S-4/A

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of May 30, 2014 by CC FIBERLINK, LLC, a Delaware limited liability company (the “Member”), as the member of Phone Transfers (TN), LLC, a Delaware limited liability company (the “Company”).

WHEREAS, Charter Communications, Inc. (the “Manager”) desires to form a limited liability company under the laws of the State of Delaware and desires to adopt this Limited Liability Company Agreement setting forth the agreement among the Members with respect to the management and operation of such limited liability company.

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

(a) Formation. Effective as of the date and time of filing of the Certificate of Formation in the office of the Secretary of State of the State of Delaware, the Company was formed as a limited liability company under the Delaware Limited Liability Company Act, 6 Del.C. § 18-101, et. seq., as amended from time to time (the “Act”). Except as expressly provided herein, the rights and obligations of the Members (as defined in Section 1(h)) in connection with the regulation and management of the Company shall be governed by the Act.

(b) Name. The name of the Company shall be Phone Transfers (TN), LLC. The business of the Company shall be conducted under such name or any other name or names that the Manager (as defined in Section 4(a)(i) hereof) shall determine from time to time.

(c) Registered Agent. The address of the registered office of the Company in the State of Delaware shall be c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name and address of the registered agent for service of process on the Company in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The registered office or registered agent of the Company may be changed from time to time by the Manager.

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

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

(f) Certificate of Formation. The execution of the Certificate of Formation and the filing thereof in the office of the Secretary of State of the State of Delaware are hereby ratified, confirmed and approved.

(g) Qualification; Registration. The Manager shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business and in which such qualification, formation or registration is required or desirable. The Manager, as an authorized person within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

(h) Voting. Each member of the Company (if there is only one member of the Company, the “Member”; or if there are more than one, the “Members”) shall have one vote in respect of any vote, approval, consent or ratification of any action (a “Vote”) for each Unit (as defined in Section 7) held by such Member. Any vote, approval, consent or ratification as to any matter under the Act or this Agreement by a Member may be evidenced by such Member’s execution of any document or agreement (including this Agreement or an amendment hereto) which would otherwise require as a precondition to its effectiveness such vote, approval, consent or ratification of the Members.

SECTION 2. Purposes. The Company was formed for the object and purpose of, and the nature of the business to be conducted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

SECTION 3. Powers. The Company shall have all powers necessary, appropriate or incidental to the accomplishment of its purposes and all other powers conferred upon a limited liability company pursuant to the Act.

i) The Members hereby elect Charter Communications, Inc., a Delaware corporation (“CCI”), or its successor-in-interest that acquires directly or indirectly substantially all of the assets or business of CCI, as the Company’s manager (the “Manager”). CCI shall be

the Manager until a simple majority of the Votes elects otherwise. No additional person may be elected as Manager without the approval of a simple majority of the Votes (for purposes of this Agreement, to the extent the context requires, the term “person” refers to both individuals and entities). Except as otherwise required by applicable law and as provided below with respect to the Manager’s board of directors (the “Board”), the powers of the Company shall at all times be exercised by or under the authority of, and the business, property and affairs of the Company shall be managed by, or under the direction of, the Manager. The Manager is a “manager” of the Company within the meaning of the Act. Any person appointed as Manager shall accept its appointment by execution of a consent to this Agreement.

ii) The Manager shall be authorized to elect, remove or replace directors and officers of the Company, who shall have such authority with respect to the management of the business and affairs of the Company as set forth herein or as otherwise specified by the Manager in the resolution or resolutions pursuant to which such directors or officers were elected.

iii) Except as otherwise required by this Agreement or 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 without the consent of any Member or other person.

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

v) The Manager’s duty of care in the discharge of its duties to the Company and the Members is limited to discharging its duties pursuant to this Agreement in good faith, with the care a director of a Delaware corporation would exercise under similar circumstances, in the manner it reasonably believes to be in the best interests of the Company and its Members.

vi) Except as required by the Act, no Manager shall be liable for the debts, liabilities and obligations of the Company, including without limitation any debts, liabilities and obligations under a judgment, decree or order of a court, solely by reason of being a manager of the Company.

(b) Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to:

(2) issue economic interests in the Company to any Person and admit such Person as a member;

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

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

(9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder;

(10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose;

(11) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940;

(12) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company;

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

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

(15) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or

(16) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager.

(a) Officers. The Company shall have such officers as may be necessary or desirable for the business of the Company. The officers may include a Chairman of the Board, a President, a Treasurer and a Secretary, and such other additional officers, including one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers as the Manager, the Board, the Chairman of the Board, or the President may from time to time elect. Any two or more offices may be held by the same individual. The initial officers are set forth on Exhibit A.

(b) Election and Term. The President, Treasurer and Secretary shall, and the Chairman of the Board may, be appointed by and shall hold office at the pleasure of the Manager or the Board. The Manager, the Board, or the President may each appoint such other officers and agents as such person shall deem desirable, who shall hold office at the pleasure of the Manager, the Board, or the President, and who shall have such authority and shall perform such duties as from time to time shall, subject to the provisions of Section 5(d) hereof, be prescribed by the Manager, the Board, or the President.

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

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

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

iii) Secretary. The Secretary shall give, or cause to be given, a notice as required of all meetings of the Members and of the Board. The Secretary shall keep or cause to be kept, at the principal executive office of the Company or such other place as the Board may direct, a book of minutes of all meetings and actions of directors and Members. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names of those present at Board meetings, the number of Votes present or represented at Members’ meetings, and the proceedings thereof. The Secretary shall perform such other duties as may be prescribed from time to time by the Manager or the Board and may be assisted in his or her duties by any Assistant Secretary who shall have the same powers of the Secretary in absence of the Secretary.

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

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

vi) Authority of Officers. The officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Manager or the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the officers taken in accordance with such powers shall bind the Company.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. The Members are not required to make any capital contribution to the Company; however, the Members may make capital contributions to the Company at any time in their sole discretion (for which its capital account balance shall be appropriately increased). Each Member shall have a capital account in the Company, the balance of which is to be determined in accordance with the principles of Treasury Regulation section 1.704-1(b)(2)(iv). The provisions of this Agreement, including this Section 6, are intended to benefit the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company. Notwithstanding anything to the contrary in this Agreement, the Members shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

(b) Admission of Members. Other persons may be admitted as Members from time to time pursuant to the provisions of this Agreement.

(c) Limited Liability. Except as required by the Act, no Member shall be liable for the debts, liabilities and obligations of the Company, including without limitation any debts, liabilities and obligations of the Company under a judgment, decree or order of a court, solely by reason of being a member of the Company.

(d) Competing Activities. Notwithstanding any duty otherwise existing at law or in equity, (i) neither a Member nor a Manager of the Company, or any of their respective affiliates, partners, members, shareholders, directors, managers, officers or employees, shall be expressly or impliedly restricted or prohibited solely by virtue of this Agreement or the relationships created hereby from engaging in other activities or business ventures of any kind or character whatsoever and (ii) except as otherwise agreed in writing or by written Company policy, each Member and Manager of the Company, and their respective affiliates, partners, members, shareholders, directors, managers, officers and employees, shall have the right to conduct, or to possess a direct or indirect ownership interest in, activities and business ventures of every type and description, including activities and business ventures in direct competition with the Company.

(e) Bankruptcy. Notwithstanding any other provision of this Agreement, the bankruptcy (as defined in the Act) of a Member shall not cause the Member to cease to be a member of the Company and, upon the occurrence of such an event, the Company shall continue without dissolution.

SECTION 7. Economic Interests. The Economic Interests held by each Member will be divided into and represented by Percentage Interests, and there will initially be one class of Percentage Interests. The holders of Percentage Interests will have the voting and economic rights set forth in this Agreement. References in this Agreement to “Percentage Interests” will include all Percentage Interests outstanding as of the relevant date and the Economic Interests for each Member (expressed as a percentage) shall be set forth on Exhibit B.

SECTION 8. Distributions. The Company may from time to time distribute to the Members such amounts in cash and other assets as shall be determined by the Members acting by simple majority of the Votes. Each such distribution (other than liquidating distributions) shall be divided among the Members in accordance with their respective Economic Interests. Liquidating distributions shall be made to the Members in accordance with their respective positive capital account balances as adjusted for the allocation of profits and losses as of the record date of any such distribution (“Adjusted Capital Account Balance”). Each Member shall be entitled to look solely to the assets of the Company for the return of such Member’s Adjusted 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 the Company’s profits reflected in such Member’s Adjusted Capital Account Balance, a Member shall have no recourse against the Company or any other Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Members on account of their interest in the Company if such distribution would violate the Act or any other applicable law.

SECTION 9. Allocations. The profits and losses of the Company shall be allocated to the Members in accordance with their Economic Interests.

(a) Dissolution. The Company shall be dissolved upon (i) the adoption of a plan of dissolution by the Members acting by unanimity of the Votes and the approval of the Manager or (ii) the occurrence of any other event required to cause the dissolution of the Company under the Act.

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

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

SECTION 11. Transfer. At such time as the Company has more than one Member, no Member shall transfer (whether by sale, assignment, gift, pledge, hypothecation, mortgage, exchange or otherwise) all or any part of his, her or its limited liability company interest in the Company to any other person without the prior written consent of each of the other Members; provided, however, that this Section 11 shall not restrict the ability of any Member to transfer (at any time) all or a portion of its limited liability company interest in the Company to another Member. Upon the transfer of a Member’s limited liability company interest, the Manager shall provide notice of such transfer to each of the other Members and shall amend Exhibit B hereto to reflect the transfer.

SECTION 12. Admission of Additional Members. The admission of additional or substitute Members to the Company shall be accomplished by the amendment of this Agreement, including Exhibit B, in accordance with the provisions of Section 15(b), pursuant to which amendment each additional or substitute Member shall agree to become bound by this Agreement.

SECTION 13. Tax Matters. As of the date of this Agreement, the Company is a disregarded entity for United States federal tax purposes. So long as the Company is a single-owner entity for federal income tax purposes, it is intended that for federal, state and local

income tax purposes the Company be disregarded as an entity separate from its owner for income tax purposes and its activities be treated as a division of such owner. In the event that the Company has two or more Members for federal income tax purposes, it is intended that (i) the Company shall be treated as a partnership for federal, state and local income tax purposes, and the Members shall not take any position or make any election, in a tax return or otherwise, inconsistent therewith and (ii) this Agreement will be amended to provide for appropriate book and tax allocations pursuant to subchapter K of the Internal Revenue Code of 1986, as amended.

(a) Exculpation. Neither the Members, the Manager, the directors of the Company, the officers of the Company, their respective affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any such Members, Manager, directors, officers, or affiliates and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Company (a “Specified Agent”) shall be liable, in damages or otherwise, to the Company or to any Member for, and neither the Company nor any Member shall take any action against such Members, Manager, directors, officers, affiliates or Specified Agent, in respect of any loss which arises out of any acts or omissions performed or omitted by such person pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such Member, Manager, director, officer, affiliate, or Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Company and within the scope of authority conferred on such person by this Agreement or approved by the Manager. Each Member shall look solely to the assets of the Company for return of such Member’s investment, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investment, each Member shall have no recourse against the Company, the other Members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Member or the Manager of any fiduciary duty, duty of care or duty of fair dealing to the Members that it may have hereunder or under applicable law.

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

(c) No Presumption. The termination of any claim, action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that any act or failure to act by a Member, a Manager, a director of the Company, any officer of the Company, their respective affiliates or any Specified Agent constituted bad faith, willful misconduct or fraud under this Agreement.

