Exhibit 10.20


    


    Exhibit
      10.20


    


    


    


    


    THIRD
      AMENDED AND RESTATED

    LIMITED
      LIABILITY COMPANY AGREEMENT

    


    


    FOR

    


    


    CC
      VIII,
      LLC,

    A
      DELAWARE LIMITED LIABILITY COMPANY

    


    DATED
      AS
      OF OCTOBER 31, 2005

    


    


    


    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 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.


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    Page

     

    
      
        	ARTICLE I
	
                DEFINITIONS

              	
                 2

              
	
                ARTICLE
                  II

              	ORGANIZATIONAL
                MATTERS	
                 12

              
	
                2.1

              	
                Formation

              	
                12

              
	
                2.2

              	
                Name

              	
                12

              
	
                2.3

              	
                Term

              	
                12

              
	
                2.4

              	
                Principal
                  Office; Registered Agent

              	
                12

              
	
                2.5

              	
                Purpose
                  of Company

              	
                12

              
	
                ARTICLE
                  III

              	
                CAPITAL
                  CONTRIBUTIONS AND UNITS

              	
                13

              
	
                3.1

              	
                Capital
                  Contributions

              	
                13

              
	
                3.2

              	
                Initial
                  Capital Accounts

              	
                13

              
	
                3.3

              	
                Capital
                  Accounts

              	
                14

              
	
                3.4

              	
                No
                  Interest

              	
                14

              
	
                3.5

              	
                No
                  Withdrawal

              	
                15

              
	
                3.6

              	
                Units

              	
                15

              
	
                ARTICLE
                  IV

              	
                MEMBERS

              	
                15

              
	
                4.1

              	
                Limited
                  Liability

              	
                15

              
	
                4.2

              	
                Admission
                  of Additional Members

              	
                15

              
	
                4.3

              	
                Meetings
                  of Members

              	
                16

              
	
                4.4

              	
                Voting
                  by Members

              	
                17

              
	
                4.5

              	
                Members
                  Are Not Agents

              	
                17

              
	
                4.6

              	
                No
                  Withdrawal

              	
                17

              
	
                ARTICLE
                  V

              	
                MANAGEMENT
                  AND CONTROL OF THE COMPANY

              	
                17

              
	
                5.1

              	
                Management
                  of the Company by Manager

              	
                17

              
	
                5.2

              	
                Fiduciary
                  Obligations

              	
                18

              
	
                5.3

              	
                Indemnification
                  and Expenses

              	
                19

              
	
                5.4

              	
                Devotion
                  of Time

              	
                20

              
	
                5.5

              	
                Competing
                  Activities

              	
                20

              
	
                5.6

              	
                Certain
                  Related Transactions

              	
                21

              
	
                5.7

              	
                Remuneration
                  for Management or Other Services

              	
                22

              
	
                5.8

              	
                Reimbursement
                  of Expenses

              	
                22

              
	
                ARTICLE
                  VI

              	
                ALLOCATIONS
                  OF NET PROFITS AND NET LOSSES AND DISTRIBUTIONS

              	
                23

              
	
                6.1

              	
                Allocations
                  of Net Profits

              	
                23

              
	
                6.2

              	
                Allocations
                  of Net Losses

              	
                23

              
	
                6.3

              	
                Special
                  Allocations

              	
                24

              
	
                6.4

              	
                Curative
                  Allocations

              	
                25

              
	
                6.5

              	
                Tax
                  Allocations

              	
                26

              
	
                6.6

              	
                Other
                  Allocation Rules

              	
                27

              
	
                6.7

              	
                Obligations
                  of Members to Report Consistently

              	
                27

              


      

       

       

      
        
          -i-

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

      (continued)

      
         

        Page

      

       

      
        
          	
                  6.8

                	
                  Distributions
                    by the Company to Members

                	
                  27

                
	
                  6.9

                	
                  Form
                    of Distributions

                	
                  28

                
	
                  6.10

                	
                  Return
                    of Distributions

                	
                  28

                
	
                  6.11

                	
                  Limitation
                    on Distributions

                	
                  28

                
	
                  6.12

                	
                  Withholding

                	
                  28

                
	
                  ARTICLE
                    VII

                	
                  TRANSFER
                    OF INTERESTS

                	
                  29

                
	
                  7.1

                	
                  Transfers
                    by CII

                	
                  29

                
	
                  7.2

                	
                  Transfer
                    of Control of CII/Successor

                	
                  30

                
	
                  7.3

                	
                  Tag-Along
                    Rights

                	
                  30

                
	
                  7.4

                	
                  Drag-Along
                    Rights

                	
                  31

                
	
                  7.5

                	
                  Put
                    and Call Rights

                	
                  33

                
	
                  7.6

                	
                  Admission
                    of Member

                	
                  34

                
	
                  7.7

                	
                  Other
                    Transfers of Units Not Valid

                	
                  35

                
	
                  7.8

                	
                  Recognition
                    of Transferee Members

                	
                  35

                
	
                  7.9

                	
                  Elections
                    Under the Code

                	
                  35

                
	
                  ARTICLE
                    VIII

                	
                  BOOKS
                    AND RECORDS; ACCOUNTING; TAX MATTERS

                	
                  36

                
	
                  8.1

                	
                  Books
                    and Records

                	
                  36

                
	
                  8.2

                	
                  Delivery
                    to Members and Inspection

                	
                  36

                
	
                  8.3

                	
                  Financial
                    Statements

                	
                  36

                
	
                  8.4

                	
                  Tax
                    Returns

                	
                  36

                
	
                  8.5

                	
                  Other
                    Filings

                	
                  37

                
	
                  8.6

                	
                  Bank
                    Accounts

                	
                  37

                
	
                  8.7

                	
                  Accounting
                    Decisions and Reliance on Others

                	
                  37

                
	
                  8.8

                	
                  Tax
                    Matters

                	
                  37

                
	
                  ARTICLE
                    IX

                	
                  DISSOLUTION
                    AND WINDING UP

                	
                  37

                
	
                  9.1

                	
                  Dissolution

                	
                  37

                
	
                  9.2

                	
                  Winding
                    Up

                	
                  38

                
	
                  9.3

                	
                  Distributions
                    in Kind

                	
                  38

                
	
                  9.4

                	
                  Determination
                    of Fair Market Value

                	
                  38

                
	
                  9.5

                	
                  Order
                    of Distributions Upon Dissolution

                	
                  38

                
	
                  9.6

                	
                  Limitations
                    on Payments Made in Dissolution

                	
                  39

                
	
                  9.7

                	
                  Certificate
                    of Cancellation

                	
                  39

                
	
                  9.8

                	
                  Termination

                	
                  39

                
	
                  9.9

                	
                  No
                    Action for Dissolution

                	
                  39

                
	
                  ARTICLE
                    X

                	
                  MISCELLANEOUS

                	
                  39

                
	
                  10.1

                	
                  Complete
                    Agreement

                	
                  39

                
	
                  10.2

                	
                  Amendments

                	
                  40

                
	
                  10.3

                	
                  Binding
                    Effect

                	
                  40

                
	
                  10.4

                	
                  Parties
                    in Interest

                	
                  40

                
	
                  10.5

                	
                  Statutory
                    References

                	
                  41

                


        

         

        
          
            -ii-

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          TABLE
            OF CONTENTS

          (continued)

        

         

        
          Page
 

        
          	
                  10.6

                	
                  Headings

                	
                  41

                
	
                  10.7

                	
                  References
                    to this Agreement

                	
                  41

                
	
                  10.8

                	
                  Interpretation

                	
                  41

                
	
                  10.9

                	
                  Governing
                    Law

                	
                  41

                
	
                  10.10

                	
                  Severability

                	
                  41

                
	
                  10.11

                	
                  Additional
                    Documents and Acts

                	
                  41

                
	
                  10.12

                	
                  Notices

                	
                  42

                
	
                  10.13

                	
                  No
                    Interest in Company Property; Waiver of Action for
                    Partition

                	
                  43

                
	
                  10.14

                	
                  Multiple
                    Counterparts

                	
                  43

                
	
                  10.15

                	
                  Remedies
                    Cumulative

                	
                  43

                
	
                  10.16

                	
                  Investment
                    Representation

                	
                  43

                
	
                  10.17

                	
                  Specific
                    Enforcement; Attorney’s Fees

                	
                  43

                


        

      

    


    
      
        -iii-

      

      
        
        

        
          

        

      

      
        
        

      

    



    THIRD
      AMENDED AND RESTATED

    LIMITED
      LIABILITY COMPANY AGREEMENT

    FOR

    CC
      VIII,
      LLC,

    A
      DELAWARE LIMITED LIABILITY COMPANY

     

    This
      Third Amended and Restated Limited Liability Company Agreement for CC VIII,
      LLC, a Delaware limited liability company ("Company"),
      is
      made and entered into effective as of October 31, 2005, by and among CCV
      Holdings, LLC, a Delaware limited liability company ("CCV"), CCHC,
      LLC, a Delaware limited liability company
      ("CCHC"),
      Charter Investment, Inc. ("CII"),
      and
      the other Persons signatories hereto. 

     

    A. The
      Company was organized as a limited liability company pursuant to a Certificate
      of Formation of the Company filed with the Delaware Secretary of State on August
      6, 1999 and the Limited Liability Company Agreement of the Company entered
      into
      and made effective as of February 14, 2000 (such Agreement, the "Initial
      Agreement").

     

    B. The
      Initial Agreement was amended and restated by the Amended and Restated Limited
      Liability Company Agreement of the Company entered into and made effective
      as of
      January 1, 2002, which in turn was amended and restated by the Amended and
      Restated Limited Liability Company Agreement of the Company entered into and
      made effective as of March 31, 2003 (the "Existing
      LLC Agreement").
      

     

    C. On
      January 2, 2001, July 10, 2001, August 31, 2001, and January 14, 2002, CCV
      made
      additional contributions of cash and assets to the capital of the Company but
      did not at that time receive additional Class B Units (as hereinafter defined)
      in exchange for such contributions.

     

    D. On
      June
      6, 2003, CII acquired by purchase all the Class A Preferred Units (as
      hereinafter defined) of the Company.

     

    E. As
      of the
      date hereof, pursuant to the Settlement Agreement (as hereinafter defined),
      CII
      has transferred 1,788,997 Class A Preferred Units to CCHC and CII has
      transferred 15,202,763 Class A Preferred Units to Charter Communications Holding
      Company, LLC ("Charter
      HoldCo"),
      which
      has transferred such Class A Preferred Units to CCHC (together, such transferred
      Class A Preferred Units, the "Transferred
      Units").

     

    F. Pursuant
      to the Settlement Agreement, the Company is required to issue additional Class
      B
      Units to CCV in consideration for the contributions made by CCV to the capital
      of the Company as described in Recital C.

