S-4

/s/ Victoria Salhus

June 20, 2013

Signature of /Manager

Victoria Salhus

Sr. Vice President & Secretary

0001193125-16-733576.txt : 20161007 0001193125-16-733576.hdr.sgml : 20161007 20161007125221 ACCESSION NUMBER: 0001193125-16-733576 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 379 FILED AS OF DATE: 20161007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Communications Operating LLC CENTRAL INDEX KEY: 0001291157 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024 FILM NUMBER: 161926803 BUSINESS ADDRESS: STREET 1: 12405 POWERSCOURT DR CITY: ST LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 314-965-0555 MAIL ADDRESS: STREET 1: 12405 POWERSCOURT DR CITY: ST LOUIS STATE: MO ZIP: 63131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CC VIII , LLC CENTRAL INDEX KEY: 0001686426 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-11 FILM NUMBER: 161926810 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICI Holdings, LLC CENTRAL INDEX KEY: 0001686800 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-15 FILM NUMBER: 161926814 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Communications Ventures, LLC CENTRAL INDEX KEY: 0001686645 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-18 FILM NUMBER: 161926817 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Communications Properties LLC CENTRAL INDEX KEY: 0001686822 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-28 FILM NUMBER: 161926827 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bresnan Communications, LLC CENTRAL INDEX KEY: 0001686403 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-37 FILM NUMBER: 161926836 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Insight Phone of Ohio, LLC CENTRAL INDEX KEY: 0001686455 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-46 FILM NUMBER: 161926845 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Adcast North Carolina Cable Advertising, LLC CENTRAL INDEX KEY: 0001686382 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-49 FILM NUMBER: 161926848 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink NH-CCO, LLC CENTRAL INDEX KEY: 0001686644 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-54 FILM NUMBER: 161926853 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bresnan Broadband of Colorado, LLC CENTRAL INDEX KEY: 0001686595 IRS NUMBER: 000000000 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-64 FILM NUMBER: 161926863 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Helicon, LLC CENTRAL INDEX KEY: 0001686832 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-72 FILM NUMBER: 161926871 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Leasing Holding Company, LLC CENTRAL INDEX KEY: 0001686826 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-74 FILM NUMBER: 161926873 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink SC-CCO, LLC CENTRAL INDEX KEY: 0001686671 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-86 FILM NUMBER: 161926885 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT INTERACTIVE, LLC CENTRAL INDEX KEY: 0001100944 IRS NUMBER: 522200721 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-98 FILM NUMBER: 161926897 BUSINESS ADDRESS: STREET 1: 126 EAST 56TH ST. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2027762636 MAIL ADDRESS: STREET 1: 126 EAST 56TH ST CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: INSIGHT INTERACTIVE DATE OF NAME CHANGE: 19991213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Video Electronics, LLC CENTRAL INDEX KEY: 0001686715 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-104 FILM NUMBER: 161926902 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT COMMUNICATIONS COMPANY L P CENTRAL INDEX KEY: 0000833611 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 133290944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-111 FILM NUMBER: 161926909 BUSINESS ADDRESS: STREET 1: 126 E 56TH ST CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123712266 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Falcon First, LLC CENTRAL INDEX KEY: 0001686949 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-113 FILM NUMBER: 161926911 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOIP Transfers (AL), LLC CENTRAL INDEX KEY: 0001686707 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-118 FILM NUMBER: 161926916 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CC Michigan, LLC CENTRAL INDEX KEY: 0001686601 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-121 FILM NUMBER: 161926919 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CC 10, LLC CENTRAL INDEX KEY: 0001686603 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-131 FILM NUMBER: 161926929 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CC Fiberlink, LLC CENTRAL INDEX KEY: 0001686602 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-132 FILM NUMBER: 161926930 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Alabama), LLC CENTRAL INDEX KEY: 0001686496 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-142 FILM NUMBER: 161926940 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Parity Assets LLC CENTRAL INDEX KEY: 0001686462 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-150 FILM NUMBER: 161926948 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Marcus Cable of Alabama, L.L.C. CENTRAL INDEX KEY: 0001686464 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-154 FILM NUMBER: 161926952 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (VA), LLC CENTRAL INDEX KEY: 0001686760 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-165 FILM NUMBER: 161926963 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (WY), LLC CENTRAL INDEX KEY: 0001686708 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-170 FILM NUMBER: 161926968 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (CT), LLC CENTRAL INDEX KEY: 0001686521 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-177 FILM NUMBER: 161926975 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (LA), LLC CENTRAL INDEX KEY: 0001686535 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-182 FILM NUMBER: 161926980 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWC News & Local Programming LLC CENTRAL INDEX KEY: 0001686779 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-192 