(d) Limitation on Indemnification. Any indemnification provided under this Section 14 shall be recoverable only out of the assets of the Company and not from the Members.

(e) Reliance on the Agreement. To the extent that, at law or in equity, a Member, Manager, director of the Company, officer of the Company or any Specified Agent has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member or other person bound by this Agreement, such Member, Manager, director, officer or any Specified Agent acting under this Agreement shall not be liable to the Company or to any Member or other person bound by this Agreement for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Member, Manager, director of the Company, officer of the Company or any Specified Agent otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Member, Manager, director or officer or any Specified Agent.

(a) Certificate of Limited Liability Company Interest. A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.

(b) Amendment. The terms and provisions set forth in this Agreement may be amended, and compliance with any term or provision set forth herein may be waived, only by a written instrument executed by each Member. No failure or delay on the part of any Member in exercising any right, power or privilege granted hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege granted hereunder.

(c) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Members and their respective successors and assigns.

(d) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to any conflicts of law principles that would require the application of the laws of any other jurisdiction.

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

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

(g) Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes and replaces any prior or contemporaneous understandings.

(h) Relationship between the Agreement and the Act. Regardless of whether any provision of this Agreement specifically refers to particular Default Rules (as defined below), (i) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly, and (ii) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly. For purposes of this Section 15(h), “Default Rule” shall mean a rule stated in the Act which applies except to the extent it may be negated or modified through the provisions of a limited liability company’s Limited Liability Company Agreement.

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


COMPANY
Phone Transfers (TN), LLC By: Charter Communications, Inc., its Manager

By:		/s/ Daniel J. Bollinger
		Daniel J. Bollinger
		Vice President, Associate General Counsel and Assistant Corporate Secretary

MEMBER
CC FIBERLINK, LLC By: Charter Communications, Inc., its Manager

By:		/s/ Daniel J. Bollinger
		Daniel J. Bollinger
		Vice President, Associate General Counsel and Assistant Corporate Secretary

MANAGER
Accepting its appointment as Manager CHARTER COMMUNICATIONS, INC.

By:		/s/ Daniel J. Bollinger
		Daniel J. Bollinger
		Vice President, Associate General Counsel and Assistant Corporate Secretary


Delaware	4841	43-1843260
Delaware	4841	20-1044453
Delaware	4841	86-1067239
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)



Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee^{(1), (2)(3)}
3.579% Senior Secured Notes due 2020	$2,000,000,000	100%	$2,000,000,000	$231,800
4.464% Senior Secured Notes due 2022	$3,000,000,000	100%	$3,000,000,000	$347,700
4.908% Senior Secured Notes due 2025	$4,500,000,000	100%	$4,500,000,000	$521,550
6.384% Senior Secured Notes due 2035	$2,000,000,000	100%	$2,000,000,000	$231,800
6.484% Senior Secured Notes due 2045	$3,500,000,000	100%	$3,500,000,000	$405,650
6.834% Senior Secured Notes due 2055	$500,000,000	100%	$500,000,000	$57,950
Guarantees of 3.579% Senior Secured Notes due 2020⁽⁴⁾	n/a	n/a	n/a	—
Guarantees of 4.464% Senior Secured Notes due 2022⁽⁴⁾	n/a	n/a	n/a	—
Guarantees of 4.908% Senior Secured Notes due 2025⁽⁴⁾	n/a	n/a	n/a	—
Guarantees of 6.384% Senior Secured Notes due 2035⁽⁴⁾	n/a	n/a	n/a	—
Guarantees of 6.484% Senior Secured Notes due 2045⁽⁴⁾	n/a	n/a	n/a	—
Guarantees of 6.834% Senior Secured Notes due 2055⁽⁴⁾	n/a	n/a	n/a	—
Total	$15,500,000,000	—	—	$1,796,450


Exact Name of Additional Registrant Guarantor as Specified in Its Charter	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number

AdCast North Carolina Cable Advertising, LLC	Delaware	06-1611033

Alabanza LLC	Delaware	26-0665775

America’s Job Exchange LLC	Delaware	14-1850188

American Cable Entertainment Company, LLC	Delaware	06-1504934

Athens Cablevision, LLC	Delaware	38-2725702

BHN Home Security Services, LLC	Delaware	26-2831653

BHN Spectrum Investments, LLC	Delaware	20-8141882

Bresnan Broadband Holdings, LLC	Delaware	13-4119839

Bresnan Broadband of Colorado, LLC	Colorado	35-2403834

Bresnan Broadband of Montana, LLC	Montana	32-0334681

Bresnan Broadband of Utah, LLC	Utah	30-0667318

Bresnan Broadband of Wyoming, LLC	Wyoming	61-1642737

Bresnan Communications, LLC	Delaware	90-0664229

Bresnan Digital Services, LLC	Delaware	38-3833973

Bresnan Microwave of Montana, LLC	Delaware	36-4691716

Bright House Networks Information Services (Alabama), LLC	Delaware	20-1544201

Bright House Networks Information Services (California), LLC	Delaware	20-1544390

Bright House Networks Information Services (Florida), LLC	Delaware	59-3758339

Bright House Networks Information Services (Indiana), LLC	Delaware	20-1544486

Bright House Networks Information Services (Michigan), LLC	Delaware	20-1544302

Bright House Networks, LLC	Delaware	02-0636401

Cable Equities Colorado, LLC	Delaware	84-1000716

Cable Equities of Colorado Management LLC	Delaware	84-1004751

CC 10, LLC	Delaware	11-3546155

CC Fiberlink, LLC	Delaware	43-1928509

CC Michigan, LLC	Delaware	13-4029981

CC Systems, LLC	Delaware	43-1925731

CC V Holdings, LLC	Delaware	13-4029965

CC VI Fiberlink, LLC	Delaware	20-0310684


Exact Name of Additional Registrant Guarantor as Specified in Its Charter	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number

CC VI Operating Company, LLC	Delaware	43-1864760

CC VII Fiberlink, LLC	Delaware	20-0310704

CC VIII Fiberlink, LLC	Delaware	20-0310844

CC VIII Holdings, LLC	Delaware	38-2558446

CC VIII Operating, LLC	Delaware	38-2558446

CC VIII, LLC	Delaware	13-4081498

CCO Fiberlink, LLC	Delaware	20-0310854

CCO Holdco Transfers VII, LLC	Delaware	47-0970548

CCO LP, LLC	Delaware	47-0981326

CCO NR Holdings, LLC	Delaware	86-1067241

CCO Purchasing, LLC	Delaware	43-1864759

CCO SoCal I, LLC	Delaware	80-0732570

CCO SoCal II, LLC	Delaware	90-0732400

CCO SoCal Vehicles, LLC	Delaware	45-2868853

CCO Transfers, LLC	Delaware	47-0970631

Charter Advanced Services (AL), LLC	Delaware	32-0400319

Charter Advanced Services (CA), LLC	Delaware	80-0890397

Charter Advanced Services (CO), LLC	Delaware	32-0415082

Charter Advanced Services (CT), LLC	Delaware	80-0890773

Charter Advanced Services (GA), LLC	Delaware	38-3897585

Charter Advanced Services (IL), LLC	Delaware	46-1988793

Charter Advanced Services (IN), LLC	Delaware	47-1023144

Charter Advanced Services (KY), LLC	Delaware	47-1034561

Charter Advanced Services (LA), LLC	Delaware	90-0932382

Charter Advanced Services (MA), LLC	Delaware	30-0762559

Charter Advanced Services (MD), LLC	Delaware	81-1622833

Charter Advanced Services (MI), LLC	Delaware	38-3897532

Charter Advanced Services (MN), LLC	Delaware	32-0400643

Charter Advanced Services (MO), LLC	Delaware	32-0400433

Charter Advanced Services (MS), LLC	Delaware	61-1722677

Charter Advanced Services (MT), LLC	Delaware	32-0414720

Charter Advanced Services (NC), LLC	Delaware	80-0891281

Charter Advanced Services (NE), LLC	Delaware	90-0932594

Charter Advanced Services (NH), LLC	Delaware	30-0763042


Exact Name of Additional Registrant Guarantor as Specified in Its Charter	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number

Charter Advanced Services (NV), LLC	Delaware	30-0762819

Charter Advanced Services (NY), LLC	Delaware	36-4752850

Charter Advanced Services (OH), LLC	Delaware	47-1022897

Charter Advanced Services (OR), LLC	Delaware	61-1704031

Charter Advanced Services (PA), LLC	Delaware	47-1022857

Charter Advanced Services (SC), LLC	Delaware	46-1943109

Charter Advanced Services (TN), LLC	Delaware	80-0890880

Charter Advanced Services (TX), LLC	Delaware	46-1943601

Charter Advanced Services (UT), LLC	Delaware	46-3166882

Charter Advanced Services (VA), LLC	Delaware	90-0933316

Charter Advanced Services (VT), LLC	Delaware	90-0932933

Charter Advanced Services (WA), LLC	Delaware	80-0891340

Charter Advanced Services (WI), LLC	Delaware	46-1943751

Charter Advanced Services (WV), LLC	Delaware	47-1034638

Charter Advanced Services (WY), LLC	Delaware	38-3911344

Charter Advanced Services VIII (MI), LLC	Delaware	35-2466192

Charter Advanced Services VIII (MN), LLC	Delaware	90-0932548

Charter Advanced Services VIII (WI), LLC	Delaware	46-1943928

Charter Advertising of Saint Louis, LLC	Delaware	43-1475682

Charter Cable Operating Company, LLC	Delaware	75-2775557

Charter Cable Partners, LLC	Delaware	75-2775562

Charter Communications Entertainment I, LLC	Delaware	43-1720016

Charter Communications Entertainment II, LLC	Delaware	43-1720017

Charter Communications Entertainment, LLC	Delaware	43-1723475

Charter Communications of California, LLC	Delaware	47-0989093

Charter Communications Properties LLC	Delaware	43-1792671

Charter Communications Ventures, LLC	Delaware	43-1901566

Charter Communications VI, L.L.C.	Delaware	43-1854208

Charter Communications VII, LLC	Delaware	43-1867193

Charter Communications, LLC	Delaware	43-1659860

Charter Distribution, LLC	Delaware	74-3089287

Charter Fiberlink – Alabama, LLC	Delaware	20-0193389

Charter Fiberlink – Georgia, LLC	Delaware	20-0193674

Charter Fiberlink - Illinois, LLC	Delaware	43-1943035


CHARTER COMMUNICATIONS OPERATING, LLC
Registrant

By:		/s/ Kevin D. Howard
		Kevin D. Howard
		Senior Vice President—Finance, Controller and Chief Accounting Officer

CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.,
Registrant

By:		/s/ Kevin D. Howard
		Kevin D. Howard
		Senior Vice President—Finance, Controller and Chief Accounting Officer

CCO HOLDINGS, LLC
Registrant

By:		/s/ Kevin D. Howard
		Kevin D. Howard
		Senior Vice President—Finance, Controller and Chief Accounting Officer

EACH OF THE ADDITIONAL REGISTRANT GUARANTORS NAMED ON THE TABLE OF ADDITIONAL REGISTRANT GUARANTORS

By:		/s/ Kevin D. Howard
		Kevin D. Howard
		Senior Vice President—Finance, Controller and Chief Accounting Officer


Signature	Title	Date

* Thomas M. Rutledge	President and Chief Executive Officer (Principal Executive Officer)	October 7, 2016

* Christopher L. Winfrey	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	October 7, 2016

/s/ Kevin D. Howard Kevin D. Howard	Senior Vice President—Finance, Controller and Chief Accounting Officer (Controller/Principal Accounting Officer)	October 7, 2016


Exhibit		Description

2.1*		Agreement and Plan of Mergers, dated as of May 23, 2015, among Time Warner Cable Inc. (“TWC”), Charter Communications, Inc. (“Legacy Charter”), CCH I, LLC (now known as Charter Communications, Inc. “Charter”), and certain other parties thereto (incorporated herein by reference to Exhibit 2.1 to Charter’s Registration Statement on Form S-4 dated and filed with the SEC on June 25, 2015 (File No. 333-205240) (the “Merger Form S-4”))

2.2*		Contribution Agreement, dated as of March 31, 2015, as amended on May 23, 2015, by and among Legacy Charter, Charter, Advance/Newhouse Partnership (“A/N”) and certain other parties thereto (incorporated herein by reference to Exhibit 2.2 to the Merger Form S-4)

3.1**		Certificate of Formation of Charter Communications Operating, LLC

3.2**		Second Amended and Restated Limited Liability Company Agreement of Charter Communications Operating, LLC

3.3**		Amended and Restated Certificate of Incorporation of Charter Communications Operating Capital Corp.