     

    G. The
      parties hereto desire to enter into this Third Amended and Restated Limited
      Liability Company Agreement to provide for, inter
      alia,
      the
      admission of CCHC as a member of the Company, the issuance of additional Class
      B
      Units to CCV, and the amendment and restatement of the respective rights,
      obligations, and interests of the parties hereto to each other and to the
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW,
      THEREFORE, the Existing LLC Agreement is hereby 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:

     

    1.1 "Act"
      means
      the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 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 Fiscal Year, 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 "Adjusted
      Priority Capital"
      means,
      with respect to any Class A Member as of any date, the amount, if any, of such
      Member’s Initial Priority Capital, reduced by the aggregate amount distributed
      to such Member by the Company pursuant to Section 9.5(b)
      hereof.
      In the event any Class A Member transfers all or any portion of such Member’s
      Class A Preferred Units in accordance with the terms of this Agreement, such
      Member’s transferee shall succeed to the Adjusted Priority Capital of the
      transferor to the extent it relates to the transferred portion of such Member’s
      Class A Preferred Units. 

     

    1.4 "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. 

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

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

     

    1.6 "Allen
      Members"
      has the
      meaning set forth in Section 7.3.1
      hereof.

     

    1.7 "Appraiser"
      means a
      nationally-recognized investment bank or other appraiser experienced in the
      cable television industry.

     

    1.8 "Approval
      of the Members"
      means
      the affirmative vote, approval or consent of the Member(s) holding more than
      50 percent of the Class B Units.

     

    1.9 "Available
      Cash"
      means
      all cash and cash equivalents of the Company on hand from time to time
      (including without limitation bank and deposit accounts and short-term cash
      investments), excluding any portion thereof, as determined by the Manager in
      its
      sole discretion, necessary or advisable to pay expenses or liabilities or
      establish reserves, for purposes of operating, developing, maintaining, or
      otherwise providing for the Company and its business and affairs.

     

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

     

    1.11 "Cable
      Transmission Business"
      has the
      meaning set forth in Section 2.5
      hereof.

     

    1.12 "Call
      Notice"
      has the
      meaning set forth in Section 7.5.3
      hereof.

     

    1.13 "Capital
      Account"
      means
      with respect to any Member the capital account that the Company establishes
      and
      maintains for such Member pursuant to Section 3.2
      hereof.

     

    1.14 "Capital
      Contribution"
      means,
      with respect to any Member, the amount of money and the 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).

     

    1.15 "CCI"
      means
      Charter Communications, Inc., a Delaware corporation.

     

    1.16 "CCV"
      has the
      meaning set forth in the recitals to this Agreement.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    1.17 "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.

     

    1.18 "Change
      of Control"
      means,
      with respect to any Person, a reorganization, merger, consolidation or other
      transaction or transactions, , other than with Mr. Allen or one or more of
      his
      Affiliates and other than in connection with any transactions with CCI or one
      or
      more of its subsidiaries, (whether or not CCI is a party thereto and
      specifically including, without limitation, open market purchases of
      securities), as a result of which any person or entity or "group" of persons
      or
      entities (other than Mr. Allen, any of his Affiliates or CCI or any Charter
      Affiliate) becomes the "beneficial owner" (as those terms are defined in and
      construed by judicial authority under Rule 13d-3 promulgated under the
      Securities Exchange Act of 1934, as amended, as that Rule may be amended from
      time to time) of common stock or options, warrants or other rights to acquire
      common stock or any convertible securities representing in the aggregate at
      least 50 percent of the ordinary voting power of such Person in the
      election of directors or managing members.

     

    1.19 
      "Change
      of Control Event"
      has the
      meaning set forth in Section 7.5.1
      hereof.

     

    1.20 "Charter
      Affiliate"
      means
      any Person Controlled by CCI or Charter HoldCo. 

     

    1.21 "Charter
      Members"
      means
      CCHC and CCV and any of their successors. 

     

    1.22 "CCHC"
      has the
      meaning set forth in the recitals to this Agreement.

     

    1.23 "Charter
      Permitted Transferee"
      means
      any transferee of all or any portion of the Membership Interest of any Charter
      Member. 

     

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

     

    1.25 "CII
      Class A Preferred Units"
      means
      the Class A Preferred Units owned by CII immediately following the consummation
      of the transfers by CII contemplated under the Settlement
      Agreement.

     

    1.26 "CII
      Permitted Transferee"
      has the
      meaning set forth in Section 7.1.2
      hereof.

     

    1.27 "CII/Successor"
      means
      CII and any Person that succeeds to all or any portion of CII’s interest in the
      CII Class A Preferred Units. 

     

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

     

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

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

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

     

    1.31 "Class
      B Units"
      means
      any Unit denominated "Class B."

     

    1.32 "COC
      Notice"
      has the
      meaning set forth in Section 7.5.1
      hereof.

     

    1.33 "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.

     

    1.34 "Company"
      has the
      meaning set forth in the recitals to this Agreement.

     

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

     

    1.36 "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.

     

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

     

    1.38 "Drag-Along
      Notice"
      has the
      meaning set forth in Section 7.4.2
      hereof.

     

    1.39 "Drag
      Contract"
      has the
      meaning set forth in Section 7.4.2
      hereof.

     

    1.40 "Drag-Offered
      Interest"
      has the
      meaning set forth in Section 7.4.1
      hereof.

     

    1.41 "Dragged
      Interest"
      has the
      meaning set forth in Section 7.4.1
      hereof.

     

    1.42 "Fiscal
      Year"
      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.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

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

     

    1.43.1 The
      initial Gross Asset Value of the Property of the Company on the date hereof
      is
      the Gross Asset Value of such Property shown on the books and records of the
      Company as of the date hereof. 

     

    1.43.2 The
      initial Gross Asset Value of any asset contributed by a Member to the Company
      after the date hereof shall be the gross fair market value of such asset, as
      determined by the contributing Person and the Manager;

     

    1.43.3 The
      Gross
      Asset Values of all Company assets shall be adjusted to equal their respective
      gross fair market values (taking into account Code Section 7701(g)), 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 after the date hereof; (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 after the date
      hereof; (c) the grant of an interest in the Company (other than a de
      minimis
      interest) as consideration for the provision of services to or for the benefit
      of the Company; and (d) 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.

     

    1.43.4 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

     

    1.43.5 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) after the date hereof, 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 1.56.6
      hereof,
      provided, however, that Gross Asset Values shall not be adjusted pursuant to
      this Section 1.43.5
      to the
      extent the Manager determines that an adjustment pursuant to Section
1.43.3
      hereof
      is necessary or appropriate in connection with a transaction that would
      otherwise result in an adjustment pursuant to this Section 1.43.5.

     

    If
      the
      Gross Asset Value of an asset has been determined or adjusted pursuant to
      Section 1.43.1,
      Section
1.43.2,
      Section
1.43.3,
      or
      Section 1.43.5
      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

     

    1.44 "Implied
      CC VIII Value"
      means
      (i) the value of the business conducted by CC VIII (directly or indirectly
      through Subsidiaries) as of the Valuation Date (as determined by the process
      described in Section 7.5.4),
      plus
      (ii) to the extent not included 

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

       

      in
        the
        amount described in clause (i), the aggregate value of all current assets
        of
        CC VIII, calculated as of the Valuation Date (as determined by the
        process
        described in Section 7.5.4).
        

    

     

    1.45 "Initial
      Agreement"
      has the
      meaning set forth in the recitals to this Agreement.

     

    1.46 "Initial
      Capital Account"
      means,
      with respect to any Member, the capital account of such Member as of the Tax
      Effective Date, as calculated pursuant to Section 3.2.

     

    1.47 "Initial
      Members"
      means
      CCV, CCHC, and CII.

     

    1.48 "Initial
      Priority Capital"
      means,
      with respect to each Class A Member, the amount, if any, set forth opposite
      such
      Member’s name on Schedule
      A.

     

    1.49 "Manager"
      means
      one or more managers who are designated from time to time as provided in Section
      5.1
      hereof.

     

    1.50 "Member"
      means
      each Person who (a) is an Initial Member, has been admitted to the Company
      as a
      Member in accordance with this Agreement, or is an assignee who has become
      a
      Member in accordance with Article VII, and (b) has not retired, resigned,
      withdrawn, been expelled or removed, or, if other than an individual,
      dissolved.

     

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

     

    1.52 "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).

     

    1.53 "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.

     

    1.54 "Membership
      Interest"
      means a
      Member’s entire 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, the
      right to vote or participate in the management of the Company to the extent
      herein provided or as specifically required by the Act, and the right to receive
      information concerning the business and affairs of the Company.

     

    1.55 "Mr.
      Allen"
      means
      Paul G. Allen.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    1.56 "Net
      Profits"
      and
      "Net
      Losses"
      mean,
      for each Fiscal Year, an amount equal to the Company’s taxable income or loss
      for such Fiscal Year, 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:

     

    1.56.1 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;

     

    1.56.2 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;

     

    1.56.3 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;

     

    1.56.4 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;

     

    1.56.5 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 1.37
      hereof;

     

    1.56.6 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

     

    1.56.7 Notwithstanding
      any other provision of this definition, any items that are specially allocated
      pursuant to Section 6.3
      or
      Section 6.4hereof
      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
1.56.1
      through
1.56.6
      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 

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    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.

     

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

     

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

     

    1.59 "Participating
      Allen Member"
      has the
      meaning set forth in Section 7.3.3
      hereof.

     

    1.60 "Percentage
      Interest"
      means,
      with respect to each Member, the percentage equal to the number of Units held
      by
      such Member divided by the total number of Units held by all
      Members.

     

    1.61 "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.

     

    1.62 "Pre-Closing
      Sharing Period"
      means
      the period beginning June 7, 2003 and ending on December 31, 2004.

     

    1.63 "Priority
      Rate"
      means,
      with respect to any period for which Priority Return is being determined,
      2 percent per annum.

     

    1.64 "Priority
      Return"
      means,
      with respect to each Class A Member, an amount determined by applying the
      Priority Rate to the average daily balance of such Member’s Adjusted Priority
      Capital from time to time during the period to which the Priority Return
      relates, determined on the basis of a year of 365 or 366 days, as the case
      may
      be, for the actual number of days in the period for which the Priority Return
      is
      being determined. Priority Return shall commence as of February 14, 2000 and
      shall be cumulative but not compounded. In the event any Class A Member
      transfers all or any portion of such Member’s Class A Preferred Units in
      accordance with the terms of this Agreement, such Member’s transferee shall
      succeed to the Priority Return of the transferor Class A Member to the extent
      it
      relates to the transferred portion of such Class A Member’s Class A Preferred
      Units. 

     

    1.65 "Property"
      means
      all real and personal property, including in each case tangible and intangible
      property, that has been acquired by or contributed to the Company and its
      Subsidiaries and any improvements thereto.

     

    1.66 "Put/Call
      Price"
      has the
      meaning set forth in Section 7.5.4
      hereof.

