Exhibit 10.21


     

    Exhibit
      10.21

    
 

    SECOND
      AMENDED AND RESTATED

     

    LIMITED
      LIABILITY COMPANY

     

    AGREEMENT

    OF

     

    CHARTER
      COMMUNICATIONS HOLDINGS, LLC

     

    (a
      Delaware Limited Liability Company)

     

    This
      SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHARTER
      COMMUNICATIONS HOLDINGS, LLC (this "Agreement"), is entered into as of October
      31, 2005 by CCHC, LLC, a Delaware limited liability company ("CCHC"), the sole
      member of CHARTER COMMUNICATIONS HOLDINGS, 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 Amended and Restated Limited Liability
      Company Agreement dated as of October 30, 2001, as amended (the "Prior
      Agreement"); and

     

    WHEREAS,
      CCHC, as the sole member of the Company, wishes to amend and restate the Prior
      Agreement to reflect the current membership of the Company; and 

     

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

     

    SECTION
      1. General.

     

    (a) Effective
      as of the date and time of filing of the Certificate of Formation (the
      "Certificate") in the office of the Secretary of State of the State of Delaware,
      the Company was formed as a limited liability company under the Delaware Limited
      Liability Company Act. Except as expressly provided herein, the rights and
      obligations of the members in connection with the regulation and management
      of
      the Company shall be governed by the Delaware Limited Liability Company Act
      (6
      Del.C. § 18-101, et. seq.) (the "Delaware Limited 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 any other 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 of Delaware shall
      be c/o CorpAmerica, Inc., 30 Old Rudnick Lane, Dover, Delaware 19901. The name
      and 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      address
        of the registered agent for service of process on the Company in the State
        of
        Delaware shall be CorpAmerica, Inc., 30 Old Rudnick Lane, Dover, Delaware
        19901.
        The registered office or registered agent of the Company may be changed from
        time to time by the Manager.

    

     

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

     

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

     

    (f) The
      execution of the Certificate and the filing thereof in the office of 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 or registered under
      assumed or fictitious name statutes or similar laws in any jurisdiction in
      which
      the Company transacts business and in which such qualification, formation or
      registration is required or desirable. The Manager, as an authorized person
      within the meaning of the Delaware Limited Liability Company Act, shall execute,
      deliver and file any certificates (and any amendments and/or restatements
      thereof) necessary for the Company to qualify to do business in a jurisdiction
      in which the Company may wish to conduct business.

     

    SECTION
      2. Purposes.
      The
      Company was formed for the object and purpose of, and the nature of the business
      to be conducted by the Company is, engaging in any lawful act or activity for
      which limited liability companies may be formed under the Delaware Limited
      Liability Company Act and engaging in any and all 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 other powers conferred upon a limited
      liability company pursuant to the Delaware Limited Liability Company
      Act.

     

    SECTION
      4. Management.

     

    (a) Management
      by Managers.
      CCHC,
      as the sole member of the Company, hereby elects Charter Communications, Inc.
      ("CCI"), a Delaware corporation, or its successor-in-interest, as the Company's
      Manager. CCI shall be the Manager until the member elects otherwise. No
      additional person may be elected as Manager without the approval of the member.
      Except as otherwise required by applicable law and as provided below with
      respect to the Board of Directors, the powers of the Company shall at all times
      be exercised by or under the authority of, and the business, property and
      affairs of the Company shall be managed by, or under the direction of, the
      Manager.

     

    The
      Manager shall be authorized to elect, remove or replace directors and officers
      of the Company, who shall have such authority with respect to the management
      of
      the business and 

     

    
      
        
        

      

      
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      affairs
        of the Company as set forth herein or as otherwise specified by the Manager
        in
        the resolution or resolutions pursuant to which such directors or officers
        were
        elected.

    

     

    Except
      as
      otherwise required by applicable law, CCI, in its capacity as 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.

     

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

     

    (b) Board
      of Directors.

     

    i) Notwithstanding
      paragraph (a) above, the Manager may delegate its power to manage the business
      of the Company to a Board of Directors (the "Board") which, subject to the
      limitations set forth below, shall have the authority to exercise all such
      powers of the Company and do all such lawful acts and things as may be done
      by a
      manager of a limited liability company under the Delaware Limited Liability
      Company Act and as are not by statute, by the Certificate, or by 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 or delegated to any
      person or entity.