3.4**		Bylaws of Charter Communications Operating Capital Corp.

3.5**		Certificate of Formation of CCO Holdings, LLC, as amended

3.6**		Second Amended and Restated Limited Liability Company Agreement of CCO Holdings, LLC

3.7**		Certificate of Formation of American Cable Entertainment Company, LLC

3.8**		Limited Liability Company Agreement of American Cable Entertainment Company, LLC, as amended and restated

3.9**		Certificate of Formation of Athens Cablevision, LLC

3.10**		Limited Liability Company Agreement of Athens Cablevision, LLC, as amended and restated

3.11**		Certificate of Formation of Bresnan Broadband Holdings, LLC

3.12**		Limited Liability Company Agreement of Bresnan Broadband Holdings, LLC, as amended and restated

3.13**		Certificate of Formation of Bresnan Broadband of Colorado, LLC

3.14**		Limited Liability Company Agreement of Bresnan Broadband of Colorado, LLC, as amended and restated

3.15**		Certificate of Formation of Bresnan Broadband of Montana, LLC

3.16**		Limited Liability Company Agreement of Bresnan Broadband of Montana, LLC, as amended and restated

3.17**		Articles of Organization of Bresnan Broadband of Utah, LLC

3.18**		Limited Liability Company Agreement of Bresnan Broadband of Utah, LLC, as amended and restated

3.19**		Articles of Organization of Bresnan Broadband of Wyoming, LLC

3.20**		Limited Liability Company Agreement of Bresnan Broadband of Wyoming, LLC, as amended and restated

3.21**		Certificate of Formation of Bresnan Communications, LLC

3.22**		Limited Liability Company Agreement of Bresnan Communications, LLC, as amended and restated

3.23**		Certificate of Formation of Bresnan Digital Services, LLC


Exhibit		Description

3.24**		Limited Liability Company Agreement of Bresnan Digital Services, LLC, as amended and restated

3.25**		Certificate of Formation of Bresnan Microwave of Montana, LLC

3.26**		Limited Liability Company Agreement of Bresnan Microwave of Montana, LLC, as amended and restated

3.27**		Certificate of Formation of Cable Equities Colorado, LLC

3.28**		Limited Liability Company Agreement of Cable Equities Colorado, LLC, as amended and restated

3.29**		Certificate of Formation of Cable Equities of Colorado Management LLC

3.30**		Limited Liability Company Agreement of Cable Equities of Colorado Management LLC, as amended and restated

3.31**		Certificate of Formation of CC 10, LLC

3.32**		Limited Liability Company Agreement of CC 10, LLC, as amended and restated

3.33**		Certificate of Formation of CC Fiberlink, LLC

3.34**		Limited Liability Company Agreement of CC Fiberlink, LLC, as amended and restated

3.35**		Certificate of Formation of CC Michigan, LLC

3.36**		Limited Liability Company Agreement of CC Michigan, LLC, as amended and restated

3.37**		Certificate of Formation of CC Systems, LLC

3.38**		Limited Liability Company Agreement of CC Systems, LLC, as amended and restated

3.39**		Certificate of Formation of CC V Holdings, LLC

3.40**		Limited Liability Company Agreement of CC V Holdings, LLC, as amended and restated

3.41**		Certificate of Formation of CC VI Fiberlink, LLC

3.42**		Limited Liability Company Agreement of CC VI Fiberlink, LLC, as amended and restated

3.43**		Certificate of Formation of CC VI Operating Company, LLC

3.44**		Limited Liability Company Agreement of CC VI Operating Company, LLC, as amended and restated

3.45**		Certificate of Formation of CC VII Fiberlink, LLC

3.46**		Limited Liability Company Agreement of CC VII Fiberlink, LLC, as amended and restated

3.47**		Certificate of Formation of CC VIII Fiberlink, LLC

3.48**		Limited Liability Company Agreement of CC VIII Fiberlink, LLC, as amended and restated

3.49**		Certificate of Formation of CC VIII Holdings, LLC

3.50**		Limited Liability Company Agreement of CC VIII Holdings, LLC, as amended and restated

3.51**		Certificate of Formation of CC VIII Operating, LLC

3.52**		Limited Liability Company Agreement of CC VIII Operating, LLC, as amended and restated

3.53**		Certificate of Formation of CC VIII, LLC

3.54**		Limited Liability Company Agreement of CC VIII, LLC, as amended and restated

3.55**		Certificate of Formation of CCO Fiberlink, LLC

3.56**		Limited Liability Company Agreement of CCO Fiberlink, LLC, as amended and restated


Exhibit		Description

3.57**		Certificate of Formation of CCO Holdco Transfers VII, LLC

3.58**		Limited Liability Company Agreement of CCO Holdco Transfers VII, LLC, as amended and restated

3.59**		Certificate of Formation of CCO LP, LLC

3.60**		Limited Liability Company Agreement of CCO LP, LLC, as amended and restated

3.61**		Certificate of Formation of CCO NR Holdings, LLC

3.62**		Limited Liability Company Agreement of CCO NR Holdings, LLC, as amended and restated

3.63**		Certificate of Formation of CCO Purchasing, LLC

3.64**		Limited Liability Company Agreement of CCO Purchasing, LLC, as amended and restated

3.65**		Certificate of Formation of CCO SoCal I, LLC

3.66**		Limited Liability Company Agreement of CCO SoCal I, LLC, as amended and restated

3.67**		Certificate of Formation of CCO SoCal II, LLC

3.68**		Limited Liability Company Agreement of CCO SoCal II, LLC, as amended and restated

3.69**		Certificate of Formation of CCO SoCal Vehicles, LLC

3.70**		Limited Liability Company Agreement of CCO SoCal Vehicles, LLC, as amended and restated

3.71**		Certificate of Formation of CCO Transfers, LLC

3.72**		Limited Liability Company Agreement of CCO Transfers, LLC, as amended and restated

3.73**		Certificate of Formation of Charter Advanced Services (AL), LLC

3.74**		Limited Liability Company Agreement of Charter Advanced Services (AL), LLC, as amended and restated

3.75**		Certificate of Formation of Charter Advanced Services (CA), LLC

3.76**		Limited Liability Company Agreement of Charter Advanced Services (CA), LLC, as amended and restated

3.77**		Certificate of Formation of Charter Advanced Services (CO), LLC

3.78**		Limited Liability Company Agreement of Charter Advanced Services (CO), LLC, as amended and restated

3.79**		Certificate of Formation of Charter Advanced Services (CT), LLC

3.80**		Limited Liability Company Agreement of Charter Advanced Services (CT), LLC, as amended and restated

3.81**		Certificate of Formation of Charter Advanced Services (GA), LLC

3.82**		Limited Liability Company Agreement of Charter Advanced Services (GA), LLC, as amended and restated

3.83**		Certificate of Formation of Charter Advanced Services (IL), LLC

3.84**		Limited Liability Company Agreement of Charter Advanced Services (IL), LLC, as amended and restated

3.85**		Certificate of Formation of Charter Advanced Services (IN), LLC


Exhibit		Description

3.86**		Limited Liability Company Agreement of Charter Advanced Services (IN), LLC, as amended and restated

3.87**		Certificate of Formation of Charter Advanced Services (KY), LLC

3.88**		Limited Liability Company Agreement of Charter Advanced Services (KY), LLC, as amended and restated

3.89**		Certificate of Formation of Charter Advanced Services (LA), LLC

3.90**		Limited Liability Company Agreement of Charter Advanced Services (LA), LLC, as amended and restated

3.91**		Certificate of Formation of Charter Advanced Services (MA), LLC

3.92**		Limited Liability Company Agreement of Charter Advanced Services (MA), LLC, as amended and restated

3.93**		Certificate of Formation of Charter Advanced Services (MD), LLC

3.94**		Limited Liability Company Agreement of Charter Advanced Services (MD), LLC, as amended and restated

3.95**		Certificate of Formation of Charter Advanced Services (MI), LLC

3.96**		Limited Liability Company Agreement of Charter Advanced Services (MI), LLC, as amended and restated

3.97**		Certificate of Formation of Charter Advanced Services (MN), LLC

3.98**		Limited Liability Company Agreement of Charter Advanced Services (MN), LLC, as amended and restated

3.99**		Certificate of Formation of Charter Advanced Services (MO), LLC

3.100**		Limited Liability Company Agreement of Charter Advanced Services (MO), LLC, as amended and restated

3.101**		Certificate of Formation of Charter Advanced Services (MS), LLC

3.102**		Limited Liability Company Agreement of Charter Advanced Services (MS), LLC, as amended and restated

3.103**		Certificate of Formation of Charter Advanced Services (MT), LLC

3.104**		Limited Liability Company Agreement of Charter Advanced Services (MT), LLC, as amended and restated

3.105**		Certificate of Formation of Charter Advanced Services (NC), LLC

3.106**		Limited Liability Company Agreement of Charter Advanced Services (NC), LLC, as amended and restated

3.107**		Certificate of Formation of Charter Advanced Services (NE), LLC

3.108**		Limited Liability Company Agreement of Charter Advanced Services (NE), LLC, as amended and restated

3.109**		Certificate of Formation of Charter Advanced Services (NH), LLC

3.110**		Limited Liability Company Agreement of Charter Advanced Services (NH), LLC, as amended and restated


Exhibit		Description

3.111**		Certificate of Formation of Charter Advanced Services (NV), LLC

3.112**		Limited Liability Company Agreement of Charter Advanced Services (NV), LLC, as amended and restated

3.113**		Certificate of Formation of Charter Advanced Services (NY), LLC

3.114**		Limited Liability Company Agreement of Charter Advanced Services (NY), LLC, as amended and restated

3.115**		Certificate of Formation of Charter Advanced Services (OH), LLC

3.116**		Limited Liability Company Agreement of Charter Advanced Services (OH), LLC, as amended and restated

3.117**		Certificate of Formation of Charter Advanced Services (OR), LLC

3.118**		Limited Liability Company Agreement of Charter Advanced Services (OR), LLC, as amended and restated

3.119**		Certificate of Formation of Charter Advanced Services (PA), LLC

3.120**		Limited Liability Company Agreement of Charter Advanced Services (PA), LLC, as amended and restated