     

    1.67 "Put
      Notice"
      has the
      meaning set forth in Section 7.5.2(a)
      hereof.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    1.68 "Regulations"
      means
      the regulations currently in force and 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.

     

    1.69 "Regulatory
      Allocations"
      has the
      meaning set forth in Section 6.4
      hereof.

     

    1.70 "Related
      Party"
      means

     

    (a) any
      individual who is (i) Mr. Allen, or the parent or sibling of Mr. Allen, or
      (ii)
      any lineal or adopted descendant of Mr. Allen or of his sibling, or (iii) any
      lineal or adopted descendant of any individual described in clause (ii) of
      this
      subsection 1.70(a), and (iv) any spouse of any individual described in clauses
      (i), (ii) and (iii) of this subsection 1.70(a), and any lineal or adopted
      descendant of any such spouse, 

     

    (b) the
      estate of any individual described in subsection 1.70(a),

     

    (c) a
      trust
      in which (i) one or more individuals described in subsection 1.70(a) have a
      majority of the beneficial interests (determined actuarially),
      and (ii)
      of which the majority of the trustees are individuals described in subsection
      1.70(a),

     

    (d) a
      split
      interest trust (i.e.,
      a
      charitable remainder trust or charitable lead trust) (i) of which the sole
      beneficiaries are Mr. Allen and/or individuals described in subsection 1.70(a)
      and a charitable institution qualified under Section 501(c)(3) of the U.S.
      Internal Revenue Code of 1986, as amended, and (ii) of which the sole trustees
      are one or more individuals described in subsection 1.70(a), 

     

    (e) any
      general partnership, limited partnership, limited liability company, limited
      liability partnership, corporation, real estate investment trust, or association
      at least 80 percent of the equity interests in which are, at the time of a
      transfer to such entity, owned, directly or indirectly (through any entity
      described in subsections 1.70(b), 1.70(c), 1.70(d) or this subsection 1.70(e)),
      by any individual described in subsection 1.70(a),
      or


     

    (f) any
      general partnership, limited partnership, limited liability company, limited
      liability partnership, corporation, real estate investment trust, or association
      (i) at least 50 percent of the equity interests in which are, at the time of
      a
      transfer to such entity, owned by Mr. Allen and (ii) the management and policies
      of which are directed by Mr. Allen, directly or indirectly, whether through
      the
      ownership of voting securities or by contract or otherwise.

     

    1.71 "Settlement
      Agreement"
      means
      the Settlement Agreement and Mutual Releases, dated as of even date herewith,
      by
      and among CCI, Charter HoldCo, Charter 

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

       

      Communications
        Holdings, LLC, CCV, CCHC, CII, Vulcan Cable III, Inc., Mr. Allen, and the
        Company.

    

     

    1.72 "Subsidiary"
      means,
      with respect to any Person, any corporation, limited liability company,
      partnership, association, joint venture or other business entity of which
(a)
      if a
      corporation, (i)
      10 percent or more of the total voting power of shares of stock entitled
      to
      vote in the election of directors thereof or (ii)
      10 percent 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 (b)
      if a
      limited liability company, partnership, association or other business entity,
      10  percent 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
      10 percent or greater ownership interest in a limited liability company,
      partnership, association or other business entity if the Person is allocated
      10 percent 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.

     

    1.73 "Tag
      Acceptance Notice"
      has the
      meaning set forth in Section 7.3.3
      hereof.

     

    1.74 "Tag-Along
      Interest"
      has the
      meaning set forth in Section 7.3.3
      hereof.

     

    1.75 "Tag-Along
      Notice"
      has the
      meaning set forth in Section 7.3.1
      hereof.

     

    1.76 "Tag
      Contract"
      has the
      meaning set forth in Section 7.3.1
      hereof.

     

    1.77 "Tag-Offered
      Interest"
      has the
      meaning set forth in Section 7.3.1
      hereof.

     

    1.78 "Target
      Capital Account"
      has the
      meaning set forth in Section 6.4
      hereof.

     

    1.79 "Tax
      Effective Date"
      means
      January 1, 2005.

     

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

     

    1.81 "Transaction
      Documents"
      has the
      meaning set forth in Section 10.1
      hereof.


     

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


     

    1.83 "Transferred
      Units"
      has the
      meaning set forth in the recitals to this Agreement.

     

    
      
        
        

      

      
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    1.84 
      "Units"
      means
      the units of Membership Interests issued by the Company to its Members, which
      entitle the Members to certain rights as set forth in this Agreement.


     

    1.85 "Valuation
      Date"
      means
      the last day of the calendar month immediately preceding the date of the binding
      agreement for the applicable Change of Control Event or, if there is no such
      agreement, the last day of the calendar month immediately preceding the Change
      of Control Event. 

     

    ARTICLE
      II

    


     

    ORGANIZATIONAL
      MATTERS

     

    2.1 Formation.
      Pursuant to the Act, the Company was 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 is "CC VIII, 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 commenced 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; provided,
      however, that, until all outstanding shares of class B common stock of CCI
      have
      been converted into shares of class A common stock of CCI in accordance with
      Clause (b)(viii) of Article Fourth of CCI’s certificate of incorporation as
      constituted as of November 12, 1999, without Approval of the Members, 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 member of, and subscriber to, the portal joint venture with
      Broadband Partners. "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

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

       

      its
        Subsidiaries; provided, that the business 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.
      No
      Member shall be required to make any Capital Contributions after the date
      hereof. Subject to the approval of the Manager, a Member may be permitted from
      time to time to make additional Capital Contributions if the Manager determines
      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 Capital
      Contribution, the terms and other aspects of such Capital Contribution, the
      economic and other rights of the additional Membership Interests issued to
      the
      contributing Member (including without limitation any priority with respect
      to
      distributions of cash or other property from the Company) and the resulting
      dilution to be incurred by the other Members. Each Member acknowledges that
      (a)
      the
      contribution by a Member of additional capital, and the terms of additional
      Membership Interests issued therefor (including without limitation rights to
      distributions from the Company that are superior to other Members’ rights) shall
      be determined solely by the Manager without the consent or approval of any
      Member other than the contributing Member, except as may be required pursuant
      to
      Section 10.2.2
      hereof,
      and (b)
      the
      issuance of additional Membership Interests to a contributing Member may dilute
      the Percentage Interests and other rights of the other Members, and that such
      Member shall have no right to vote on such issuance of additional Membership
      Interests except as provided in Section 10.2.2
      hereof.

     

    3.2 Initial
      Capital Accounts.
      The
      capital account of each Member as of the Tax Effective Date (the "Initial
      Capital Account"
      of such
      Member) shall
      equal (a)
      the
      total Capital Contributions of such Member or such Member’s predecessor prior to
      the Tax Effective Date (reduced by the amount of any liabilities of such Member
      or such Member’s predecessor assumed by the Company prior to the Tax Effective
      Date or which were secured by such Capital Contributions), as set forth on
      Schedule
      B,
      plus
(b)
      the
      aggregate Net Profits and any items in the nature of income or gain, if any,
      allocated to such Member or such Member’s predecessor with respect to all Fiscal
      Years or portions thereof ending prior to the Tax Effective Date (as may be
      adjusted after the date hereof upon audit of the Company’s books and records),
      minus (c)
      the
      aggregate Net Losses and any items in the nature of expenses or losses allocated
      to such Member or such Member’s predecessor with respect to all Fiscal Years or
      portions thereof ending prior to the Tax Effective Date (as may be adjusted
      after the date hereof upon audit of the Company’s books and records), minus (d)
      the amount of cash and the fair market value of any Property, if any,
      distributed to such Member or such Member’s predecessor prior to the Tax
      Effective Date (reduced by the amount of any Company liabilities assumed by
      such
      Member or such Member’s predecessor prior to the Tax Effective Date or which are
      secured by any Property distributed to such Member or such Member’s predecessor
      prior to the Tax Effective Date). The Initial Capital Accounts shall also
      include any other 

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

       

      adjustments
        required under Section 3.3 of the Existing LLC Agreement prior to the Tax
        Effective Date.

    

     

    3.3 Capital
      Accounts.
      The
      Company shall determine and maintain a Capital Account for each Member 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 Initial Capital Account there shall be credited (a)
      Capital
      Contributions by such Member on or after the Tax Effective Date, (b)
      Net
      Profits and any items in the nature of income or gain that are allocated to
      such
      Member with respect to all Fiscal Years beginning on or after the Tax Effective
      Date, and (c)
      the
      amount of any Company liabilities assumed by such Member on or after the Tax
      Effective Date or which are secured by any Property distributed to such Member
      on or after the Tax Effective Date;

     

    3.3.2 To
      each
      Member’s Capital Account there shall be debited (a)
      the
      amount of cash and the fair market value of any Property distributed to such
      Member pursuant to any provision of this Agreement on or after the Tax Effective
      Date, (b)
      Net
      Losses and any items in the nature of expenses or losses that are allocated
      to
      such Member with respect to all Fiscal Years beginning on or after the Tax
      Effective Date, and (c)
      the
      amount of any liabilities of such Member assumed by the Company on or after
      the
      Tax Effective Date or which are secured by any property contributed by such
      Member to the Company on or after the Tax Effective Date;

     

    3.3.3 In
      connection with the conveyance of the Transferred Units, CCHC shall succeed
      to
      the percentage of the Capital Account of CII determined as of the date hereof
      (in the manner described in Section 6.6.2) equal to the percentage determined
      by
      dividing the number of Transferred Units by the total number of Units held
      by
      CII immediately prior to entering into the Settlement Agreement;

     

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

     

    3.3.5 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
      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.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    3.5 No
      Withdrawal.
      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.

     

    3.6 Units.

     

    3.6.1 Units
      shall consist of (i) Class A Preferred Units, (ii) Class B Units, and any other
      classes of Units issued upon the approval of the Manager. Subject to the terms
      of this Agreement, the Company may issue up to one billion (1,000,000,000)
      units
      of each class of Units.

     

    3.6.2 As
      of the
      date hereof, the Company has issued 49,365,952 additional Class B Units to
      CCV,
      and the ownership of the Class A Preferred Units and Class B Units is as set
      forth on Schedule
      A.

     

    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 Additional Members.
      Without
      the need for any additional act or consent of any Person, the Initial Members
      shall continue to be Members of the Company. Except as set forth in Article
      VII,
      no Person shall be admitted as an additional Member unless the terms of such
      admission have been approved by the Manager. Such terms of admission shall
      include without limitation the amount and nature of any Capital Contribution
      by
      such Person, the terms and other aspects of such Capital Contribution, the
      economic and other rights of the additional Membership Interests issued to
      the
      additional Member (including without limitation any priority with respect to
      distributions of cash or other property from the Company), and the resulting
      dilution of interest to be incurred by the other Members. Each Member
      acknowledges that (a)
      the
      contribution of capital by a Person and the admission of such Person as an
      additional Member, and the terms of additional Membership Interests issued
      to
      such Person (including without limitation rights to distributions from the
      Company that are superior to other Members’ rights) shall be determined solely
      by the Manager without the consent or approval of any Member, except as may
      be
      required pursuant to Section 10.2.2
      hereof,
      and (b)
      the
      admission of such Person as an additional Member and issuance of additional
      Membership Interests to such Person may dilute the Percentage Interests and
      other rights of the other Members, and such Member shall have no right to vote
      on the admission of such Person or the issuance of additional Membership
      Interests to such Person except as provided in Section 10.2.2
      hereof.