     

    ii) Except
      as
      otherwise provided herein, 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.

     

    iii) The
      number of directors shall initially be two (2), which number may be changed
      from
      time to time by the Manager. The initial directors shall be as set forth on
      Exhibit A hereto.

     

    iv) Each
      director shall be appointed by the Manager and shall serve in such capacity
      until the earlier of his resignation, removal or replacement by the
      Manager.

     

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

     

    (c) Consent
      Required.
      The
      affirmative vote, approval, consent or ratification 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 such Person as
      a
      member;

     

    
      
        
        

      

      
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    iii) do
      any
      act in contravention of this Agreement or any resolution of the members, or
      cause the Company to engage in any business not authorized by the Certificate
      or
      the terms of this Agreement or that which would make it impossible to carry
      on
      the usual course of business of the Company; 

     

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

     

    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 is vested in the Manager
      to one in which management is vested in the members or in any other manager,
      other than as may be delegated to the Board and the officers
      hereunder;

     

    x) possess
      any Company property or assign the rights of the Company in specific 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 any agreement to acquire
      property or services from any Person who is a director or officer;

     

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

     

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

     

    xv) make
      or
      commit to any expenditures which, individually or in the aggregate, exceed
      or
      are reasonably expected to exceed the Company's total budget (as approved by
      the
      Manager) by the greater of 5% of such budget or Five Million 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 or amendment to existing
      indebtedness which does not increase total borrowing, (ii) any indebtedness
      to
      (or guarantee of indebtedness of) any company controlled by or under common
      control with the Company ("Intercompany Indebtedness"), (iii) the pledge of
      any
      assets to support any otherwise 

     

    
      
        
        

      

      
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      permissible
        indebtedness of the Company or any Intercompany Indebtedness or (iv)
        indebtedness necessary to finance a transaction or purchase approved by the
        Manager.

    

     

    (d) Board
      of Director Meetings.

     

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

     

    ii) Special
      Meetings.
      Special
      meetings of the Board may be called by the president or any member of the Board
      on twenty-four (24) hours' notice to each director; special meetings shall
      be
      called by the president or secretary in like manner and on like notice on the
      written request of members holding a majority of the Common Units held by all
      members. Notice of a special meeting may be given by facsimile.

     

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

     

    iv) Quorum.
      Subject
      to the provisions of Section 4(c), at all meetings of the Board, a majority
      of
      the directors shall constitute a quorum for the transaction of business, and
      the
      act of a majority of the directors present at any meeting at which there is
      a
      quorum shall be the act of the Board, except as may be otherwise specifically
      provided by statute, the Certificate or this Agreement. If a quorum is not
      present at any meeting of the Board, the directors present thereat may adjourn
      the meeting from time to time until a quorum shall be present. Notice of such
      adjournment shall be given to any director not present at such
      meeting.

     

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

     

    (e) Board's
      Duty of Care.
      The
      Board'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 Board shall not be
      liable to the Company or to any member for any mistake or error in judgment
      or
      for any act or omission believed in good faith to be within the scope of
      authority conferred by this Agreement or approved by the Manager.

     

    SECTION
      5. Officers.

     

    (a) Officers.
      The
      officers shall be a President, a Treasurer and a Secretary, and such other
      additional officers, including a Chairman of the Board, one or more Chairmen,
      Vice Presidents, Assistant Secretaries and Assistant Treasurers as the Board,
      the Manager or the 

     

    
      
        
        

      

      
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      President
        may from time to time elect. Any two or more offices may be held by the same
        individual.

    

     

    (b) Election
      and Term.
      The
      President, Treasurer and Secretary shall be elected 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 and agents as it shall deem desirable,
      who shall hold office at the pleasure of the Board, the Manager or the
      President, and who shall have such authority and shall perform such duties
      as
      from time to time shall be prescribed by the Board, the Manager or the
      President.

     

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

     

    (d) Duties
      and Authority of Officers.