3.121**		Certificate of Formation of Charter Advanced Services (SC), LLC

3.122**		Limited Liability Company Agreement of Charter Advanced Services (SC), LLC, as amended and restated

3.123**		Certificate of Formation of Charter Advanced Services (TN), LLC

3.124**		Limited Liability Company Agreement of Charter Advanced Services (TN), LLC, as amended and restated

3.125**		Certificate of Formation of Charter Advanced Services (TX), LLC

3.126**		Limited Liability Company Agreement of Charter Advanced Services (TX), LLC, as amended and restated

3.127**		Certificate of Formation of Charter Advanced Services (UT), LLC

3.128**		Limited Liability Company Agreement of Charter Advanced Services (UT), LLC, as amended and restated

3.129**		Certificate of Formation of Charter Advanced Services (VA), LLC

3.130**		Limited Liability Company Agreement of Charter Advanced Services (VA), LLC, as amended and restated

3.131**		Certificate of Formation of Charter Advanced Services (VT), LLC

3.132**		Limited Liability Company Agreement of Charter Advanced Services (VT), LLC, as amended and restated

3.133**		Certificate of Formation of Charter Advanced Services (WA), LLC

3.134**		Limited Liability Company Agreement of Charter Advanced Services (WA), LLC, as amended and restated

3.135**		Certificate of Formation of Charter Advanced Services (WI), LLC

3.136**		Limited Liability Company Agreement of Charter Advanced Services (WI), LLC, as amended and restated


Exhibit		Description

3.137**		Certificate of Formation of Charter Advanced Services (WV), LLC

3.138**		Limited Liability Company Agreement of Charter Advanced Services (WV), LLC, as amended and restated

3.139**		Certificate of Formation of Charter Advanced Services (WY), LLC

3.140**		Limited Liability Company Agreement of Charter Advanced Services (WY), LLC, as amended and restated

3.141**		Certificate of Formation of Charter Advanced Services VIII (MI), LLC

3.142**		Limited Liability Company Agreement of Charter Advanced Services VIII (MI), LLC, as amended and restated

3.143**		Certificate of Formation of Charter Advanced Services VIII (MN), LLC

3.144**		Limited Liability Company Agreement of Charter Advanced Services VIII (MN), LLC, as amended and restated

3.145**		Certificate of Formation of Charter Advanced Services VIII (WI), LLC

3.146**		Limited Liability Company Agreement of Charter Advanced Services VIII (WI), LLC, as amended and restated

3.147**		Certificate of Formation of Charter Advertising of Saint Louis, LLC

3.148**		Limited Liability Company Agreement of Charter Advertising of Saint Louis, LLC, as amended and restated

3.149**		Certificate of Formation of Charter Cable Operating Company, LLC

3.150**		Limited Liability Company Agreement of Charter Cable Operating Company, LLC, as amended and restated

3.151**		Certificate of Formation of Charter Cable Partners, LLC

3.152**		Limited Liability Company Agreement of Charter Cable Partners, LLC, as amended and restated

3.153**		Certificate of Formation of Charter Communications Entertainment I, LLC

3.154**		Limited Liability Company Agreement of Charter Communications Entertainment I, LLC, as amended and restated

3.155**		Certificate of Formation of Charter Communications Entertainment II, LLC

3.156**		Limited Liability Company Agreement of Charter Communications Entertainment II, LLC, as amended and restated

3.157**		Certificate of Formation of Charter Communications Entertainment, LLC

3.158**		Limited Liability Company Agreement of Charter Communications Entertainment, LLC, as amended and restated

3.159**		Certificate of Formation of Charter Communications of California, LLC

3.160**		Limited Liability Company Agreement of Charter Communications of California, LLC, as amended and restated

3.161**		Certificate of Formation of Charter Communications Properties LLC

3.162**		Limited Liability Company Agreement of Charter Communications Properties LLC, as amended and restated

3.163**		Certificate of Formation of Charter Communications Ventures, LLC


Exhibit		Description

3.164**		Limited Liability Company Agreement of Charter Communications Ventures, LLC, as amended and restated

3.165**		Certificate of Formation of Charter Communications VI, L.L.C.

3.166**		Limited Liability Company Agreement of Charter Communications VI, L.L.C., as amended and restated

3.167**		Certificate of Formation of Charter Communications VII, LLC

3.168**		Limited Liability Company Agreement of Charter Communications VII, LLC, as amended and restated

3.169**		Certificate of Formation of Charter Communications, LLC

3.170**		Limited Liability Company Agreement of Charter Communications, LLC, as amended and restated

3.171**		Certificate of Formation of Charter Distribution, LLC

3.172**		Limited Liability Company Agreement of Charter Distribution, LLC, as amended and restated

3.173**		Certificate of Formation of Charter Fiberlink – Alabama, LLC

3.174**		Limited Liability Company Agreement of Charter Fiberlink - Alabama, LLC, as amended and restated

3.175**		Certificate of Formation of Charter Fiberlink – Georgia, LLC

3.176**		Limited Liability Company Agreement of Charter Fiberlink – Georgia, LLC, as amended and restated

3.177**		Certificate of Formation of Charter Fiberlink - Illinois, LLC

3.178**		Limited Liability Company Agreement of Charter Fiberlink – Illinois, LLC, as amended and restated

3.179**		Certificate of Formation of Charter Fiberlink – Maryland II, LLC

3.180**		Limited Liability Company Agreement of Charter Fiberlink – Maryland II, LLC, as amended and restated

3.181**		Certificate of Formation of Charter Fiberlink – Michigan, LLC

3.182**		Limited Liability Company Agreement of Charter Fiberlink – Michigan, LLC, as amended and restated

3.183**		Certificate of Formation of Charter Fiberlink – Missouri, LLC

3.184**		Limited Liability Company Agreement of Charter Fiberlink – Missouri, LLC, as amended and restated

3.185**		Certificate of Formation of Charter Fiberlink – Nebraska, LLC

3.186**		Limited Liability Company Agreement of Charter Fiberlink – Nebraska, LLC, as amended and restated

3.187**		Certificate of Formation of Charter Fiberlink – Tennessee, LLC

3.188**		Limited Liability Company Agreement of Charter Fiberlink – Tennessee, LLC, as amended and restated

3.189**		Certificate of Formation of Charter Fiberlink AR-CCVII, LLC

3.190**		Limited Liability Company Agreement of Charter Fiberlink AR-CCVII, LLC, as amended and restated


Exhibit		Description

3.191**		Certificate of Formation of Charter Fiberlink CA-CCO, LLC

3.192**		Limited Liability Company Agreement of Charter Fiberlink CA-CCO, LLC, as amended and restated

3.193**		Certificate of Formation of Charter Fiberlink CC VIII, LLC

3.194**		Limited Liability Company Agreement of Charter Fiberlink CC VIII, LLC, as amended and restated

3.195**		Certificate of Formation of Charter Fiberlink CCO, LLC

3.196**		Limited Liability Company Agreement of Charter Fiberlink CCO, LLC, as amended and restated

3.197**		Certificate of Formation of Charter Fiberlink CT-CCO, LLC

3.198**		Limited Liability Company Agreement of Charter Fiberlink CT-CCO, LLC, as amended and restated

3.199**		Certificate of Formation of Charter Fiberlink LA-CCO, LLC

3.200**		Limited Liability Company Agreement of Charter Fiberlink LA-CCO, LLC, as amended and restated

3.201**		Certificate of Formation of Charter Fiberlink MA-CCO, LLC

3.202**		Limited Liability Company Agreement of Charter Fiberlink MA-CCO, LLC, as amended and restated

3.203**		Certificate of Formation of Charter Fiberlink MS-CCVI, LLC

3.204**		Limited Liability Company Agreement of Charter Fiberlink MS-CCVI, LLC, as amended and restated

3.205**		Certificate of Formation of Charter Fiberlink NC-CCO, LLC

3.206**		Limited Liability Company Agreement of Charter Fiberlink NC-CCO, LLC, as amended and restated

3.207**		Certificate of Formation of Charter Fiberlink NH-CCO, LLC

3.208**		Limited Liability Company Agreement of Charter Fiberlink NH-CCO, LLC, as amended and restated

3.209**		Certificate of Formation of Charter Fiberlink NV-CCVII, LLC

3.210**		Limited Liability Company Agreement of Charter Fiberlink NV-CCVII, LLC, as amended and restated

3.211**		Certificate of Formation of Charter Fiberlink NY-CCO, LLC

3.212**		Limited Liability Company Agreement of Charter Fiberlink NY-CCO, LLC, as amended and restated

3.213**		Certificate of Formation of Charter Fiberlink OH-CCO, LLC

3.214**		Limited Liability Company Agreement of Charter Fiberlink OH-CCO, LLC, as amended and restated

3.215**		Certificate of Formation of Charter Fiberlink OR-CCVII, LLC

3.216**		Limited Liability Company Agreement of Charter Fiberlink OR-CCVII, LLC, as amended and restated

3.217**		Certificate of Formation of Charter Fiberlink – Pennsylvania, LLC

3.218**		Limited Liability Company Agreement of Charter Fiberlink- Pennsylvania, LLC, as amended and restated

3.219**		Certificate of Formation of Charter Fiberlink SC-CCO, LLC

3.220**		Limited Liability Company Agreement of Charter Fiberlink SC-CCO, LLC, as amended and restated

3.221**		Certificate of Formation of Charter Fiberlink TX-CCO, LLC


Exact Name of Additional Registrant Guarantor as Specified in Its Charter	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number

Falcon Cable Communications, LLC	Delaware	52-2095705

Falcon Cable Media, a California Limited Partnership	California	95-4455189

Falcon Cable Systems Company II, L.P.	California	95-4582801

Falcon Cablevision, a California Limited Partnership	California	95-4455183

Falcon Community Cable, L.P.	Delaware	95-4455187

Falcon Community Ventures I Limited Partnership	California	95-4455185

Falcon First Cable of the Southeast, LLC	Delaware	95-4258089

Falcon First, LLC	Delaware	95-4258093

Falcon Telecable, a California Limited Partnership	California	95-4455179

Falcon Video Communications, L.P.	Delaware	95-4375518

Helicon Partners I, L.P.	Delaware	22-3337392

Hometown T.V., LLC	Delaware	14-1749551

HPI Acquisition Co. LLC	Delaware	22-3441341

ICI Holdings, LLC	Delaware	13-4074206

Insight Blocker LLC	Delaware	81-2564976

Insight Capital LLC	Delaware	13-4079679

Insight Communications Company, L.P.	Delaware	13-3290944

Insight Communications Midwest, LLC	Delaware	13-4013377

Insight Communications of Central Ohio, LLC	Delaware	13-4017803


Exhibit		Description

3.222**		Limited Liability Company Agreement of Charter Fiberlink TX-CCO, LLC, as amended and restated

3.223**		Certificate of Formation of Charter Fiberlink VA-CCO, LLC

3.224**		Limited Liability Company Agreement of Charter Fiberlink VA-CCO, LLC, as amended and restated

3.225**		Certificate of Formation of Charter Fiberlink VT-CCO, LLC

3.226**		Limited Liability Company Agreement of Charter Fiberlink VT-CCO, LLC, as amended and restated

3.227**		Certificate of Formation of Charter Fiberlink WA-CCVII, LLC

3.228**		Limited Liability Company Agreement of Charter Fiberlink WA-CCVII, LLC, as amended and restated

3.229**		Certificate of Formation of Charter Helicon, LLC

3.230**		Limited Liability Company Agreement of Charter Helicon, LLC, as amended and restated

3.231**		Certificate of Formation of Charter Home Security, LLC

3.232**		Limited Liability Company Agreement of Charter Home Security, LLC, as amended and restated

3.233**		Certificate of Formation of Charter Leasing Holding Company, LLC

3.234**		Limited Liability Company Agreement of Charter Leasing Holding Company, LLC, as amended and restated

3.235**		Certificate of Formation of Charter Leasing of Wisconsin, LLC

3.236**		Limited Liability Company Agreement of Charter Leasing of Wisconsin, LLC, as amended and restated

3.237**		Certificate of Formation of Charter RMG, LLC

3.238**		Limited Liability Company Agreement of Charter RMG, LLC, as amended and restated

3.239**		Certificate of Formation of Charter Stores FCN, LLC

3.240**		Limited Liability Company Agreement of Charter Stores FCN, LLC, as amended and restated

3.241**		Certificate of Formation of Charter Video Electronics, LLC

3.242**		Limited Liability Company Agreement of Charter Video Electronics, LLC, as amended and restated

3.243**		Certificate of Formation of Falcon Cable Communications, LLC

3.244**		Limited Liability Company Agreement of Falcon Cable Communications, LLC, as amended and restated

3.245**		Certificate of Limited Partnership of Falcon Cable Media, a California Limited Partnership

3.246**		Limited Partnership Agreement of Falcon Cable Media, a California Limited Partnership, as amended and restated

3.247**		Certificate of Limited Partnership of Falcon Cable Systems Company II, L.P.