     

    
      
        
        

      

      
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    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 may fix from time to time. At any meeting of the Members, the
      Manager or 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 may be called at any time by the Manager, or by any Member or
      Members holding more than 20 percent of all Units, for the purpose of
      addressing any matter on which the Approval of the Members is required or
      permitted under this Agreement.

     

    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 10 nor more than
      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 At
      all
      meetings of the Members, a majority of the Class B Members shall constitute
      a
      quorum for the transaction of business, and the act of a majority of the Class
      B
      Members present at any meeting at which there is a quorum shall be the action
      of
      the Members, 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
      Members, the Class B Members 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 Member not present at such meeting.

     

    4.3.6 Any
      action that can be taken at a meeting of the Members may be taken without a
      meeting 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 to approve the action. The
      Manager 

     

    
      
        
        

      

      
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      shall
        notify Members 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 VII and IX hereof, no Member may withdraw, retire,
      or
      resign from the Company without the prior approval of the Manager.

     

    ARTICLE
      V

    


    MANAGEMENT
      AND CONTROL OF THE COMPANY

     

     

    5.1 Management
      of the Company by Manager.
      The
      Members hereby unanimously confirm the election of CCI, or its
      successor-in-interest which acquires directly or indirectly substantially all
      of
      the assets or businesses of CCI, as the Company’s Manager. Without the Approval
      of the Members, no Person may be elected as Manager in addition to or in
      substitution of CCI, other than a Charter Affiliate or a successor-in-interest
      to such Charter Affiliate which acquires directly or indirectly substantially
      all of the assets or businesses of such Charter Affiliate. Except as otherwise
      required by applicable law, 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.

     

    5.1.1 The
      Manager shall have the right to appoint such officers, and to assign to them
      such duties and responsibilities, as it may determine from time to time. Any
      officer may be removed by the Manager, with or without cause, at any
      time.

     

    5.1.2 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
5.1.2
      to the
      officers of the Company.

     

    5.1.3 No
      annual
      or regular meetings of the Manager are required. The Manager may, by written
      consent and without prior notice (provided that prompt 

     

    
      
        
        

      

      
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      subsequent
        notice is given to the Members), take any action which it is otherwise required
        to take at a meeting.

    

     

    5.2 Fiduciary
      Obligations. 

     

    5.2.1 As
      provided in Section 18-1101 of the Act, each Member’s duty of care to each
      other, and the Manager’s and the Company’s officers’ duty of care to the Company
      and the Members is limited to the implied contractual covenant of good faith
      and
      fair dealing. Without limiting the foregoing, in no event shall any Member,
      the
      Manager or any officer be liable for breach of a fiduciary duty for such
      individual’s good faith reliance on the provisions of this Agreement. The
      Members expressly intend, and acknowledge and agree, that the provisions of
      this
      Agreement, including, without limitation, those in this Section 5.2,
      shall
      govern the rights, duties and obligations of the Members to one another and
      the
      rights, duties and obligations of the Manager and officers to the Company and
      the Members and, in that connection, shall supplant entirely the default
      fiduciary duties stated or implied by applicable law or equity, which might
      otherwise apply.

     

    5.2.2 Neither
      the Manager, any Company officer, nor any Member, nor any of the partners or
      shareholders, directors, officers, agents, employees or Affiliates of the
      Manager, such officers or such Member, as applicable, shall be liable to the
      Company, the Members, or to any Persons who have acquired interests in the
      Units, assignees or otherwise, for errors in judgment or for any acts or
      omissions taken in good faith.

     

    5.2.3 The
      Manager shall not be liable for the negligence, whether of omission or
      commission, dishonesty or bad faith of any agent or employee of the Company
      selected and supervised by the Manager with reasonable care. Any act or omission
      of the Manager, if done in reliance upon the advice of legal counsel or public
      accountants selected with the exercise of reasonable care by the Manager, shall
      be conclusively presumed not to constitute willful misconduct, recklessness
      or
      gross negligence with respect to the activities and operations of the
      Company.

     

    5.2.4 Unless
      otherwise expressly provided herein, whenever a conflict of interest exists
      or
      arises between the Manager or a Class B Member or any of the Affiliates of
      either of them, on the one hand, and the Company, any Class A Member, or any
      Persons who have acquired interests in the Units on the other hand, then the
      Manager or such Class B Member shall resolve such conflict of interest, take
      such action or provide such terms considering, in each case, the relative
      interests of each party to such conflict, agreement, transaction or situation
      and the benefits and burdens relating to such interests, any customary or
      accepted industry practices, and any applicable generally accepted accounting
      practices or principles. In the absence of a bad faith violation of the implied
      contractual covenant of good faith and fair dealing by the Manager or such
      Class
      B Member, the resolution, action or terms so made, taken or provided by the
      Manager or such Class B Member shall not constitute a breach of this Agreement
      or any other agreement contemplated herein or therein.

     

    
      
        
        

      

      
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    5.2.5 Whenever
      in this Agreement the Manager is, or the Class B Members are, permitted or
      required to make a decision (a)
      in its
      or their "sole discretion" or "discretion" or under a grant of similar authority
      or latitude, the Manager or the Class B Members shall be entitled to consider
      only such interests and factors as it or they desire, including its or their
      own
      interests, and shall have no duty or obligation to give any consideration to
      any
      interest of or factors affecting the Company, the other Members or any Persons
      who have acquired interests in the Units, or (b)
      in its
      or their "good faith" or under another express standard, the Manager or the
      Class B Members shall act under such express standard and shall not be subject
      to any other or different standards imposed by this Agreement, or any other
      agreement contemplated herein. Each Member hereby agrees that any standard
      of
      care or duty imposed in this Agreement, or any other agreement contemplated
      herein, or under the Act or any other applicable law, rule or regulation, shall
      be modified, waived or limited in each case as required to permit the Manager
      or
      the Class B Members to act under this Agreement or any other agreement
      contemplated herein and to make any decision pursuant to the authority described
      in this 5.2.5
      so long
      as (i)
      such
      action or decision does not constitute gross negligence or willful or wanton
      misconduct or a bad faith violation of the implied contractual covenant of
      good
      faith and fair dealing and (ii)
      the
      Manager or the Class B Members, as appropriate, believe such action or decision
      is consistent with the overall purposes of the Company. 

     

    5.3 Indemnification
      and Expenses.

     

    5.3.1 To
      the
      extent permitted by applicable law, a Member (and its respective officers,
      directors, agents, employees, shareholders, members, partners, and Affiliates),
      Manager (and its respective officers, directors, agents, employees,
      shareholders, members, partners, and Affiliates), 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; except
      that no 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, or gross negligence; provided,
      however, that any indemnity under this Section 5.3.1
      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.

     

    5.3.2 To
      the
      extent permitted by applicable law, expenses (including reasonable legal fees)
      incurred by a Member (and its respective officers, directors, agents, employees,
      shareholders, members, partners or Affiliates), Manager (and its respective
      officers, directors, agents, employees, shareholders, members, partners or
      Affiliates), 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 

     

    
      
        
        

      

      
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      upon
        receipt by the Company of an undertaking by or on behalf of the Member (or
        its
        respective officers, directors, agents, employees, shareholders, members,
        partners or Affiliates, as applicable), Manager (or its respective officers,
        directors, agents, employees, shareholders, members, partners or Affiliates,
        as
        applicable), or officer to repay such amount if it shall be determined that
        such
        Person is not entitled to be indemnified as authorized in Section 5.3.1
        hereof.

    

     

    5.4 Devotion
      of Time.
      Except
      as required by any individual contract and notwithstanding any provision to
      the
      contrary in this Agreement, no Manager 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.

     

    5.5 Competing
      Activities. 

     

    5.5.1 Except
      as
      provided by any individual contract: (i) any Manager or Member (and their
      respective officers, directors, agents, employees, 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 nor 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, employees, 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, employees,
      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’, employees’,
      shareholders’, members’, partners’ or Affiliates’) own account or to recommend
      such opportunity to Persons other than the Company or any
      Subsidiary.

     

    5.5.2 The
      Company agrees that, until all outstanding shares of class B common stock of
      CCI
      have been converted into shares of class A common stock of CCI in accordance
      with Clause (b)(viii) of Article Fourth of CCI’s certificate of incorporation as
      constituted as of November 12, 1999, without the Approval of the Members, 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. 

     

    5.5.3 The
      Company and each Member acknowledge that the other Members, the Manager (and
      their respective officers, directors, agents, employees, shareholders, members,
      partners or Affiliates) and the officers of the Company (to the extent expressly
      permitted in their employment agreement) might own or manage other 

     

    
      
        
        

      

      
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      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 CCI and CCV) has 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 to them on account thereof. To the extent that, at law or at equity,
        any Member or Manager (and their respective officers, directors, agents,
        employees, shareholders, members, partners or Affiliates) or officers 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 5.5.
        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, employees,
        shareholders, members, partners or Affiliates) or officers 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 5.5,
        to the
        extent that they restrict the duties and liabilities of a Manager or Member
        (and
        their respective officers, directors, agents, employees, shareholders, members,
        partners or Affiliates) or officers 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.

    

     

    5.6 Certain
      Related Transactions.
      

     

    5.6.1 CII
      acknowledges and agrees that the Company will engage in transactions with the
      Charter Members and the Charter Affiliates and that so long as such transactions
      are not entered into in bad faith and in accordance with Section 5.2,
      the
      Charter Members and the Charter Affiliates with which the Company engages in
      transactions, the Manager, and the Company shall not be liable to the Company
      or
      to CII with respect to such transactions. The foregoing provision is not
      intended to affect any of CCV and its Affiliates’ express contractual
      obligations to the Company, Class A Members, or any of the Class A Members’
      Affiliates under any contract entered into by and among such parties from time
      to time.