     

    i) President.
      The
      President shall be the chief executive officer and (if no other person has
      been
      appointed as such) the chief operating officer of the Company; shall preside
      at
      all meetings of the members and directors; shall have general supervision and
      active management of the business and finances of the Company; shall see that
      all orders and resolutions of the Board or the Manager are carried into effect;
      subject, however, to the right of the directors to delegate any specific powers
      to any other officer or officers. In the absence of direction by the Board
      or
      Manager to the contrary, the President shall have the power to vote all
      securities held by the Company and to issue proxies therefor. In the absence
      or
      disability of the President, any Chairman (if any) or, if there is no Chairman,
      the most senior available officer appointed by the Board or the Manager shall
      perform the duties and exercise the powers of the President with the same force
      and effect as if performed by the President, and shall be subject to all
      restrictions imposed upon him. 

     

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

     

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

     

    
      
        
        

      

      
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      meetings,
        and the proceedings thereof. The Secretary shall perform such other duties
        as
        may be prescribed from time to time by the Manager or the Board.


    

     

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

     

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

     

    SECTION
      6. Members.

     

    (a) The
      members of the Company shall be as set forth on Exhibit B hereto as amended
      from
      time to time. At the date hereof, CCHC is the sole member. Other persons may
      be
      admitted as members from time to time pursuant to the provisions of this
      Agreement. If an admission of a new member results in the Company having more
      than one member, this Agreement shall be amended in accordance with the
      provisions of Section 15(b) to establish the rights and responsibilities of
      the
      members and to govern their relationships.

     

    (b) No
      member
      shall be liable for the debts, liabilities and obligations of the Company,
      including any debts, liabilities and obligations under a judgment, 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 impliedly restricted or prohibited
      by virtue of this Agreement or the relationships created hereby from engaging
      in
      other activities or business ventures of any kind or character whatsoever.
      Except as otherwise agreed in writing, each member and its affiliates, partners,
      members, directors, managers, officers and employees shall have the right to
      conduct, or to possess a direct or indirect ownership interest in, activities
      and business ventures of every type and description, including activities and
      business ventures in direct competition with the Company.

     

    SECTION
      7. Percentage
      Interests. As
      of the
      date hereof, the Percentage Interests or number of membership units held by
      each
      member shall be as set forth in Exhibit B attached hereto. So long as CCHC
      is
      the sole member of the Company, CCHC's Percentage Interest shall be 100 percent.
      

     

    SECTION
      8. Distributions.
      The
      Company may from time to time distribute to the members such amounts in cash
      and
      other assets as shall be determined by the members. Each such distribution,
      including liquidating distributions, shall be divided among the members in
      accordance with their Percentage Interests. 

     

    
      
        
        

      

      
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    SECTION
      9. Allocations.
      The
      profits and losses of the Company shall be allocated to the members in
      accordance with their Percentage Interests or number of membership
      units.

     

    SECTION
      10. Dissolution;
      Winding Up.

     

    (a) The
      Company shall be dissolved upon (i) the adoption of a plan of dissolution by
      the
      members or (ii) the occurrence of any event required to cause the dissolution
      of
      the Company under the Delaware Limited Liability Company Act. 

     

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

     

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

     

    SECTION
      11. Transfer.
      Upon the
      transfer of a member's limited liability company interest, the Manager shall
      provide notice of such transfer to each of the other members and shall amend
      Exhibit B hereto to reflect the transfer. 

     

    SECTION
      12. Admission
      of Additional Members.
      The
      admission of additional members to the Company shall be accomplished by the
      amendment of this Agreement and, if required by the Delaware Limited Liability
      Company Act. 

     

    SECTION
      13. Tax
      Matters.
      As of
      the date of this Agreement, the Company is a single-owner entity for United
      States federal tax purposes. So long as the company is a single-owner entity
      for
      federal income tax purposes, it is intended that for federal, state and local
      income tax purposes the Company be disregarded as an entity separate from its
      owner for income tax purposes and its activities be treated as a division of
      such owner. In the event that the Company has two or more members for federal
      income tax purposes, it is intended that (i) the Company shall be treated as
      a
      partnership for federal, state and local income tax purposes, and the members
      shall not take any position or make any election, in a tax return or otherwise,
      

     

    
      
        
        

      

      
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      inconsistent
        therewith and (ii) this Agreement will be amended to provide for appropriate
        book and tax allocations pursuant to subchapter K of the Internal Revenue
        Code
        of 1986, as amended.