3.248**		Limited Partnership Agreement of Falcon Cable Systems Company II, L.P., as amended and restated

3.249**		Certificate of Limited Partnership of Falcon Cablevision, a California Limited Partnership

3.250**		Limited Partnership Agreement of Falcon Cablevision, a California Limited Partnership, as amended and restated


Exhibit		Description

3.251		Certificate of Limited Partnership of Falcon Community Cable, L.P.

3.252		Limited Partnership Agreement of Falcon Community Cable, L.P., as amended and restated

3.253		Certificate of Limited Partnership of Falcon Community Ventures I Limited Partnership

3.254		Limited Partnership Agreement of Falcon Community Ventures I Limited Partnership, as amended and restated

3.255		Certificate of Formation of Falcon First Cable of the Southeast, LLC

3.256		Limited Liability Company Agreement of Falcon First Cable of the Southeast, LLC, as amended and restated

3.257		Certificate of Formation of Falcon First, LLC

3.258		Limited Liability Company Agreement of Falcon First, LLC, as amended and restated

3.259		Certificate of Limited Partnership of Falcon Telecable, a California Limited Partnership

3.260		Limited Partnership Agreement of Falcon Telecable, a California Limited Partnership, as amended and restated

3.261		Certificate of Limited Partnership of Falcon Video Communications, L.P.

3.262		Limited Partnership Agreement of Falcon Video Communications, L.P., as amended and restated

3.263		Certificate of Limited Partnership of Helicon Partners I, L.P.

3.264		Limited Partnership Agreement of Helicon Partners I, L.P., as amended and restated

3.265		Certificate of Formation of Hometown T.V., LLC

3.266		Limited Liability Company Agreement of Hometown T.V., LLC, as amended and restated

3.267		Certificate of Formation of HPI Acquisition Co. LLC

3.268		Limited Liability Company Agreement of HPI Acquisition Co. LLC, as amended and restated

3.269		Certificate of Formation of Interlink Communications Partners, LLC

3.270		Limited Liability Company Agreement of Interlink Communications Partners, LLC, as amended and restated

3.271		Certificate of Formation of Long Beach, LLC

3.272		Limited Liability Company Agreement of Long Beach, LLC, as amended and restated

3.273		Certificate of Formation of Marcus Cable Associates, L.L.C.

3.274		Limited Liability Company Agreement of Marcus Cable Associates, L.L.C., as amended and restated

3.275		Certificate of Formation of Marcus Cable of Alabama, L.L.C.

3.276		Limited Liability Company Agreement of Marcus Cable of Alabama, L.L.C., as amended and restated

3.277		Certificate of Formation of Marcus Cable, LLC

3.278		Limited Liability Company Agreement of Marcus Cable, LLC, as amended and restated

3.279		Certificate of Formation of Midwest Cable Communications, LLC

3.280		Limited Liability Company Agreement of Midwest Cable Communications, LLC, as amended and restated

3.281		Certificate of Limited Partnership of Peachtree Cable TV, L.P.


Exhibit		Description

3.282		Limited Partnership Agreement of Peachtree Cable TV, L.P., as amended and restated

3.283		Certificate of Formation of Peachtree Cable TV, LLC

3.284		Limited Liability Company Agreement of Peachtree Cable TV, LLC, as amended and restated

3.285		Certificate of Formation of Phone Transfers (AL), LLC

3.286		Limited Liability Company Agreement of Phone Transfers (AL), LLC, as amended and restated

3.287		Certificate of Formation of Phone Transfers (CA), LLC

3.288		Limited Liability Company Agreement of Phone Transfers (CA), LLC, as amended and restated

3.289		Certificate of Formation of Phone Transfers (GA), LLC

3.290		Limited Liability Company Agreement of Phone Transfers (GA), LLC, as amended and restated

3.291		Certificate of Formation of Phone Transfers (NC), LLC

3.292		Limited Liability Company Agreement of Phone Transfers (NC), LLC, as amended and restated

3.293		Certificate of Formation of Phone Transfers (TN), LLC

3.294		Limited Liability Company Agreement of Phone Transfers (TN), LLC, as amended and restated

3.295		Certificate of Formation of Phone Transfers (VA), LLC

3.296		Limited Liability Company Agreement of Phone Transfers (VA), LLC, as amended and restated

3.297		Certificate of Formation of Renaissance Media LLC

3.298		Limited Liability Company Agreement of Renaissance Media LLC, as amended and restated

3.299		Certificate of Formation of Rifkin Acquisition Partners, LLC

3.300		Limited Liability Company Agreement of Rifkin Acquisition Partners, LLC, as amended and restated

3.301		Certificate of Formation of Robin Media Group, LLC

3.302		Limited Liability Company Agreement of Robin Media Group, LLC, as amended and restated

3.303		Certificate of Formation of Scottsboro TV Cable, LLC

3.304		Limited Liability Company Agreement of Scottsboro TV Cable, LLC, as amended and restated

3.305		Certificate of Limited Partnership of The Helicon Group, L.P.

3.306		Limited Partnership Agreement of The Helicon Group, L.P., as amended and restated

3.307		Certificate of Formation of Vista Broadband Communications, LLC

3.308		Limited Liability Company Agreement of Vista Broadband Communications, LLC, as amended and restated

3.309		Certificate of Formation of VOIP Transfers (AL), LLC

3.310		Limited Liability Company Agreement of VOIP Transfers (AL), LLC, as amended and restated

3.311		Certificate of Formation of VOIP Transfers (CA), LLC

3.312		Limited Liability Company Agreement of VOIP Transfers (CA) LLC, as amended and restated

3.313		Certificate of Formation of VOIP Transfers (GA), LLC

3.314		Limited Liability Company Agreement of VOIP Transfers (GA), LLC, as amended and restated

3.315		Certificate of Formation of VOIP Transfers (NC), LLC


Exhibit		Description

3.316		Limited Liability Company Agreement of VOIP Transfers (NC), LLC, as amended and restated

3.317		Certificate of Formation of VOIP Transfers (TN), LLC

3.318		Limited Liability Company Agreement of VOIP Transfers (TN), LLC, as amended and restated

3.319		Certificate of Formation of VOIP Transfers (VA), LLC

3.320		Limited Liability Company Agreement of VOIP Transfers (VA), LLC, as amended and restated

3.321		Certificate of Formation of AdCast North Carolina Cable Advertising, LLC

3.322		Limited Liability Company Agreement of AdCast North Carolina Cable Advertising, LLC, as amended and restated

3.323		Certificate of Formation of Alabanza LLC

3.324		Limited Liability Company Agreement of Alabanza LLC, as amended and restated

3.325		Certificate of Formation of America’s Job Exchange LLC

3.326		Limited Liability Company Agreement of America’s Job Exchange LLC, as amended and restated

3.327		Certificate of Formation of DukeNet Communications Holdings, LLC

3.328		Limited Liability Company Agreement of DukeNet Communications Holdings, LLC, as amended and restated

3.329		Certificate of Formation of DukeNet Communications, LLC

3.330		Limited Liability Company Agreement of DukeNet Communications, LLC, as amended and restated

3.331		Certificate of Formation of ICI Holdings, LLC

3.332		Limited Liability Company Agreement of ICI Holdings, LLC, as amended and restated

3.333		Certificate of Formation of Insight Blocker LLC

3.334		Limited Liability Company Agreement of Insight Blocker LLC, as amended and restated

3.335		Certificate of Formation of Insight Capital LLC

3.336		Limited Liability Company Agreement of Insight Capital LLC, as amended and restated

3.337		Certificate of Limited Partnership of Insight Communications Company, L.P.

3.338		Limited Partnership Agreement of Insight Communications Company, L.P., as amended and restated

3.339		Certificate of Formation of Insight Communications Midwest, LLC

3.340		Limited Liability Company Agreement of Insight Communications Midwest, LLC, as amended and restated

3.341		Certificate of Formation of Insight Communications of Central Ohio, LLC

3.342		Limited Liability Company Agreement of Insight Communications of Central Ohio, LLC, as amended and restated

3.343		Certificate of Limited Partnership of Insight Communications of Kentucky, L.P.

3.344		Limited Partnership Agreement of Insight Communications of Kentucky, L.P., as amended and restated

3.345		Certificate of Formation of Insight Interactive, LLC

3.346		Limited Liability Company Agreement of Insight Interactive, LLC, as amended and restated


Exhibit		Description

3.347		Certificate of Formation of Insight Kentucky Capital, LLC

3.348		Limited Liability Company Agreement of Insight Kentucky Capital, LLC, as amended and restated

3.349		Certificate of Limited Partnership of Insight Kentucky Partners I, L.P.

3.350		Limited Partnership Agreement of Insight Kentucky Partners I, L.P., as amended and restated

3.351		Certificate of Limited Partnership of Insight Kentucky Partners II, L.P.

3.352		Limited Partnership Agreement of Insight Kentucky Partners II, L.P., as amended and restated

3.353		Certificate of Formation of Insight Midwest Holdings, LLC

3.354		Limited Liability Company Agreement of Insight Midwest Holdings, LLC, as amended and restated

3.355		Certificate of Limited Partnership of Insight Midwest, L.P.

3.356		Limited Partnership Agreement of Insight Midwest, L.P., as amended and restated

3.357		Certificate of Formation of Insight Phone of Indiana, LLC

3.358		Limited Liability Company Agreement of Insight Phone of Indiana, LLC, as amended and restated

3.359		Certificate of Formation of Insight Phone of Kentucky, LLC

3.360		Limited Liability Company Agreement of Insight Phone of Kentucky, LLC, as amended and restated

3.361		Certificate of Formation of Insight Phone of Ohio, LLC

3.362		Limited Liability Company Agreement of Insight Phone of Ohio, LLC, as amended and restated

3.363		Certificate of Formation of Interactive Cable Services, LLC

3.364		Limited Liability Company Agreement of Interactive Cable Services, LLC, as amended and restated

3.365		Certificate of Formation of Intrepid Acquisition LLC

3.366		Limited Liability Company Agreement of Intrepid Acquisition LLC, as amended and restated

3.367		Certificate of Formation of NaviSite LLC

3.368		Limited Liability Company Agreement of NaviSite LLC, as amended and restated

3.369		Certificate of Formation of New Wisconsin Procurement LLC

3.370		Limited Liability Company Agreement of New Wisconsin Procurement LLC, as amended and restated

3.371		Certificate of Formation of Oceanic Time Warner Cable LLC

3.372		Limited Liability Company Agreement of Oceanic Time Warner Cable LLC, as amended and restated

3.373		Certificate of Formation of Parity Assets LLC

3.374		Limited Liability Company Agreement of Parity Assets LLC, as amended and restated

3.375		Certificate of Formation of Time Warner Cable Business LLC

3.376		Limited Liability Company Agreement of Time Warner Cable Business LLC, as amended and restated

3.377		Certificate of Formation of Time Warner Cable Enterprises LLC

3.378		Limited Liability Company Agreement of Time Warner Cable Enterprises LLC, as amended and restated

3.379		Certificate of Formation of Time Warner Cable Information Services (Alabama), LLC


Exhibit		Description

3.380		Limited Liability Company Agreement of Time Warner Cable Information Services (Alabama), LLC, as amended and restated

