomplished by the amendment of this Agreementand, if required by the Delaware Limited Liability Company Act.
         SECTION 13. *Tax Matters.*The members agree that, so long as the Companyhas more than one member, it is intended that the Company shall be treated as apartnership for purposes of United States federal, state and local income taxlaws, and further agree not to take any position or make any election, in a taxreturn or otherwise, inconsistent therewith. So long as the Company is apartnership for federal income tax purposes, the “tax matters partner” of theCompany (the “Tax Matters Member”) for purposes of section 6231(a)(7) of theInternal Revenue Code of 1986, as amended, shall be as set forth in Exhibit B,attached hereto. The Tax Matters Member shall have the power to manage andcontrol, on behalf of the Company, any administrative proceeding at the Companylevel with the Internal Revenue Service relating to the determination of anyitem of Company income, gain, loss, deduction or credit for federal income taxpurposes. In the event that the Company becomes a sole member entity, it isintended that for federal income tax purposes its assets be deemed to be ownedby the sole member in accordance with the applicable Treasury Regulations.
         SECTION 14. *Exculpation and Indemnification.*
         (a)  Neither the members, the Manager, the directors, their affiliates, norany person who at any time shall serve, or shall have served, as a director,officer, employee or other agent of any member or any such affiliate and who,in such capacity, shall engage, or
 

 

 shall have engaged, in activities on behalf of the Company (a “SpecifiedAgent”) shall be liable, in damages or otherwise, to the Company or to anymember for, and neither the Company nor any member shall take any actionagainst such members, their affiliates or any Specified Agent, in respect ofany loss which arises out of any acts or omissions performed or omitted by itpursuant to the authority granted by this Agreement, or otherwise performed onbehalf of the Company, if such member, such affiliate, or such Specified Agent,as applicable, in good faith, determined that such course of conduct was in thebest interests of the Company. Each member shall look solely to the assets ofthe Company for return of his, her or its investment, and if the property ofthe Company remaining after the discharge of the debts and liabilities of theCompany is insufficient to return such investment, each member shall have norecourse against the Company, the other members or their affiliates, except asexpressly provided herein; provided, however, that the foregoing shall notrelieve any member of any fiduciary duty or duty of fair dealing to the othermembers that it may have under applicable law.
         (b)  In any threatened, pending or completed claim, action, suit orproceeding to which a member, any of such member’s affiliates, or any SpecifiedAgent was or is a party or is threatened to be made a party by reason of thefact that such person is or was engaged in activities on behalf of the Company,including without limitation any action or proceeding brought under theSecurities Act of 1933, as amended, against a member, any of such member’saffiliates, or any Specified Agent relating to the Company, the Company shallindemnify and hold harmless the members, any such affiliates, and any suchSpecified Agents against losses, damages, expenses (including attorneys’ fees),judgments and amounts paid in settlement actually and reasonably incurred by orin connection with such claim, action, suit or proceeding; provided, however,that none of the members, any of their affiliates or any Specified Agent shallbe indemnified for actions constituting bad faith, willful misconduct, orfraud. Any act or omission by any member, any of such member’s affiliates orany Specified Agent, if done in reliance upon the opinion of independent legalcounsel or public accountants selected with reasonable care by such member,such affiliate or such Specified Agent, as applicable, shall not constitute badfaith, willful misconduct, or fraud on the part of such member, affiliate orSpecified Agent.
         (c)  The termination of any claim, action, suit or proceeding by judgment,order or settlement shall not, of itself, create a presumption that any act orfailure to act by a member, such member’s affiliate or any Specified Agentconstituted bad faith, willful misconduct or fraud under this Agreement.
         (d)  Any such indemnification under this Section 14 shall be recoverableonly out of the assets of the Company and not from the members.
         SECTION 15. *Miscellaneous.*
         (a)  If the Manager, the Board or any officer of the Company executes awritten consent or approval or otherwise takes an action on behalf of theCompany prior to such person’s appointment by or as set forth in thisAgreement, then such consent, approval or action shall be effective and bindingon the Company so long as the effective date or time of such consent, approvalor action is after the date or time on which such person has been appointed inthe manner set forth in this Agreement.
 

 

         (b)  A member’s limited liability company interest may be evidenced by acertificate of limited liability company interest executed by the Manager or anofficer and in substantially the form attached hereto as Exhibit C (or in suchother form as the Manager may approve).
         (c)  The terms and provisions set forth in this Agreement may be amended,and compliance with any term or provision set forth herein may be waived, onlyby a written instrument executed by each member. No failure or delay on thepart of any member in exercising any right, power or privilege grantedhereunder shall operate as a waiver thereof, nor shall any single or partialexercise of any such right, power or privilege preclude any other or furtherexercise thereof or the exercise of any other right, power or privilege grantedhereunder.
         (d)  This Agreement shall be binding upon and inure to the benefit of themembers and their respective successors and assigns.
         (e)  This Agreement shall be governed by, and construed in accordance with,the laws of the State of Delaware, without regard to any conflicts of lawprinciples that would require the application of the laws of any otherjurisdiction.
         (f)  In the event that any provision contained in this Agreement shall beheld to be invalid, illegal or unenforceable for any reason, the invalidity,illegality or unenforceability thereof shall not affect any other provisionhereof.
         (g)  This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed an original, but all of which together shall constituteone and the same instrument.
 

 

         IN WITNESS WHEREOF, the party has caused this Agreement to be dulyexecuted on the date first above written.       CHARTER COMMUNICATIONS HOLDINGCOMPANY, LLC              By: /s/ Eloise Schmitz        Title: Vice President
 

 

**EXHIBIT A**
**Directors**   1. William D. Savoy   2. Carl Vogel
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**EXHIBIT B**   **Member Name** **Number of Units**   Charter Communications Holding Company, LLC 217,585,246.1                     **Tax Matters Member**     Charter Communications Holding Company, LLC  
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**EXHIBIT C**
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