FILM NUMBER: 161926990 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Maine), LLC CENTRAL INDEX KEY: 0001686540 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-202 FILM NUMBER: 161927000 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Athens Cablevision, LLC CENTRAL INDEX KEY: 0001686348 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-210 FILM NUMBER: 161927008 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (North Carolina), LLC CENTRAL INDEX KEY: 0001686586 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-224 FILM NUMBER: 161927022 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (NE), LLC CENTRAL INDEX KEY: 0001686541 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-234 FILM NUMBER: 161927032 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (NV), LLC CENTRAL INDEX KEY: 0001686638 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-236 FILM NUMBER: 161927034 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (OR), LLC CENTRAL INDEX KEY: 0001686701 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-239 FILM NUMBER: 161927037 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink CC VIII, LLC CENTRAL INDEX KEY: 0001686685 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-241 FILM NUMBER: 161927039 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAVISITE LLC CENTRAL INDEX KEY: 0001084750 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 522137343 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-245 FILM NUMBER: 161927043 BUSINESS ADDRESS: STREET 1: 400 MINUTEMAN RD CITY: ANDOVER STATE: MA ZIP: 01810 BUSINESS PHONE: 9786828300 MAIL ADDRESS: STREET 1: 100 BRICKHOUSE SQUARE 5TH FLOOR CITY: ANDOVER STATE: MA ZIP: 01810 FORMER COMPANY: FORMER CONFORMED NAME: NAVISITE INC DATE OF NAME CHANGE: 19990421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT MIDWEST LP CENTRAL INDEX KEY: 0001110458 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 134079232 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-246 FILM NUMBER: 161927044 BUSINESS ADDRESS: STREET 1: 810 7TH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 9172862300 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FALCON TELECABLE CENTRAL INDEX KEY: 0001068722 IRS NUMBER: 954455179 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-248 FILM NUMBER: 161927046 BUSINESS ADDRESS: STREET 1: 10900 WILSHIRE BLVD STREET 2: 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 6268441700 MAIL ADDRESS: STREET 1: 474 SOUTH RAYMOND AVENUE STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRIGHT HOUSE NETWORKS, LLC CENTRAL INDEX KEY: 0001451510 IRS NUMBER: 020636401 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-251 FILM NUMBER: 161927049 BUSINESS ADDRESS: STREET 1: 5000 CAMPUSWOOD DRIVE CITY: E. SYRACUSE STATE: NY ZIP: 13057 BUSINESS PHONE: 315-438-4100 MAIL ADDRESS: STREET 1: 5000 CAMPUSWOOD DRIVE CITY: E. SYRACUSE STATE: NY ZIP: 13057 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink - Missouri, LLC CENTRAL INDEX KEY: 0001686723 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-02 FILM NUMBER: 161926800 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peachtree Cable TV, L.P. CENTRAL INDEX KEY: 0001686920 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-05 FILM NUMBER: 161926804 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter RMG, LLC CENTRAL INDEX KEY: 0001686820 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-14 FILM NUMBER: 161926813 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Interlink Communications Partners, LLC CENTRAL INDEX KEY: 0001686799 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-16 FILM NUMBER: 161926815 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink - Maryland II, LLC CENTRAL INDEX KEY: 0001686674 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-22 FILM NUMBER: 161926821 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services VIII (WI), LLC CENTRAL INDEX KEY: 0001686728 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-25 FILM NUMBER: 161926824 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bright House Networks Information Services (Alabama), LLC CENTRAL INDEX KEY: 0001686367 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-30 FILM NUMBER: 161926829 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bresnan Broadband of Utah, LLC CENTRAL INDEX KEY: 0001686313 IRS NUMBER: 000000000 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-35 FILM NUMBER: 161926834 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bresnan Digital Services, LLC CENTRAL INDEX KEY: 0001686404 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-38 FILM NUMBER: 161926837 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Insight Kentucky Partners I, L.P. CENTRAL INDEX KEY: 0001686506 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-40 FILM NUMBER: 161926839 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Interactive Cable Services, LLC CENTRAL INDEX KEY: 0001686425 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-47 FILM NUMBER: 161926846 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Communications Operating Capital Corp CENTRAL INDEX KEY: 0001291159 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-51 FILM NUMBER: 161926850 BUSINESS ADDRESS: STREET 1: 12405 POWERSCOURT DR CITY: ST LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 314-965-0555 MAIL ADDRESS: STREET 1: 12405 POWERSCOURT DR CITY: ST LOUIS STATE: MO ZIP: 63131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (MD), LLC CENTRAL INDEX KEY: 0001686598 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-58 FILM NUMBER: 161926857 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (MO), LLC CENTRAL INDEX KEY: 0001686605 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-61 FILM NUMBER: 161926860 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (MT), LLC CENTRAL INDEX KEY: 0001686607 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-63 FILM NUMBER: 161926862 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Falcon Community Ventures I Limited Partnership CENTRAL INDEX KEY: 0001686689 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-71 FILM NUMBER: 161926870 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Leasing of Wisconsin, LLC CENTRAL INDEX KEY: 0001686823 