3.381		Certificate of Formation of Time Warner Cable Information Services (Arizona), LLC

3.382		Limited Liability Company Agreement of Time Warner Cable Information Services (Arizona), LLC, as amended and restated

3.383		Certificate of Formation of Time Warner Cable Information Services (California), LLC

3.384		Limited Liability Company Agreement of Time Warner Cable Information Services (California), LLC, as amended and restated

3.385		Certificate of Formation of Time Warner Cable Information Services (Colorado), LLC

3.386		Limited Liability Company Agreement of Time Warner Cable Information Services (Colorado), LLC, as amended and restated

3.387		Certificate of Formation of Time Warner Cable Information Services (Hawaii), LLC

3.388		Limited Liability Company Agreement of Time Warner Cable Information Services (Hawaii), LLC, as amended and restated

3.389		Certificate of Formation of Time Warner Cable Information Services (Idaho), LLC

3.390		Limited Liability Company Agreement of Time Warner Cable Information Services (Idaho), LLC, as amended and restated

3.391		Certificate of Formation of Time Warner Cable Information Services (Illinois), LLC

3.392		Limited Liability Company Agreement of Time Warner Cable Information Services (Illinois), LLC, as amended and restated

3.393		Certificate of Formation of Time Warner Cable Information Services (Indiana), LLC

3.394		Limited Liability Company Agreement of Time Warner Cable Information Services (Indiana), LLC, as amended and restated

3.395		Certificate of Formation of Time Warner Cable Information Services (Kansas), LLC

3.396		Limited Liability Company Agreement of Time Warner Cable Information Services (Kansas), LLC, as amended and restated

3.397		Certificate of Formation of Time Warner Cable Information Services (Kentucky), LLC

3.398		Limited Liability Company Agreement of Time Warner Cable Information Services (Kentucky), LLC, as amended and restated

3.399		Certificate of Formation of Time Warner Cable Information Services (Maine), LLC

3.400		Limited Liability Company Agreement of Time Warner Cable Information Services (Maine), LLC, as amended and restated

3.401		Certificate of Formation of Time Warner Cable Information Services (Massachusetts), LLC

3.402		Limited Liability Company Agreement of Time Warner Cable Information Services (Massachusetts), LLC, as amended and restated

3.403		Certificate of Formation of Time Warner Cable Information Services (Michigan), LLC

3.404		Limited Liability Company Agreement of Time Warner Cable Information Services (Michigan), LLC, as amended and restated

3.405		Certificate of Formation of Time Warner Cable Information Services (Missouri), LLC


Exhibit		Description

3.406		Limited Liability Company Agreement of Time Warner Cable Information Services (Missouri), LLC, as amended and restated

3.407		Certificate of Formation of Time Warner Cable Information Services (Nebraska), LLC

3.408		Limited Liability Company Agreement of Time Warner Cable Information Services (Nebraska), LLC, as amended and restated

3.409		Certificate of Formation of Time Warner Cable Information Services (New Hampshire), LLC

3.410		Limited Liability Company Agreement of Time Warner Cable Information Services (New Hampshire), LLC, as amended and restated

3.411		Certificate of Formation of Time Warner Cable Information Services (New Jersey), LLC

3.412		Limited Liability Company Agreement of Time Warner Cable Information Services (New Jersey), LLC, as amended and restated

3.413		Certificate of Formation of Time Warner Cable Information Services (New Mexico), LLC

3.414		Limited Liability Company Agreement of Time Warner Cable Information Services (New Mexico), LLC, as amended and restated

3.415		Certificate of Formation of Time Warner Cable Information Services (New York), LLC

3.416		Limited Liability Company Agreement of Time Warner Cable Information Services (New York), LLC, as amended and restated

3.417		Certificate of Formation of Time Warner Cable Information Services (North Carolina), LLC

3.418		Limited Liability Company Agreement of Time Warner Cable Information Services (North Carolina), LLC, as amended and restated

3.419		Certificate of Formation of Time Warner Cable Information Services (Ohio), LLC

3.420		Limited Liability Company Agreement of Time Warner Cable Information Services (Ohio), LLC, as amended and restated

3.421		Certificate of Formation of Time Warner Cable Information Services (Pennsylvania), LLC

3.422		Limited Liability Company Agreement of Time Warner Cable Information Services (Pennsylvania), LLC, as amended and restated

3.423		Certificate of Formation of Time Warner Cable Information Services (South Carolina), LLC

3.424		Limited Liability Company Agreement of Time Warner Cable Information Services (South Carolina), LLC, as amended and restated

3.425		Certificate of Formation of Time Warner Cable Information Services (Tennessee), LLC

3.426		Limited Liability Company Agreement of Time Warner Cable Information Services (Tennessee), LLC, as amended and restated

3.427		Certificate of Formation of Time Warner Cable Information Services (Texas), LLC

3.428		Limited Liability Company Agreement of Time Warner Cable Information Services (Texas), LLC, as amended and restated

3.429		Certificate of Formation of Time Warner Cable Information Services (Virginia), LLC

3.430		Limited Liability Company Agreement of Time Warner Cable Information Services (Virginia), LLC, as amended and restated

3.431		Certificate of Formation of Time Warner Cable Information Services (Washington), LLC


Exhibit		Description

3.432		Limited Liability Company Agreement of Time Warner Cable Information Services (Washington), LLC, as amended and restated

3.433		Certificate of Formation of Time Warner Cable Information Services (West Virginia), LLC

3.434		Limited Liability Company Agreement of Time Warner Cable Information Services (West Virginia), LLC, as amended and restated

3.435		Certificate of Formation of Time Warner Cable Information Services (Wisconsin), LLC

3.436		Limited Liability Company Agreement of Time Warner Cable Information Services (Wisconsin), LLC, as amended and restated

3.437		Certificate of Formation of Time Warner Cable International LLC

3.438		Limited Liability Company Agreement of Time Warner Cable International LLC, as amended and restated

3.439		Certificate of Formation of Time Warner Cable Internet Holdings III LLC

3.440		Limited Liability Company Agreement of Time Warner Cable Internet Holdings III LLC, as amended and restated

3.441		Certificate of Formation of Time Warner Cable Internet Holdings LLC

3.442		Limited Liability Company Agreement of Time Warner Cable Internet Holdings LLC, as amended and restated

3.443		Certificate of Formation of Time Warner Cable Internet LLC

3.444		Limited Liability Company Agreement of Time Warner Cable Internet LLC, as amended and restated

3.445		Certificate of Formation of Time Warner Cable Media LLC

3.446		Limited Liability Company Agreement of Time Warner Cable Media LLC, as amended and restated

3.447		Certificate of Formation of Time Warner Cable Midwest LLC

3.448		Limited Liability Company Agreement of Time Warner Cable Midwest LLC, as amended and restated

3.449		Certificate of Formation of Time Warner Cable New York City LLC

3.450		Limited Liability Company Agreement of Time Warner Cable New York City LLC, as amended and restated

3.451		Certificate of Formation of Time Warner Cable Northeast LLC

3.452		Limited Liability Company Agreement of Time Warner Cable Northeast LLC, as amended and restated

3.453		Certificate of Formation of Time Warner Cable Pacific West LLC

3.454		Limited Liability Company Agreement of Time Warner Cable Pacific West LLC, as amended and restated

3.455		Certificate of Formation of Time Warner Cable Services LLC

3.456		Limited Liability Company Agreement of Time Warner Cable Services LLC, as amended and restated

3.457		Certificate of Formation of Time Warner Cable Southeast LLC

3.458		Limited Liability Company Agreement of Time Warner Cable Southeast LLC, as amended and restated


Exhibit		Description

3.459		Certificate of Formation of Time Warner Cable Sports LLC

3.460		Limited Liability Company Agreement of Time Warner Cable Sports LLC, as amended and restated

3.461		Certificate of Formation of Time Warner Cable Texas LLC

3.462		Limited Liability Company Agreement of Time Warner Cable Texas LLC, as amended and restated

3.463		Certificate of Formation of TWC Administration LLC

3.464		Limited Liability Company Agreement of TWC Administration LLC, as amended and restated

3.465		Certificate of Formation of TWC Communications, LLC

3.466		Limited Liability Company Agreement of TWC Communications, LLC, as amended and restated

3.467		Certificate of Formation of TWC Digital Phone LLC

3.468		Limited Liability Company Agreement of TWC Digital Phone LLC, as amended and restated

3.469		Certificate of Formation of TWC Media Blocker LLC

3.470		Limited Liability Company Agreement of TWC Media Blocker LLC, as amended and restated

3.471		Certificate of Formation of Time Warner Cable, LLC

3.472		Limited Liability Company Agreement of Time Warner Cable, LLC, as amended and restated

3.473		Certificate of Formation of TWC News and Local Programming Holdco LLC

3.474		Limited Liability Company Agreement of TWC News and Local Programming Holdco LLC, as amended and restated

3.475		Certificate of Formation of TWC News and Local Programming LLC

3.476		Limited Liability Company Agreement of TWC News and Local Programming LLC, as amended and restated

3.477		Certificate of Formation of TWC Regional Sports Network I LLC

3.478		Limited Liability Company Agreement of TWC Regional Sports Network I LLC, as amended and restated

3.479		Certificate of Formation of TWC Security LLC

3.480		Limited Liability Company Agreement of TWC Security LLC, as amended and restated

3.481		Certificate of Formation of TWC SEE Holdco LLC

3.482		Limited Liability Company Agreement of TWC SEE Holdco LLC, as amended and restated

3.483		Certificate of Formation of TWC Wireless LLC

3.484		Limited Liability Company Agreement of TWC Wireless LLC, as amended and restated

3.485		Certificate of Formation of TWC/Charter Dallas Cable Advertising, LLC

3.486		Limited Liability Company Agreement of TWC/Charter Dallas Cable Advertising, LLC, as amended and restated

3.487		Certificate of Formation of TWC/Charter Green Bay Cable Advertising, LLC

3.488		Limited Liability Company Agreement of TWC/Charter Green Bay Cable Advertising, LLC, as amended and restated


Exhibit		Description

3.489		Certificate of Formation of TWC/Charter Los Angeles Cable Advertising, LLC

3.490		Limited Liability Company Agreement of TWC/Charter Los Angeles Cable Advertising, LLC, as amended and restated

3.491		Certificate of Formation of TWCIS Holdco LLC

3.492		Limited Liability Company Agreement of TWCIS Holdco LLC, as amended and restated

3.493		Certificate of Formation of Wisconsin Procurement Holdco LLC

3.494		Limited Liability Company Agreement of Wisconsin Procurement Holdco LLC, as amended and restated

3.495		Certificate of Formation of BHN Home Security Services, LLC

3.496		Limited Liability Company Agreement of BHN Home Security Services, LLC, as amended and restated

3.497		Certificate of Formation of BHN Spectrum Investments, LLC

3.498		Limited Liability Company Agreement of BHN Spectrum Investments, LLC, as amended and restated

3.499		Certificate of Formation of Bright House Networks, LLC

3.500		Limited Liability Company Agreement of Bright House Networks, LLC, as amended and restated

3.501		Certificate of Formation of Bright House Networks Information Services (Alabama), LLC

3.502		Limited Liability Company Agreement of Bright House Networks Information Services (Alabama), LLC, as amended and restated