     

    5.6.2 Without
      limiting any other provisions of this Agreement, CII acknowledges and agrees
      that the Manager has the exclusive authority to manage the business and
      operations of the Company and that, in its capacity as a Class A Member, CII
      has
      no right to vote on or otherwise participate in the management of the business
      and operations of the Company or any transactions or financings that the Company
      may undertake or participate in. CII further acknowledges and agrees that,
      except for such rights as may be granted to CII pursuant to Section 10.2.2
      and
      pursuant to the Act, in its capacity as a Class A Member, CII has no right
      to
      vote on or object to:

     

    
      
        
        

      

      
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    (a) any
      financing, refinancing, restructuring, asset sale, or other transaction
      undertaken by CCI, Charter HoldCo, CCHC, the Company, or any other Charter
      Affiliates;

     

    (b) any
      issuance of debt or equity by CCI, Charter HoldCo, CCHC, the Company or any
      other Charter Affiliate, including the issuance of equity that is senior to
      the
      Class A Preferred Units;

     

    (c) any
      issuance of debt or equity by CCHC, the Company or any other Charter Affiliate
      in consideration for additional capital contributions, including without
      limitation debt or equity issued in consideration for contributions of debt
      previously issued by CCHC, the Company or any other Charter
      Affiliate;

     

    (d) subject
      to Section 10.2
      hereof,
      any amendment to this Agreement as necessary to implement any of the
      transactions contemplated by paragraphs (a) through (c) above; 

     

    (e) any
      decision concerning the dissolution of the Company;

     

    (f) any
      decision concerning distributions by the Company or CCHC (other than with
      respect to distributions in contravention of Section 6.8
      or
      Section 9.5);
      or

    (g) any
      other
      undertaking or transaction by CCI, Charter HoldCo, CCHC, the Company or any
      other Charter Affiliate, and any decision by CCI, Charter HoldCo, CCHC, the
      Company or any other Charter Affiliate not to implement any undertaking or
      transaction.

     

    For
      the
      avoidance of doubt, nothing in this Agreement will in any way affect Mr. Allen
      or his Affiliates or transferees’ rights as holders of any other interests in
      CCI or Charter HoldCo or the rights of Mr. Allen or any transferree to exercise
      his other rights as a director or manager or member of CCI or Charter
      HoldCo.

     

    5.7 Remuneration
      for Management or Other Services.
      The
      Manager 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. 

     

    5.8 Reimbursement
      of Expenses.
      The
      Company shall reimburse the Manager 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 duplication of any expense paid.

     

    
      
        
        

      

      
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    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
6.4
      hereof,
      Net Profits with respect to each Fiscal Year beginning on or after the Tax
      Effective Date shall be allocated to the Members in the following order of
      priority:

     

    6.1.1 First,
      Net Profits shall be allocated to each Member to the extent of and in accordance
      with the aggregate amount of Net Losses previously allocated to such Member
      pursuant to Section 6.2.2
      hereof
      with respect to each Fiscal Year beginning on or after the Tax Effective Date,
      with respect to which Net Profits have not been previously allocated pursuant
      to
      this subsection.

     

    6.1.2 Second,
      Net Profits shall be allocated to each Member to the extent of and in accordance
      with the aggregate amount of Net Losses previously allocated to each Member
      (a)
      with
      respect to the Pre-Closing Sharing Period and (b)
      pursuant
      to Section 6.2.1
      hereof
      with respect to each Fiscal Year beginning on or after the Tax Effective Date,
      with respect to which Net Profits have not been previously allocated pursuant
      to
      this subsection. 

     

    6.1.3 Third,
      Net Profits shall be allocated to each Class B Member to the extent of the
      Net
      Losses previously allocated to such Class B Member with respect to all Fiscal
      Years or portions thereof ended prior to June 7, 2003, with respect to which
      Net
      Profits have not been previously allocated pursuant to this
      subsection.

     

    6.1.4 Fourth,
      the balance, if any, of Net Profits shall be allocated in accordance with the
      Members’ Percentage Interests.

     

    6.2 Allocations
      of Net Losses.
      After
      giving effect to the special allocations set forth in Sections 6.3
      and
6.4
      hereof,
      Net Losses with respect to each Fiscal Year beginning on or after the Tax
      Effective Date shall be allocated to the Members as follows:

     

    6.2.1 First,
      except as provided in Section 6.2.3,
      Net
      Losses shall be allocated to the Class B Members in an amount equal to the
      excess of (a)
      the
      aggregate Net Losses allocated with respect to the Class A Preferred Units
      during the Pre-Closing Sharing Period multiplied by a fraction, the numerator
      of
      which is the aggregate Percentage Interests of the Class B Members and the
      denominator of which is the aggregate Percentage Interests of the Class A
      Members, over (b)
      the
      aggregate Net Losses allocated with respect to the Class B Units during the
      Pre-Closing Sharing Period, with respect to which Net Losses have not been
      previously allocated pursuant to this subsection.

     

    
      
        
        

      

      
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    6.2.2 Second,
      except as provided in Section 6.2.3,
      the
      balance, if any, of Net Losses shall be allocated in accordance with the
      Members’ Percentage Interests.

     

    6.2.3 An
      allocation of Net Losses under Sections 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 Fiscal Year if any
      other member has a positive Capital Account balance at such time. Any Net Losses
      not allocated because of the preceding sentence shall be allocated to the other
      Member or Members with positive Capital Account balances 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 Fiscal Year, such
      allocation shall instead be made to the remaining Member or Members in
      proportion to the respective Percentage Interests of such Member or
      Members.

     

    6.3 Special
      Allocations.

     

    6.3.1 Member
      Nonrecourse Deductions.
      Any
      Member Nonrecourse Deductions for any Fiscal Year 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).

     

    6.3.2 Nonrecourse
      Deductions Referable to Liabilities Owed to Non-Members.
      Any
      Nonrecourse Deductions for any Fiscal Year and any other deductions or losses
      for any Fiscal Year 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.

     

    6.3.3 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 Fiscal Year, 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 Fiscal Year (and,
      if necessary, subsequent Fiscal Years) 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 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 6.3.3
      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.

     

    
      
        
        

      

      
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    6.3.4 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 Fiscal Year, each Member shall be specially allocated
      items of Company income and gain for such Fiscal Year (and, if necessary,
      subsequent Fiscal Years) 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(0(6) and 1.704-2(j)(2). This Section
6.3.4
      is
      intended to comply with the minimum gain chargeback requirement contained in
      Regulations Section 1.704-2(f) and shall be interpreted consistently
      therewith.

     

    6.3.5 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 6.3.5
      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 6.3.5
      were not
      in the Agreement.

     

    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 Priority
      Return Allocations.
      If any
      Priority Return distributions have been made pursuant to Section 6.8.1(a)
      or
      Section 9.5(a)
      hereof,
      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 Member in
      proportion to and to the extent of the excess, if any, of (i) the cumulative
      Priority Return distributions each such Member has received pursuant to Section
      6.8.1(a)
      or
      Section 9.5(a)
      hereof
      from the commencement of the Company to a date 30 days after the end of such
      Fiscal Year, over (ii) the cumulative income and gain allocated to such Member
      pursuant to this Section 6.3.7
      for all
      prior Fiscal Years. 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 Curative
      Allocations. The
      allocations set forth in Sections 6.2.3
      and
6.3
      (other
      than Section 6.3.7)
      hereof
      (collectively, the "Regulatory
      Allocations")
      are
      intended 

     

    
      
        
        

      

      
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      to
        comply
        with certain requirements of the Regulations. It is the intent of the Members
        that, to the extent possible, the Regulatory Allocations shall be offset
        either
        with other Regulatory Allocations or with special allocations of other items
        of
        Company income, gain, loss, or deduction pursuant to this Section 6.4.
        Therefore, 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
        Regulatory Allocations were not part of this Agreement and all Company items
        were allocated pursuant to Sections 6.1,
        6.2.1,
        6.2.2
        and
6.3.7.
        In
        exercising its discretion under this Section 6.4,
        the
        Manager shall take into account any future Regulatory Allocations under Sections
        6.3.3
        and
6.3.4
        hereof
        that, although not yet made, are likely to offset other Regulatory Allocations
        previously made under Sections 6.3.1and
        6.3.2.

    

     

    6.5 Tax
      Allocations

     

    6.5.1 Code
      Section 704(c) Allocations.
      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 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 Section
      1.43.3
      hereof,
      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

     

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

     

    6.5.3 Excess
      Nonrecourse Liabilities.
      To the
      extent that the Company’s "excess nonrecourse liabilities" within the meaning of
      Regulations Section 1.752-3(a)(3) are allocated among the Members in accordance
      with their interests in Company profits, 

     

    
      
        
        

      

      
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      the
        Members’ interests in Company profits are, solely for purposes of making such
        allocation, in proportion to their Percentage Interests.

    

     

    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.
      

     

    (a) Upon
      the
      transfer of the Transferred Units as of the date hereof, the income, gain,
      loss,
      deduction, and credit of the Company shall be calculated as if there were a
      notional "closing of the books" of the Company as of the close of business
      on
      the date hereof. CII shall be allocated the income, gain, loss, deduction,
      or
      credit of the Company with respect to the Transferred Units for the portion
      of
      the Fiscal Year that ends on the date hereof pursuant to this Article VI, and
      CCHC shall be allocated the income, gain, loss, deduction, or credit of the
      Company with respect to the Transferred Units for the remainder of such Fiscal
      Year. 

     

    (b) If
      after
      the date hereof any Membership Interest is transferred, or is increased or
      decreased by reason of the admission of a new Member or otherwise, during any
      Fiscal Year 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 Fiscal Year
      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 Fiscal Year.

     

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

     

    6.8 Distributions
      by the Company to Members.

     

    6.8.1 In
      General.
      Prior
      to the occurrence of any event specified in Section 9.1,
      and
      subject to applicable law and any limitations contained elsewhere in this
      Agreement, the Manager shall distribute the Company’s Available Cash, if any,
      not later than the 30th day after the end of each calendar year in the following
      order and priority:

     

    (a) First,
      to
      Members having accrued and unpaid Priority Return as of the last day of the
      calendar quarter preceding the date on which such distribution is made, pro
      rata
      in accordance with the respective amounts of such accrued 

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

       

      and
        unpaid Priority Return, until each such Member shall have received an amount
        equal to such Member’s accrued and unpaid Priority Return as of the last day of
        such preceding calendar quarter;

    

     

    (b) Second,
      to
      Members pro rata in accordance with their respective Percentage
      Interests.

     

    6.8.2 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.

     

    6.8.3 Distributees;
      Liability for Distributions.
      All
      distributions made pursuant to this Section 6.8
      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
      this Section 6.8.

     

    6.9 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.

     

    6.10 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.

     

    6.11 Limitation
      on Distributions.
      Notwithstanding any provision to the contrary in this Agreement, the Company
      shall not be required to make a distribution to any Member on account of such
      Member’s interest in the Company if such distribution would violate Section
      18-607 of the Act or other applicable law.

     

    6.12 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.

     

    
      
        
        

      

      
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    ARTICLE
      VII

    


    TRANSFER
      OF INTERESTS

     

    7.1 Transfers
      by CII.
      

     

    7.1.1 Neither
      CII nor any CII Permitted Transferee shall Transfer all or any portion of the
      Units held by it except as may be otherwise specifically provided in this
      Article VII.