    

     

    SECTION
      14. Exculpation
      and Indemnification.

     

    (a) Neither
      the members, the Manager, the directors, their affiliates, nor any 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
      "Specified Agent") shall be liable, in damages or otherwise, to the Company
      or
      to any member for, and neither the Company nor any member shall take any action
      against such members, their affiliates or any Specified Agent, in respect of
      any
      loss which arises out of any acts or omissions performed or omitted by it
      pursuant to the authority granted by this Agreement, or otherwise performed
      on
      behalf 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
      the
      best interests of the Company. Each member shall look solely to the assets
      of
      the Company for return of his, her or its investment, and if the property of
      the
      Company remaining after the discharge of the debts and liabilities of the
      Company is insufficient to return such investment, each member shall have no
      recourse against the Company, the other members or their affiliates, except
      as
      expressly provided herein; provided, however, that the foregoing shall not
      relieve any member of any fiduciary duty or duty of fair dealing to the other
      members that it may have under applicable law.

     

    (b) In
      any
      threatened, pending or completed claim, action, suit or proceeding to which
      a
      member, any of such member's affiliates, or any Specified Agent was or is a
      party or is threatened to be made a party by reason of the fact that such person
      is or was engaged in activities on behalf of the Company, including without
      limitation any action or proceeding brought under the Securities Act of 1933,
      as
      amended, against a member, any of such member's affiliates, or any Specified
      Agent relating to the Company, the Company shall indemnify and hold harmless
      the
      members, any such affiliates, and any such Specified Agents against losses,
      damages, expenses (including attorneys' fees), judgments and amounts paid in
      settlement actually and reasonably incurred by or in connection with such claim,
      action, suit or proceeding; provided, however, that none of the members, any
      of
      their affiliates or any Specified Agent shall be indemnified for actions
      constituting bad faith, willful misconduct, or fraud. Any act or omission by
      any
      member, any of such member's affiliates or any Specified Agent, if done in
      reliance upon the opinion of independent legal counsel or public accountants
      selected with reasonable care by such member, such affiliate or such Specified
      Agent, as applicable, shall not constitute bad faith, willful misconduct, or
      fraud on the part of such member, affiliate or Specified 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 or failure
      to
      act by a member, such member's
      affiliate or any Specified Agent constituted bad faith, willful misconduct
      or
      fraud under this Agreement. 

     

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

     

    
      
        
        

      

      
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    SECTION
      15. Miscellaneous.

     

    (a) If
      the
      Manager, the Board or any officer of the Company executes a written consent
      or
      approval or otherwise takes an action on behalf of the Company prior to such
      person's appointment by or as set forth in this Agreement, then such consent,
      approval or action shall be effective and binding on the Company so long as
      the
      effective date or time of such consent, approval or action is after the date
      or
      time on which such person has been appointed in the manner set forth in this
      Agreement.

     

    (b) A
      member's limited liability company interest may be evidenced by a certificate
      of
      limited liability company interest executed by the Manager or an officer in
      such
      form as the Manager may approve.

     

    (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, only by a written
      instrument executed by each member. No failure or delay on the part of any
      member in exercising any right, power or privilege granted hereunder shall
      operate as a waiver thereof, nor shall any single or partial exercise of any
      such right, power or privilege preclude any other or further exercise thereof
      or
      the exercise of any other right, power or privilege granted
      hereunder.

     

    (d) This
      Agreement shall be binding upon and inure to the benefit of the members 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 law principles that
      would require the application of the laws of any other
      jurisdiction.

     

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

     

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


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


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

     

    CCHC,
      LLC

    


    _s/
      William Placke_

    By:
      William Placke, Esq.

    Title:
      Assistant Corporate Secretary

    


    



    
      
        
          


        

        
        

      

      
        11

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A

    


    Directors

    1. Jo
      Allen
      Patton

    2. Neil
      Smit


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      B

     

    Member
      Name                                             Number
      of Units

     

    CCHC,
      LLC                                                      217,585,246.1