3.503		Certificate of Formation of Bright House Networks Information Services (California), LLC

3.504		Limited Liability Company Agreement of Bright House Networks Information Services (California), LLC, as amended and restated

3.505		Certificate of Formation of Bright House Networks Information Services (Florida), LLC

3.506		Limited Liability Company Agreement of Bright House Networks Information Services (Florida), LLC, as amended and restated

3.507		Certificate of Formation of Bright House Networks Information Services (Indiana), LLC

3.508		Limited Liability Company Agreement of Bright House Networks Information Services (Indiana), LLC, as amended and restated

3.509		Certificate of Formation of Bright House Networks Information Services (Michigan), LLC

3.510		Limited Liability Company Agreement of Bright House Networks Information Services (Michigan), LLC, as amended and restated

4.1*		Indenture, dated as of July 23, 2015, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and CCO Safari II, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664))

4.2*		First Supplemental Indenture, dated as of July 23, 2015, relating to the the 3.579% Senior Secured Notes due 2020, 4.464% Senior Secured Notes due 2022, 4.908% Senior Secured Notes due 2025, 6.384% Senior Secured Notes due 2035, 6.484% Senior Secured Notes due 2045 and 6.834% Senior Secured Notes due 2055 (including forms of such notes as exhibits thereto), among CCO Safari II, LLC, as escrow issuer, CCH II, LLC, as limited guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664))


Exhibit		Description

4.3*		Second Supplemental Indenture, dated as of May 18, 2016, by and among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Safari II, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by CCO Holdings, LLC on May 24, 2016 (File No. 001-37789))

4.4*		Indenture, dated as of May 10, 2011, by and among CCO Holdings, LLC, and CCO Holdings Capital Corp., as Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K of Charter Communications, Inc. filed on May 13, 2011 (File No. 001-33664))

4.5*		Third Supplemental Indenture, dated as of January 26, 2012, relating to the 6.625% Senior Notes due 2022 (including the form of such note as an exhibit thereto) by and among CCO Holdings, LLC, and CCO Holdings Capital Corp., as Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K of Charter Communications, Inc. filed on February 1, 2012 (File No. 001-33664))

4.6*		Fourth Supplemental Indenture, dated August 22, 2012, relating to the 5.25% Senior Notes due 2022 (including the form of such note as an exhibit thereto) by and among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on November 6, 2012 (File No. 001-33664))

4.7*		Fifth Supplemental Indenture, dated December 17, 2012, relating to the 5.125% Senior Notes due 2023 (including the form of such note as an exhibit thereto) by and among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.9 to the annual report on Form 10-K of Charter Communications, Inc. filed February 22, 2013 (File No. 001-33664))

4.8*		Sixth Supplemental Indenture, dated as of March 14, 2013, relating to the 5.25% Senior Notes due 2021 (including the form of such note as an exhibit thereto), by and among CCO Holdings, LLC, and CCO Holdings Capital Corp., as Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed March 15, 2013 (File No. 001-33664))

4.9*		Seventh Supplemental Indenture, dated as of March 14, 2013, relating to the 5.75% senior notes due 2023 (including the form of such note as an exhibit thereto), by and among CCO Holdings, LLC, and CCO Holdings Capital Corp., as Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed March 15, 2013 (File No. 001-33664))

4.10*		Eighth Supplemental Indenture, dated as of May 3, 2013, relating to the 5.75% senior notes due 2024 (including the form of such note as an exhibit thereto), by and among CCO Holdings, LLC and CCO Holdings Capital Corp., as Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 10.7 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on May 7, 2013 (File No. 001-33664))

4.11*		Indenture, dated as of November 5, 2014, by and among CCO Holdings, LLC, CCO Holdings Capital Corp. and CCOH Safari, LLC, as Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K of Charter Communications, Inc. filed on November 10, 2014 (File No. 001-33664)).


Exhibit		Description

4.12*		Third Supplemental Indenture, dated as of April 21, 2015, relating to the 5.125% Senior Notes due 2023 (including the form of such note as an exhibit thereto), among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by Charter Communications, Inc. on April 22, 2015 (File No. 001-33664))

4.13*		Fourth Supplemental Indenture, dated as of April 21, 2015, relating to the 5.375% Senior Notes due 2025 (including the form of such note as an exhibit thereto), among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed by Charter Communications, Inc. on April 22, 2015 (File No. 001-33664))

4.14*		Fifth Supplemental Indenture, dated as of April 21, 2015, relating to the 5.875% Senior Notes due 2027, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed by Charter Communications, Inc. on April 22, 2015 (File No. 001-33664))

4.15*		Sixth Supplemental Indenture, dated as of February 19, 2016, relating to the 5.875% Senior Notes due 2024, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by Charter Communications, Inc. on February 22, 2016 (File No. 001-33664))

4.16*		Seventh Supplemental Indenture, dated as of April 21, 2016, relating to the 5.50% Senior Notes due 2026, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to the current report on Form 8-K of Charter Communications, Inc. filed April 27, 2016)

4.17*		Indenture, dated as of November 20, 2015, among CCO Holdings, LLC, CCO Holdings Capital Corp. and CCOH Safari, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by Charter Communications, Inc. on November 25, 2015 (File No. 001-33664))

4.18*		First Supplemental Indenture, dated as of November 20, 2015, relating to the 5.75% Senior Notes due 2026 (including the form of such note as an exhibit thereto), between CCOH Safari, LLC, as escrow issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed by Charter Communications, Inc. on November 25, 2015 (File No. 001-33664))

4.19*		Second Supplemental Indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC, CCO Holdings Capital Corp., CCOH Safari, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.3 to the current report on Form 8-K filed by CCO Holdings, LLC on May 24, 2016 (File No. 001-37789))

4.20*		Third Supplemental Indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated herein by reference to Exhibit 4.2 to the current report on Form 8-K filed by CCO Holdings, LLC on May 24, 2016 (File No. 001-37789))

4.21*		Exchange and Registration Rights Agreement, dated July 23, 2015, relating to the 3.579% Senior Secured Notes due 2020, 4.464% Senior Secured Notes due 2022, 4.908% Senior Secured Notes due 2025, 6.384% Senior Secured Notes due 2035, 6.484% Senior Secured Notes due 2045 and 6.834% Senior Secured Notes due 2055, between CCO Safari II, LLC and Goldman, Sachs & Co., Credit


Exhibit		Description
		Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and UBS Securities LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664))

4.22*		Exchange and Registration Rights Agreement, dated as of April 21, 2015 relating to the 5.125% Senior Notes due 2023, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed by Charter Communications, Inc. on April 22, 2015 (File No. 001-33664))

4.23*		Exchange and Registration Rights Agreement, dated as of April 21, 2015, relating to the 5.375% Senior Notes due 2025, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed by Charter Communications, Inc. on April 22, 2015 (File No. 001-33664))

4.24*		Exchange and Registration Rights Agreement, dated as of April 21, 2015, relating to the 5.875% Senior Notes due 2027, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K filed by Charter Communications, Inc. on April 22, 2015 (File No. 001-33664))

4.25*		Exchange and Registration Rights Agreement, dated November 20, 2015 relating to the 5.750% Senior Notes due 2026, between CCOH Safari, LLC and Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Deutsche Bank Securities Inc., as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed by Charter Communications, Inc. on November 25, 2015 (File No. 001-33664))

4.26*		Exchange and Registration Rights Agreement, dated February 19, 2016, relating to the 5.875% Senior Notes due 2024, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed by Charter Communications, Inc. on February 22, 2016 (File No. 001-33664))

4.27*		Exchange and Registration Rights Agreement, dated April 21, 2016, relating to the 5.500% Senior Notes due 2026, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several Purchasers (as defined therein) (incorporated herein by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed April 27, 2016 (File No. 001-33664)


Exhibit		Description

4.28*		Joinder Agreement to Exchange and Registration Rights Agreement, dated as of May 18, 2016, by and among CCO Safari II, LLC, CCH II, LLC, Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC and the other guarantors party thereto (incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K filed by CCO Holdings, LLC on May 24, 2016 (File No. 001-37789))

4.29*		Joinder Agreement to Exchange and Registration Rights Agreement, dated as of May 18, 2016, by CCO Holdings, LLC and CCO Holdings Capital Corp (incorporated herein by reference to Exhibit 10.2 to the current report on Form 8-K filed by CCO Holdings, LLC on May 24, 2016 (File No. 001-37789))

4.30*		Indenture, dated as of April 30, 1992 (the “TWCE Indenture”), as amended by the First Supplemental Indenture, dated as of June 30, 1992, among Time Warner Entertainment Company, L.P. (“TWE”), Time Warner Companies, Inc. (“TWCI”), certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibits 10(g) and 10(h) to TWCI’s current report on Form 8-K dated June 26, 1992 and filed with the SEC on July 15, 1992 (File No. 001-8637))

4.31*		Second Supplemental Indenture to the TWCE Indenture, dated as of December 9, 1992, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.2 to Amendment No. 1 to TWE’s Registration Statement on Form S-4 dated and filed with the SEC on October 25, 1993 (Registration No. 33-67688) (the “TWE October 25, 1993 Registration Statement”))

4.32*		Third Supplemental Indenture to the TWCE Indenture, dated as of October 12, 1993, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.3 to the TWE October 25, 1993 Registration Statement)

4.33*		Fourth Supplemental Indenture to the TWCE Indenture, dated as of March 29, 1994, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.4 to TWE’s Annual Report on Form 10-K for the year ended December 31, 1993 and filed with the SEC on March 30, 1994 (File No. 001-12878))

4.34*		Fifth Supplemental Indenture to the TWCE Indenture, dated as of December 28, 1994, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.5 to TWE’s Annual Report on Form 10-K for the year ended December 31, 1994 and filed with the SEC on March 30, 1995 (File No. 001-12878))

4.35*		Sixth Supplemental Indenture to the TWCE Indenture, dated as of September 29, 1997, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.7 to Historic TW Inc.’s (“Historic TW”) Annual Report on Form 10-K for the year ended December 31, 1997 and filed with the SEC on March 25, 1998 (File No. 001-12259) (the “Time Warner 1997 Form 10-K”))

4.36*		Seventh Supplemental Indenture to the TWCE Indenture, dated as of December 29, 1997, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.8 to the Time Warner 1997 Form 10-K)