     

    7.1.2 CII
      and
      the CII Permitted Transferees may Transfer Units, in whole or in part, to
the
      following Persons (each a "CII
      Permitted Transferee"): 

     

    (a) Any
      Related Party,

     

    (b) any
      Person with the consent of CCV, which consent may be granted or withheld,
      conditioned or delayed, as CCV may determine in its sole discretion,
      or

     

    (c) any
      Person acquiring Units pursuant to Section 7.3,
      Section
7.4,
      or
      Section 7.5
      hereof.

     

    7.1.3 In
      the
      event of the dissolution of CII or any CII Permitted Transferee, any transferee
      of such Person who is a CII Permitted Transferee shall be admitted as a Member
      of the Company upon compliance with the requirements of Section 7.6.
      

     

    7.1.4 In
      the
      event of the death of any CII Permitted Transferee who is a natural person,
      the
      guardian, trustee or legal representative of such Person shall succeed to all
      rights of such Person to receive allocations and distributions from the Company
      but shall not be admitted as a Member of the Company. Upon the termination
      of
      the estate of a deceased Person who held some or all of the CII Class A
      Preferred Units, the heirs and legatees of such Person who are CII Permitted
      Transferees shall be admitted as Members of the Company upon compliance with
      the
      requirements of Section 7.6.
      

     

    7.1.5 In
      the
      event of the adjudication of incompetency of a Person holding all or any part
      of
      the CII Class A Preferred Units who is a natural person, the guardian or legal
      representative of such Person shall succeed to all rights of such Person to
      receive allocations and distributions from the Company but shall not be admitted
      as a Member of the Company. 

     

    7.1.6 In
      the
      event of the bankruptcy of a Person holding all or any part of the CII Class
      A
      Preferred Units, the trustee or legal representative of such Person shall
      succeed to all rights of such Person to receive allocations and distributions
      from the Company but shall not be admitted as a Member of the Company.


     

    
      
        
        

      

      
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    7.2 Transfer
      of Control of CII/Successor. 

     

    7.2.1 So
      long
      as CII/Successor holds any Units, neither Mr. Allen nor any other Person in
      Control of CII/Successor shall Transfer Control of CII/Successor without the
      prior written consent of HoldCo, which consent may be granted or withheld,
      conditioned or delayed, as HoldCo may determine in its sole discretion;
      provided, however, that Mr. Allen and any Person in Control of CII/Successor
      may
      transfer Control of CII/Successor without the prior written consent of HoldCo
      to
      any Related Party; and provided further that the foregoing is not intended
      to,
      nor shall it, limit any rights of any person pursuant to the Exchange Agreement
      dated as of November 12, 1999 among Mr. Allen, CII, Vulcan Cable III, Inc.
      and
      CCI.

     

    7.2.2 Upon
      the
      Transfer of Control of CII/Successor, such transferee shall become subject
      to
      this Section 7.2
      and
      shall execute an instrument satisfactory to the Manager accepting and adopting
      the terms, provisions, and conditions of this Section 7.2.

     

    7.3 Tag-Along
      Rights. 

     

    7.3.1 At
      any
      time that one or more Charter Members proposes to sell all or any portion of
      its
      Membership Interests to any Person other than a Charter Affiliate or in
      connection with an internal reorganization of CCI and its Affiliates, the
      Manager shall provide written notice (the "Tag-Along
      Notice")
      to CII
      and each CII Permitted Transferee (together, the "Allen
      Members")
      of
(a)
      the
      aggregate number and type of Units to be sold by the Charter Members (the
      "Tag-Offered
      Interest")
      pursuant to the contract for the sale of Membership Interests by the Charter
      Members (such contract, a "Tag
      Contract")
      and
      the number and type of all Units then owned by all Charter Members; (b)
      the
      identity of the prospective purchaser; (c)
      the
      aggregate purchase price for the Tag-Offered Interest, the form of such purchase
      price, and any potential adjustments to such purchase price contained in the
      Tag
      Contract; (d)
      the
      purchase price for each Class A Preferred Unit of each Allen Member electing
      to
      participate in a sale pursuant to this Section 7.3
      (calculated with reasonable detail in accordance with the procedures set forth
      in Section 7.3.4);
      (e)
      a
      calculation (in accordance with Section 7.3.2)
      of the
      maximum number of Class A Preferred Units that each Allen Member can elect
      to
      sell pursuant to this Section 7.3;
      (f)
      confirmation that the prospective purchaser has been informed of the Allen
      Members’ rights under this Section 7.3
      and has
      agreed to purchase Class A Preferred Units from the Allen Members in accordance
      with the terms of this Section 7.3;
      (g)
      a copy
      of the Tag Contract; and (h)
      an
      estimate of the date on which the closing of Tag Contract will occur. The
      Manager shall provide the Tag-Along Notice within 20 days after the signing
      of
      the Tag Contract and shall be provided at least 45 days prior to the
      consummation of the sale contemplated by the Tag Contract. 

     

    7.3.2 Each
      Allen Member shall have the right to participate in such proposed sale with
      respect to a number of Class A Preferred Units held by such Allen Member that
      is
      the same percentage of all Class A Preferred Units held by such Allen Member
      as
      the percentage of Class A Preferred Units and Class B Units held by all Charter
      Members that are included in the Tag-Offered Interest.

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    7.3.3 An
      Allen
      Member desiring to participate in the sale pursuant to this Section 7.3
      (each, a
      "Participating
      Allen Member")
      shall
      exercise the rights granted pursuant to this Section 7.3
      by
      delivering written notice (the "Tag
      Acceptance Notice")
      to the
      Manager within 30 days after the date of the Tag-Along Notice setting forth
      the
      number of Class A Preferred Units to be sold by such Allen Member (which shall
      not exceed the number of shares calculated pursuant to Section 7.3.2
      hereof)
      (the "Tag-Along
      Interest").
      The
      right of an Allen Member pursuant to this Section 7.3
      shall
      terminate with respect to the proposed sale if not exercised within such 30
      day
      period. 

     

    7.3.4 The
      purchase price for any Tag-Along Interest shall equal the amount per Class
      A
      Preferred Unit that would be distributed with respect to each Class A Preferred
      Unit in a hypothetical dissolution of the Company, determined by calculating
      the
      total amount that the Company would need to distribute in dissolution to all
      Members pursuant to this Agreement to result in dissolution proceeds to the
      Charter Members with respect to the Tag-Offered Interest equal to the aggregate
      purchase price for the Tag-Offered Interest (as may be adjusted pursuant to
      the
      Tag Contract), assuming that the Company made a distribution of such total
      amount pursuant to Section 9.5.
      If all
      or any portion of the purchase price for the Tag-Offered Interest consists
      of
      property or other noncash consideration, the purchase price for each Tag-Along
      Interest shall comprise the same proportion of each item of property or other
      noncash consideration as is paid for the Tag-Offered Interest.
      

     

    7.3.5 At
      the
      closing of a sale pursuant to this Section 7.3,
      each
      Participating Allen Member shall be entitled and obligated to give such consents
      as are customary in similar transactions and to sell to the prospective
      purchaser its Tag-Along Interest on the same terms and conditions (other than
      price) as the Charter Members selling the Tag-Offered Interest (with such
      Participating Allen Member being subject to the same holdback, and escrow
      provisions, if any, and any similar components of the Tag Contract to which
      the
      Charter Members selling the Tag-Offered Interest are subject), provided that
      each Participating Allen Member shall only be required to make customary
      representations and warranties regarding its ownership of, and authority to
      sell, the Tag-Along Interest. 

     

    7.3.6 If,
      following delivery of a Tag-Along Notice, the 30 day period set forth in Section
      7.3.2
      shall
      have expired without an Allen Member’s exercise of its rights under this Section
7.3,
      the
      Charter Members shall have the right to sell to the prospective purchaser or
      an
      Affiliate thereof the Tag-Offered Interest but only on terms that are no more
      favorable in any material respect (and in any case, with no increase in the
      purchase price from that specified in the Tag-Along Notice) to the Charter
      Members than provided in the Tag Contract without any further obligation to
      such
      Allen Member under this Section 7.3.
      If the
      Charter Members do not consummate such sale, any subsequent sale of the
      Tag-Offered Interest shall once again be subject to the terms of this Section
      7.3.

     

    7.4 Drag-Along
      Rights. 

     

    7.4.1 At
      any
      time that one or more Charter Members propose to sell to any Person other than
      a
      Charter Affiliate or in connection with an internal reorganization 

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

       

      of
        CCI
        and its Affiliates (a)
        a number
        of Class A Preferred Units and Class B Units equal to more than 50 percent
        of all Units held by all Charter Members and all Charter Affiliates, and
        (b)
        a
        percentage of Class A Preferred Units held by all Charter Members and all
        Charter Affiliates equal to the percentage of Class B Units proposed to be
        sold
        by all Charter Members and all Charter Affiliates (such Units proposed to
        be
        sold, the "Drag-Offered
        Interest"),
        the
        Manager shall have the right to cause each holder of the CII Class A Preferred
        Units to sell the Dragged Interest to the prospective purchaser. The
        "Dragged
        Interest"
        of each
        holder of the CII Class A Preferred Units shall equal the excess of (i) a
        number
        of Class A Preferred Units held by such holder that is the same percentage
        of
        all Class A Preferred Units held by such holder as the percentage of Class
        A
        Preferred Units and Class B Units held by all Charter Members and all Charter
        Affiliates comprising the Drag-Offered Interest,
        over
        (ii) the number of Class A Preferred Units held by such holder that comprise
        the
        Tag-Along Interest of such holder, if any.

    

     

    7.4.2 The
      Manager shall exercise the rights set forth in this Section 7.4
      by
      providing notice (the "Drag-Along
      Notice")
      to
      each holder of the CII Class A Preferred Units within 60 days after the
      execution of the contract for the sale of the Drag-Offered Interest (the
      "Drag
      Contact")
      and
      not less than 45 days prior to the consummation of the sale contemplated by
      the
      Drag Contract. The Drag-Along Notice shall set forth (a)
      the
      number of Class A Preferred Units and Class B Units comprising the Drag-Offered
      Interest, and the number and type of all Units then owned by all Charter Members
      and all Charter Affiliates; (b)
      the
      identity of the prospective purchaser; (c)
      the
      aggregate purchase price for the Drag-Offered Interest, the form of such
      purchase price, and any potential adjustments to such purchase price contained
      in the Drag Contract; (d)
      an
      estimate of the purchase price for each Class A Preferred Unit comprising the
      Drag-Offered Interest (calculated with reasonable detail in accordance with
      the
      procedures set forth in Section 7.4.3);
      (e)
      a
      calculation of the number of Class A Preferred Units comprising the Dragged
      Interest of each holder of the CII Class A Preferred Units, (calculated in
      accordance with Section 7.4.1);
      (f)
      confirmation that the prospective purchaser has agreed to purchase Class A
      Preferred Units in accordance with the terms of this Section 7.4;
      (g) a
      copy of the Drag Contract and (h) a reasonable estimate of the date on which
      the
      closing of the sale of the Drag Contract will occur. 