4.37*		Eighth Supplemental Indenture to the TWCE Indenture, dated as of December 9, 2003, among Historic TW, TWE, Warner Communications Inc. (“WCI”), American Television and Communications Corporation (“ATC”), TWC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.10 to Time Warner Inc.’s (“Time Warner”) Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 001-15062))

4.38*		Ninth Supplemental Indenture to the TWCE Indenture, dated as of November 1, 2004, among Historic TW, TWE, Time Warner NY Cable Inc., WCI, ATC, TWC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to Time Warner’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (File No. 001-15062))


Exhibit		Description

4.39*		Tenth Supplemental Indenture to the TWCE Indenture, dated as of October 18, 2006, among Historic TW, TWE, TW NY Cable Holding Inc. (“TW NY”), Time Warner NY Cable LLC (“TW NY Cable”), TWC, WCI, ATC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to Time Warner’s current report on Form 8-K dated and filed October 18, 2006 (File No. 001-15062))

4.40*		Eleventh Supplemental Indenture to the TWCE Indenture, dated as of November 2, 2006, among TWE, TW NY, TWC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 99.1 to Time Warner’s current report on Form 8-K dated and filed November 2, 2006 (File No. 001-15062))

4.41*		Twelfth Supplemental Indenture to the TWCE Indenture, dated as of September 30, 2012, among Time Warner Cable Enterprises LLC (“TWCE”), TWC, TW NY, Time Warner Cable Internet Holdings II LLC (“TWC Internet Holdings II”) and The Bank of New York Mellon, as trustee, supplementing the Indenture dated April 30, 1992, as amended (incorporated herein by reference to Exhibit 4.2 to TWC’s current report on Form 8-K dated September 30, 2012 and filed with the SEC on October 1, 2012 (File No. 1-33335) (the “TWC September 30, 2012 Form 8-K”))

4.42*		Thirteenth Supplemental Indenture to the TWCE Indenture, dated as of May 18, 2016, among TWCE, the guarantors party thereto and The Bank of New York Mellon (formerly known as the Bank of New York), as Trustee (incorporated herein by reference to Exhibit 4.4 to the current report on Form 8-K filed by CCO Holdings, LLC on May 24, 2016 (File No. 001-37789))

4.43*		Indenture, dated as of April 9, 2007 (the “TWC Indenture”), among TWC, TW NY, TWE and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated April 4, 2007 and filed with the SEC on April 9, 2007 (File No. 001-33335) (the “TWC April 4, 2007 Form 8-K”))

4.44*		First Supplemental Indenture to the TWC Indenture, dated as of April 9, 2007, among TWC, TW NY, TWE and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.2 to the TWC April 4, 2007 Form 8-K)

4.45*		Second Supplemental Indenture to the TWC Indenture, dated as of September 30, 2012, among TWC, TW NY, TWCE, TWC Internet Holdings II and The Bank of New York Mellon, as trustee, supplementing the Indenture dated April 9, 2007, as amended (incorporated herein by reference to Exhibit 4.1 to the TWC September 30, 2012 Form 8-K)

4.46*		Third Supplemental Indenture to the TWC Indenture, dated as of May 18, 2016, by and among TWC, TWC NewCo LLC and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Exhibit 4.5 to the current report on Form 8-K filed by CCO Holdings, LLC on May 24, 2016 (File No. 001-37789))

4.47*		Fourth Supplemental Indenture to the TWC Indenture, dated as of May 18, 2016, by and among TWC NewCo LLC, the guarantors party thereto and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Exhibit 4.6 to the current report on Form 8-K filed by CCO Holdings, LLC on May 24, 2016 (File No. 001-37789))

4.48*		Form of TWC 5.85% Exchange Notes due 2017 (included as Exhibit B to the First Supplemental Indenture incorporated herein by reference to Exhibit 4.2 to the TWC April 4, 2007 Form 8-K)

4.49*		Form of TWC 6.55% Exchange Debentures due 2037 (included as Exhibit C to the First Supplemental Indenture incorporated herein by reference to Exhibit 4.2 to the TWC April 4, 2007 Form 8-K)

4.50*		Form of TWC 6.75% Notes due 2018 (incorporated herein by reference to Exhibit 4.2 to TWC’s current report on Form 8-K dated June 16, 2008 and filed with the SEC on June 19, 2008 (File No. 001-33335) (the “TWC June 16, 2008 Form 8-K”))


Exhibit		Description

4.51*		Form of TWC 7.30% Debentures due 2038 (incorporated herein by reference to Exhibit 4.3 to the TWC June 16, 2008 Form 8-K)

4.52*		Form of TWC 8.75% Notes due 2019 (incorporated herein by reference to Exhibit 4.2 to TWC’s current report on Form 8-K dated November 13, 2008 and filed with the SEC on November 18, 2008) (File No. 001-33335)

4.53*		Form of TWC 8.25% Notes due 2019 (incorporated herein by reference to Exhibit 4.2 to TWC’s current report on Form 8-K dated March 23, 2009 and filed with the SEC on March 26, 2009 (File No. 001-33335))

4.54*		Form of TWC 6.75% Debentures due 2039 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated June 24, 2009 and filed with the SEC on June 29, 2009 (File No. 1-33335))

4.55*		Form of TWC 3.5% Notes due 2015 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated December 8, 2009 and filed with the SEC on December 11, 2009 (File No. 001-33335 (the “TWC December 8,2009 Form 8-K”))

4.56*		Form of TWC 5.0% Notes due 2020 (incorporated herein by reference to Exhibit 4.2 to the TWC December 8, 2009 Form 8-K)

4.57*		Form of TWC 4.125% Notes due 2021 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated November 9, 2010 and filed with the SEC on November 15, 2010 (File No. 001-33335) (the “TWC November 9, 2010 Form 8-K”))

4.58*		Form of TWC 5.875% Debentures due 2040 (incorporated herein by reference to Exhibit 4.2 to the TWC November 9, 2010 Form 8-K)

4.59*		Form of TWC 5.75% Note due 2031 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated and filed with the SEC on May 26, 2011 (File No. 001-33335))

4.60*		Form of TWC 4% Note due 2021 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated September 7, 2011 and filed with the SEC on September 12, 2011 (File No. 001-33335) (the “TWC September 7, 2011 Form 8-K”))

4.61*		Form of TWC 5.5% Debenture due 2041 (incorporated herein by reference to Exhibit 4.2 to the TWC September 7, 2011 Form 8-K)

4.62*		Form of TWC 4.5% Debenture due 2042 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated August 7, 2012 and filed with the SEC on August 10, 2012 (File No. 001-33335))

4.63*		Form of TWC 5.25% Note due 2042 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated and filed with the SEC on June 27, 2012 (File No. 001-33335))

5.1**		Legal Opinion of Kirkland & Ellis LLP

10.1*		Operating Agreement of Charter Communications Holdings, LLC (“Charter Holdings”), dated as of May 18, 2016, by and among Charter Holdings, Charter, A/N and the other party or parties thereto (incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed May 19, 2016)

10.2*		Exchange Agreement, dated as of May 18, 2016, by and among Charter Holdings, Charter, A/N and the other party or parties thereto (incorporated herein by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed May 19, 2016)

10.3*		Registration Rights Agreement, dated as of May 18, 2016, by and among Charter, A/N and Liberty Broadband Corporation (incorporated herein by reference to Exhibit 10.3 to the current report on Form 8-K of Charter Communications, Inc. filed May 19, 2016)


Exhibit		Description

10.4*		Tax Receivables Agreement, dated as of May 18, 2016, by and among Charter, A/N and the other party or parties thereto (incorporated herein by reference to Exhibit 10.4 to the current report on Form 8-K of Charter Communications, Inc. filed May 19, 2016)

10.5*		Amended and Restated Employment Agreement, dated as of May 17, 2016, between Charter and Thomas M. Rutledge (incorporated herein by reference to Exhibit 10.5 to the current report on Form 8-K of Charter Communications, Inc. filed May 19, 2016)

10.6*		Charter Amended and Restated 2009 Stock Incentive Plan, as amended through May 18, 2016 (incorporated herein by reference to Exhibit 10.6 to the current report on Form 8-K of Charter Communications, Inc. filed May 19, 2016)

10.7*		Incremental Activation Notice, dated as of May 18, 2016, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, the subsidiary guarantors party thereto, Bank of America, N.A., as administrative agent and the lenders party thereto (incorporated herein by reference to Exhibit 10.4 to the current report on Form 8-K filed by CCO Holdings, LLC on May 24, 2016)

10.8*		Restatement Agreement dated as of May 18, 2016, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, the subsidiary guarantors party thereto, Bank of America, N.A., as administrative agent and the lenders party thereto (incorporated herein by reference to Exhibit 10.5 to the current report on Form 8-K filed by CCO Holdings, LLC on May 24, 2016)

10.9*		Collateral Agreement, dated as of May 18, 2016, by Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and the other grantors party thereto in favor of The Bank of New York Mellon Trust Company, N.A., as collateral agent (incorporated herein by reference to Exhibit 10.6 to the current report on Form 8-K filed by CCO Holdings, LLC on May 24, 2016)

10.10*		First Lien Intercreditor Agreement, dated as of May 18, 2016, by and among Charter Communications Operating, LLC, the other grantors party thereto, Bank of America, N.A., as credit agreement collateral agent for the credit agreement secured parties, The Bank of New York Mellon Trust Company, N.A., as notes collateral agent for the indenture secured parties, and each additional agent from time to time party thereto (incorporated herein by reference to Exhibit 10.7 to the current report on Form 8-K filed by CCO Holdings, LLC on May 24, 2016)

10.11*		Time Warner Cable Inc. 2006 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.45 to TWC’s current report on Form 8-K dated February 13, 2007 and filed with the SEC on February 13, 2007)

10.12*		Time Warner Cable Inc. 2006 Stock Incentive Plan, as amended, effective March 12, 2009 (incorporated herein by reference to Exhibit 10.1 to TWC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009)

10.13*		Time Warner Cable Inc. 2011 Stock Incentive Plan (incorporated herein by reference to Annex A to TWC’s definitive Proxy Statement dated April 6, 2011 and filed with the SEC on April 6, 2011).

12.1**		Computation of Ratio of Earnings to Fixed Charges

23.1**		Consent of Kirkland & Ellis, LLP (included with Exhibit 5.1)

23.2**		Consent of KPMG LLP (St. Louis, MO) relating to the audit report on the financial statements of Charter Communications, Inc.

23.3**		Consent of Ernst & Young LLP (New York, NY) relating to the audit report on the financial statements of Time Warner Cable Inc.

23.4**		Consent of KPMG LLP (New York, NY) relating to the audit report on the financial statements of Bright House Networks, LLC


Exhibit		Description

24.1**		Powers of Attorney (included on the signature pages of this Form S-4 and incorporated by reference)

25.1**		Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. with respect to the indenture, dated as of July 23, 2015, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and CCO Safari II, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent

99.1**		Form of Letter of Instruction


FALCON COMMUNITY INVESTORS, L.P., a California limited partnership

By		FALCON HOLDING GROUP, INC.,
a California corporation, Its General Partner

By		/s/ Stanley S. Itskowitch
		STANLEY S. ITSKOWITCH Senior Vice President


				STATE OF DELAWARE
				SECRETARY OF STATE
				DIVISION OF CORPORATIONS
				FILED 09:00 AM 03/30/1993
				930915405 – 2202750