     

    7.4.3 The
      purchase price for any Dragged Interest shall equal the amount per Class A
      Preferred Unit that would be distributed with respect to each Class A Preferred
      Unit in a hypothetical dissolution of the Company, determined by calculating
      the
      total amount that the Company would need to distribute in dissolution to all
      Members pursuant to this Agreement to result in dissolution proceeds to the
      Charter Members and Charter Affiliates with respect to the Drag-Offered Interest
      equal to the aggregate purchase price of the Drag-Offered Interest (as may
      be
      adjusted pursuant to the Drag Contract), assuming that the Company made a
      distribution of such total amount pursuant to Section 9.5.
      If all
      or any portion of the purchase price for the Drag-Offered Interest consists
      of
      property or other noncash consideration, the purchase price for each Dragged
      Interest shall comprise the same proportion of each item of property or other
      noncash consideration as is paid for the Drag-Offered Interest. 

     

    
      
        
        

      

      
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    7.4.4 At
      the
      closing of a sale pursuant to this Section 7.4,
      each
      holder of the CII Class A Preferred Units shall be entitled and obligated to
      give such consents as are customary in similar transactions and to sell to
      the
      prospective purchaser its Dragged Interest on the same terms and conditions
      (other than price) as the Charter Members selling the Drag-Offered Interest
      (with such holder being subject to the same holdback, and escrow provisions,
      if
      any, and any similar components of the Drag Contract to which the Charter
      Members selling the Drag-Offered Interest are subject), provided that each
      such
      holder shall only be required to make customary representations and warranties
      regarding its ownership of, and authority to sell, the Dragged Interest.


     

    7.5 Put
      and Call Rights. 

     

    7.5.1 In
      the
      event of a Change of Control of any of CCI, Charter HoldCo, or any Charter
      Affiliate owning a Membership Interest in the Company (a "Change
      of Control Event"),
      the
      Manager shall provide written notice of the Change of Control Event (the
      "COC
      Notice")
      to
      each holder of the CII Class A Preferred Units and provide reasonable detail
      of
      the events that constituted the Change of Control. The Manager shall provide
      such COC Notice within 20 days after the execution of a binding agreement for
      a
      Change of Control Event or, if no such agreement is entered into, within 20
      days
      after a Change of Control Event.

     

    7.5.2 If
      a
      Change of Control Event occurs, each Allen Member shall have the right to sell
      all (but not less than all) of its Class A Preferred Units to the Company (or
      the Company’s designee) for cash in an amount equal to the Put/Call
      Price. 

     

    (a) Each
      Allen Member shall exercise the rights granted pursuant to this Section
7.5.2
      by
      delivering written notice (the "Put
      Notice")
      to the
      Manager within 30 days from the date of the COC Notice. The right of an Allen
      Member pursuant to this Section 7.5.2
      shall
      terminate if not exercised within such 30 day period. 

     

    (b) If
      the 30
      day period set forth in Section 7.5.2(a)
      shall
      have expired without an Allen Member’s exercise of its rights under this Section
7.5.2,
      then
      such Allen Member shall have no further rights under this Section 7.5.2;
      provided, however, that if the COC Notice is attributable to the execution
      of an
      agreement for a Change of Control Event and such agreement is not closed, then
      any other Change of Control Event shall once again be subject to the terms
      of
      this Section 7.5.

     

    7.5.3 To
      the
      extent holders of the CII Class A Preferred Units do not exercise the right
      to
      sell Class A Preferred Units pursuant to Section 7.5.2,
      the
      Manager shall have the right to cause the Company (or the Company’s designee) to
      acquire all (but not less than all) of the Class A Preferred Units of such
      holders of the CII Class A Preferred Units for cash in an amount equal to the
      Put/Call Price. The
      Manager shall exercise the rights granted pursuant to this Section 7.5.3
      by
      delivering written notice (the "Call
      Notice")
      to
      such holders within 30 days following the expiration of the 20 day period set
      forth in Section 7.5.2(a). 

     

    
      
        
        

      

      
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    7.5.4 The
      purchase price for the Class A Preferred Units sold pursuant to this Section
      7.5
      (the
      "Put/Call
      Price")
      shall
      equal the amount per Class A Preferred Unit that would be distributed with
      respect to each Class A Preferred Unit if the Company were to sell all of its
      assets for the Implied CC VIII Value and dissolve in accordance with
      Article IX. The Manager and Allen Members holding a majority of the Class A
      Preferred Units held by all Allen Members shall attempt to reach an agreement
      as
      to the value of the business conducted by CC VIII as of the Valuation
      Date
      within the 20-day period following the later of the date of the Put Notice
      or
      the date of the Call Notice. If no such agreement is reached within such 20-day
      period, the Manager shall select an Appraiser and Allen Members holding a
      majority of the Class A Preferred Units held by all Allen Members shall select
      another Appraiser. The two Appraisers shall independently determine the value
      of
      the businesses conducted by CC VIII as of the Valuation Date assuming
      that
      the value of such businesses is the cash price at which the assets of such
      businesses as going concerns would change hands between a willing buyer and
      a
      willing seller (neither acting under compulsion) in an arms-length transaction,
      on terms and subject to conditions and transaction costs applicable in the
      cable
      television industry. If the higher value determined by the two Appraisers is
      not
      more than 115 percent of the lower value determined by the two Appraisers,
      then for purposes of clause (i) of Section 1.44
      the
      value of the businesses conducted by CC VIII shall be the average of
      the
      values determined by the two Appraisers. If the higher value determined by
      the
      two Appraisers is more than 115 percent of the lower value determined
      by
      the two Appraisers, then the two Appraisers shall select a third Appraiser
      to
      value the businesses conducted by CC VIII as of the Valuation Date,
      and for
      purposes of clause (i) of Section 1.44
      the
      value of the businesses conducted by CC VIII shall be the average of
      the
      two closest values determined by the three Appraisers. 

     

    7.5.5 At
      the
      closing of a sale pursuant to this Section 7.5,
      each
      seller of the CII Class A Preferred Units shall sell, transfer, convey, and
      assign all of its Class A Preferred Units to the Company (or the Company’s
      designee) free and clear of all liens, pursuant to written instruments of
      transfer in form and substance reasonably satisfactory to the Company (or the
      Company’s designee), against delivery of the Put/Call Price, provided that each
      such seller shall only be required to make customary representations and
      warranties regarding its ownership of, and authority to sell, the CII Class
      A
      Preferred Units. 

     

    7.6 Admission
      of Member.
      Notwithstanding the foregoing provisions of this Article VII, the transferee
      of
      a Membership Interest who is a CII Permitted Transferee or Charter Permitted
      Transferee shall not become a Member of the Company unless all of the following
      conditions have been met: (a)
      the
      Company shall (at its option) have received a written opinion from 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; (b)
      the
      Transfer will not result in the loss of any license or regulatory approval
      or
      exemption 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 

     

    
      
        
        

      

      
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      conducted;
        (c)
        the
        Transfer will not result in a material and adverse limitation or restriction
        on
        the operations of Charter HoldCo taken as a whole; (d)
        the
        Transfer will not cause the Company to be treated as a "publicly traded
        partnership" within the meaning of section 7704 of the Code; (e)
        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;
        and
(f)
        the CII
        Permitted Transferee or Charter Permitted Transferee, as applicable, has
        executed an instrument satisfactory to the Manager accepting and adopting
        the
        terms, provisions, and conditions of this Agreement, including without
        limitation Section 10.16
        herein,
        with respect to the acquired Membership Interest. 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.

    

     

    7.7 Other
      Transfers of Units Not Valid.
      Any
      purported Transfer of all or any of the Membership Interests in any manner
      except in accordance with the provisions of this Article VII shall be null
      and
      void, and neither the Company nor any other Member shall recognize any such
      Transfer as passing any interest in such Membership Interests to any Person.
      Notwithstanding the foregoing, if any CII Class A Preferred Units are
      transferred in violation of this Article VII, such transferee shall nevertheless
      be subject to Sections 7.4
      and
7.5.3
      hereof,
      and the transferor of such CII Class A Preferred Units shall be liable to the
      Company for all losses, damages, and costs incurred by the Company arising
      from
      the transferee’s failure to comply with such Sections.

     

    7.8 Recognition
      of Transferee Members.
      

     

    7.8.1 After
      a
      Person has been admitted as a Member of the Company pursuant to Section
7.6
      hereof,
      the Manager shall cause an amendment to the Certificate to be prepared and
      recorded promptly, if such amendment is required by the Act or other applicable
      law. However, the Company shall recognize such Person as a Member of the Company
      on the date on which such Person satisfies the conditions of Section
7.6
      hereof,
      even if such an amendment to the Certificate is not filed or is filed
      subsequently.

     

    7.8.2 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.

     

    7.9 Elections
      Under the Code.
      In the
      event of a Transfer of a Membership Interest in accordance with this Agreement,
      the Company, at the request of the party acquiring such Transferred Membership
      Interest, shall elect, pursuant to Section 754 of the Code and any like
      provision of applicable state law, to adjust the basis of the Company Property;
      each Member agrees to provide the Company with all information necessary to
      give
      effect to such election.

     

    
      
        
        

      

      
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    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 0.1 percent of all outstanding Units not later
      than 90 days after the close of the Company’s Fiscal Year. The report shall
      contain a balance sheet as of the end of the Company’s Fiscal Year and an income
      statement and statement of cash flow for the Company’s Fiscal Year. 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 information necessary for the preparation
      of
      the Members’ federal and state income tax and information returns, and for the
      computation of the Members’ estimated income tax payments. The Manager shall
      send or cause to be sent to each Member, or as soon as practicable following
      the
      end of each Fiscal Year, but in no event later than July 15, (a)
      such
      information as is necessary to complete such Member’s federal and state income
      tax or information returns, and (b)
      a
      schedule setting forth each Member’s Capital Account 

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

       

      balance
        as of the end of the most recent Fiscal Year. 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. The Manager 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 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 designate CCV as 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.

     

    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:

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

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

     

    (b) The
      decision of the Manager, in its sole discretion. 

     

    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
      dissolution 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
      hereof.
      The Person(s) winding up the affairs of the Company shall give written notice
      of
      the commencement of winding up by mail to all known creditors and claimants
      whose addresses appear on the records of the Company. 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 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). 

     

    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 by the
      Manager or, if a Member requests, by an independent, third-party appraiser
      experienced in the valuation of businesses such as the Company’s business,
      selected in good faith by the Manager. The Company shall bear the costs of
      the
      appraisal.

     

    9.5 Order
      of Distributions Upon Dissolution.
      After
      determining that all known debts and liabilities of the Company in the process
      of winding up, including without limitation debts and liabilities to Members
      who
      are creditors of the Company, have been paid or adequately provided for, the
      remaining assets shall be distributed to the Members in the following
      order:

     

    (a) First,
      to
      Members having accrued and unpaid Priority Return as of the date of
      distribution, pro rata in accordance with the respective amounts of accrued
      and
      unpaid Priority Return, until each such Member shall have received an amount
      equal to such Member’s accrued and unpaid Priority Return as of such date;
      provided, however, that no distribution shall be made pursuant to this Section
      9.5(a)
      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: 

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

       

      Distributions
        shall first be determined tentatively pursuant to this Section 9.5(a)
        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 his obligation (deemed or actual) to restore such deficit, the actual
        distribution to such Member pursuant to this Section 9.5(a)
        shall be
        equal to the tentative distribution to such Member less the amount of the
        excess
        to such Member; and

    

     

    (b) Second,
      to
      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 90 days after the date
      of such liquidation.

     

    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, or
      other Person(s) winding up the affairs of the Company, shall cause to be filed
      in the office of, and on a form prescribed by, the Delaware Secretary of State,
      a 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
      hereof.

     

    9.9 No
      Action for Dissolution.
      Except
      as expressly permitted in this Agreement, a Member shall not take any voluntary
      action that directly causes a dissolution of the Company other than voting
      in
      favor of dissolution.

     

    ARTICLE
      X

    


    MISCELLANEOUS

     

    10.1 Complete
      Agreement.
      This
      Agreement and any schedules and exhibits hereto, any document referenced in
      this
      Agreement and any schedules and exhibits thereto (including without limitation
      the Settlement Agreement and any schedules and exhibits thereto) (together,
      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


     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

       

      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 Amendments.
      

     

    10.2.1 Solely
      with the approval of the Manager, this Agreement may be modified or amended
      in
      any respect, including amendments or modifications contemplated under Sections
      3.1
      and
4.2
      hereof
      providing for the issuance of additional Membership Interests having such
      relative rights, powers and duties as the Manager shall determine (including
      without limitation rights, powers and duties senior to or different from
      existing Membership Interests).

     

    10.2.2 Notwithstanding
      Section 10.2.1,
      this
      Agreement shall not be amended, including by way of merger, consolidation or
      otherwise, (A) without the approval of Class A Members holding at least
      80 percent of the Class A Preferred Units if the amendment would result
      in
      a greater reduction in the aggregate Percentage Interests of the Class A Members
      (such reduction expressed as a percentage of the aggregate Percentage Interests
      of the Class A Members prior to such amendment) than the reduction in the
      aggregate Percentage Interests of the Class B Members (such reduction expressed
      as a percentage of the aggregate Percentage Interests of the Class B Members
      prior to such amendment)
      and (B)
      without the approval of each Class A Member if such amendment would adversely
      affect the express terms or rights of the Class A Members and/or the Class
      A
      Units set forth in this Agreement.

     

    10.2.3 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).

     

    10.3 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 successors and assigns.

     

    10.4 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 the Manager and their respective successors and 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.

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

     

    10.5 Statutory
      References.
      Any
      reference to the Code, the Regulations, the Act, or other statutes or laws
      or
      any specific agreement shall include all amendments, modifications, or
      replacements of the specific sections and provisions concerned.

     

    10.6 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.

     

    10.7 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.

     

    10.8 Interpretation.
      In this
      Agreement, unless otherwise specified or where the context otherwise
      requires:

     

    10.8.1 Unless
      otherwise expressly stated, a reference to a recital is to the relevant recital
      to this Agreement, to a numbered or lettered article, section, subsection or
      clause is to the relevant article, section, subsection or clause of this
      Agreement, and to an Exhibit or Schedule is to the relevant Exhibit or Schedule
      to this Agreement.

     

    10.8.2 Words
      importing any gender shall include other genders.

     

    10.8.3 Words
      importing the singular only shall include the plural and vice
      versa.

     

    10.8.4 The
      words
      "include", "includes" or "including" shall be deemed to be followed by the
      words
      "without limitation".

     

    10.8.5 The
      words
      "hereof", "herein", "hereunder" and "herewith" and words of similar import
      shall, unless otherwise stated, be construed to refer to this Agreement as
      a
      whole and not to any particular provision of this Agreement.

     

    10.9 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.

     

    10.10 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.

     

    10.11 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.

     

    
      
        
        

      

      
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    10.12 Notices.
      Unless
      otherwise provided, any notice required or permitted under this Agreement shall
      be given in writing and shall be deemed effectively given (a)
      upon
      personal delivery to the party to be notified, (b)
      on the
      5th day after deposit with the United States Post Office, by registered or
      certified mail, postage prepaid, (c)
      on the
      next business day after dispatch via nationally recognized overnight courier
      or
(d)
      upon
      confirmation of transmission by facsimile, all addressed to the party to be
      notified at the address indicated for such party below, or at such other address
      as such party may designate by 10 days’ advance written notice to the other
      parties. Notices should be provided in accordance with this Section at the
      following addresses:

     

    If
      to Mr.
      Allen or CII, to such Person at:

    


    c/o
      Vulcan Inc.

    505
      Fifth
      Avenue S, Suite 900

    Seattle,
      Washington 98104

    Attention:
      Mr. Gregory P. Landis, Executive Vice President and General Counsel

    Telephone:
      (206) 342-2347

    Facsimile:
      (206) 342-3347

    


    with
      a
      copy (which shall not constitute notice) to:

    


    Mr.
      Allen
      D. Israel

    Foster
      Pepper & Shefelman PLLC

    1111
      Third Avenue, 34th Floor

    Seattle,
      Washington 98101

    Telephone:
      (206) 447-8911

    Facsimile:
      (206) 749-1957

    


    and
      with
      a copy (which shall not constitute notice) to:

    


    Mr.
      Nicholas P. Saggese

    Skadden,
      Arps, Slate, Meagher & Flom LLP

    300
      South
      Grand Avenue, 34th Floor

    Los
      Angeles, California 90071

    Telephone:
      (213) 687-5550

    Facsimile:
      (213) 687-5600

    


    If
      to the
      Company, CCV, CCHC, Charter Holdco or the Manager, to such Person
      at: 

    


    Charter
      Communications, Inc. 

    12405
      Powerscourt Drive

    St.
      Louis, Missouri 63131-3674

    Attention:
      General Counsel

    Telephone:
      (314) 543-2308

    Facsimile:
      (314) 965-8793

    


    with
      a
      copy (which shall not constitute notice) to:

    


    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

     

    Mr.
      Dennis Friedman

    Gibson,
      Dunn & Crutcher LLP

    200
      Park
      Avenue

    New
      York
      New York 10166

    Telephone:
      (212) 351-4000

    Facsimile:
      (212) 351-6201

    


    10.13 No
      Interest in Company Property; Waiver of Action for Partition.
      No
      Member has any interest in specific Property of the Company. 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.

     

    10.14 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.

     

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

     

    10.16 Investment
      Representation.
      Each
      Member hereby represents to, and agrees with, the other Members and the Company
      that such Member has acquired 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.

     

    10.17 Specific
      Enforcement; Attorney’s Fees.
      The
      Members agree that the remedy at law for damages upon violation of the terms
      of
      this Agreement would be inadequate because the Membership Interests and the
      business of the Company are unique. Therefore, the Members agree that the
      provisions of this Agreement may be specifically enforced by any court of
      competent jurisdiction, and each Member and its respective transferees agree
      to
      submit to the jurisdiction of the court where any such action for specific
      performance is brought. If any Member defaults in its performance of any of
      the
      terms and conditions of this Agreement and if, as a result of such default,
      a
      lawsuit seeking damages, specific performance, or any other remedy is filed
      by
      another Member, then, in that event, the prevailing party in such a lawsuit
      shall be entitled to obtain attorney's fees from the losing party in such amount
      as shall be determined by the court to be reasonable under the
      circumstances.

    



    
      
        
          


        

        
        

      

      
        -43-

        
          

        

      

      
        
        

        
        

      

    



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

     

    CCV
      Holdings, LLC

     

            By: s/
      Paul E. Martin

    Name: Paul
      E.
      Martin

    Title: Senior
      Vice President, Interim 

    Chief
      Financial Officer

     

    CCHC

     

    By: s/
      Paul
      E. Martin

    Name: Paul
      E.
      Martin

    Title: Senior
      Vice President, Interim 

    Chief
      Financial Officer

     

    Charter
      Investment, Inc.

     

    By: s/
      Gregory P. Landis

    Name: Gregory
      P. Landis

    
      	 	
              Title:

            	
              Executive
                Vice President and 

              General
                Counsel

            


    

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    CCI
      has
      executed this Agreement effective as of the date set forth above solely for
      purposes of confirming (i) its continuation as the Manager of the Company under
      and to the extent provided in Section 5.1
      of this
      Agreement, (ii) its consent to the amendment of the Existing LLC Agreement
      by
      this Agreement, and (iii) its consent to the provisions of Section 7.5
      hereof.

    Charter
      Communications, Inc.

     

    By: s/
      Paul
      E. Martin

    Name: Paul
      E.
      Martin

    Title: Senior
      Vice President, Interim 

    Chief
      Financial Officer

     

    Charter
      HoldCo has executed this Agreement effective as of the date set forth above
      solely for purposes of confirming its consent to the provisions of Section
      7.5
      hereof.

     

    Charter
      Communications Holding Company, LLC

     

    By: s/
      Paul
      E. Martin

    Name: Paul
      E.
      Martin

    Title: Senior
      Vice President, Interim 

    Chief
      Financial Officer

     

    Paul
      G.
      Allen has executed this Agreement effective as of the date set forth above
      solely for purposes of confirming his consent to the provisions of Section
      7.2
      hereof.

     

    s/
      Paul
      G. Allen

    Paul
      G.
      Allen

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


    SCHEDULE
      A

     

    Member;
      Number of Units; Initial Priority Capital

     

    


    

      
        	
                Member/Address

              	
                Class
                  A Preferred Units

              	
                Number
                  of

                Class
                  B Units

              
	
                Number
                  of 

                Units

              	
                Initial
                  Priority Capital

              
	
                CCV
                  Holdings, LLC

              	 	 	
                105,928,319

              
	
                CCHC

              	
                16,991,760
                  

              	
                $440,641,882

              	 
	
                Charter
                  Investment, Inc.

              	
                7,282,183

              	
                $188,846,524

              	 


      




    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


    SCHEDULE
      B

     

    Prior
      Capital Contributions

     

    
      	 	
              CCV
                Holdings, LLC

            	
              CCHC

            	
              Charter
                Investment, Inc.

            
	
              Capital
                Contributions, February 2000

            	
              $1,466,813,786

            	
              $440,641,884

            	
              $188,846,522

            
	
              Contribution
                of Avalon Systems, January 2001 

            	
              $527,182,978

            	 	 
	
              Contribution
                of Cable USA Systems, August 2001

            	
              $3,179,000

            	 	 
	
              Contribution
                of Cash, 2001

            	
              $110,324,891

            	 	 
	
              Contribution
                of Cash, 2002

            	
              $108,966,528

            	 	 
	
              Total

            	
              $2,216,467,183

            	
              $440,641,884

            	
              $188,846,522