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-75 FILM NUMBER: 161926874 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Illinois), LLC CENTRAL INDEX KEY: 0001686325 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-78 FILM NUMBER: 161926877 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (West Virginia), LLC CENTRAL INDEX KEY: 0001686626 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-83 FILM NUMBER: 161926882 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink OR-CCVII, LLC CENTRAL INDEX KEY: 0001686721 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-85 FILM NUMBER: 161926884 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink VA-CCO, LLC CENTRAL INDEX KEY: 0001686676 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-88 FILM NUMBER: 161926887 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Robin Media Group, LLC CENTRAL INDEX KEY: 0001686487 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-93 FILM NUMBER: 161926892 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: America's Job Exchange LLC CENTRAL INDEX KEY: 0001686350 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-97 FILM NUMBER: 161926896 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Stores FCN, LLC CENTRAL INDEX KEY: 0001686714 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-103 FILM NUMBER: 161926901 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DukeNet Communications, LLC CENTRAL INDEX KEY: 0001686694 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-106 FILM NUMBER: 161926904 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Falcon Video Communications, L.P. CENTRAL INDEX KEY: 0001686947 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-112 FILM NUMBER: 161926910 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOIP Transfers (CA), LLC CENTRAL INDEX KEY: 0001686713 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-119 FILM NUMBER: 161926917 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOIP Transfers (GA), LLC CENTRAL INDEX KEY: 0001686727 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-120 FILM NUMBER: 161926918 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWC/Charter Green Bay Cable Advertising, LLC CENTRAL INDEX KEY: 0001686577 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-127 FILM NUMBER: 161926925 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peachtree Cable TV, LLC CENTRAL INDEX KEY: 0001686463 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-133 FILM NUMBER: 161926931 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Insight Blocker LLC CENTRAL INDEX KEY: 0001686450 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-138 FILM NUMBER: 161926936 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER CABLE ENTERPRISES LLC CENTRAL INDEX KEY: 0000893657 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 454854395 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-141 FILM NUMBER: 161926939 BUSINESS ADDRESS: STREET 1: 60 COLUMBUS CIRCLE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10023 BUSINESS PHONE: 212-364-8200 MAIL ADDRESS: STREET 1: C/O TIME WARNER CABLE STREET 2: 60 COLUMBUS CIRCLE, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10023 FORMER COMPANY: FORMER CONFORMED NAME: TIME WARNER ENTERTAINMENT COMPANY, L. P. DATE OF NAME CHANGE: 20070926 FORMER COMPANY: FORMER CONFORMED NAME: TIME WARNER ENTERTAINMENT CO L P DATE OF NAME CHANGE: 19940317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Business LLC CENTRAL INDEX KEY: 0001686566 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-146 FILM NUMBER: 161926944 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Oceanic Time Warner Cable LLC CENTRAL INDEX KEY: 0001686445 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-149 FILM NUMBER: 161926947 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink - Georgia, LLC CENTRAL INDEX KEY: 0001686831 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-155 FILM NUMBER: 161926953 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWC Communications, LLC CENTRAL INDEX KEY: 0001686573 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-158 FILM NUMBER: 161926956 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance Media LLC CENTRAL INDEX KEY: 0001686555 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-163 FILM NUMBER: 161926961 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (VT), LLC CENTRAL INDEX KEY: 0001686757 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-166 FILM NUMBER: 161926964 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (AL), LLC CENTRAL INDEX KEY: 0001686597 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-174 FILM NUMBER: 161926972 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (IL), LLC CENTRAL INDEX KEY: 0001686497 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-179 FILM NUMBER: 161926977 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (MA), LLC CENTRAL INDEX KEY: 0001686538 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-183 FILM NUMBER: 161926981 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWCIS Holdco LLC CENTRAL INDEX KEY: 0001686637 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-188 FILM NUMBER: 161926986 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWC News & Local Programming Holdco LLC CENTRAL INDEX KEY: 0001686780 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-191 FILM NUMBER: 161926989 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWC Regional Sports Network I LLC CENTRAL INDEX KEY: 0001686770 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-193 FILM NUMBER: 161926991 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Communications Entertainment, LLC CENTRAL INDEX KEY: 0001686677 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-199 FILM NUMBER: 161926997 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Michigan), LLC CENTRAL INDEX KEY: 0001686543 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-204 FILM NUMBER: 161927002 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Midwest LLC CENTRAL INDEX KEY: 0001686636 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-207 FILM NUMBER: 161927005 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Pennsylvania), LLC CENTRAL INDEX KEY: 0001686709 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-216 FILM NUMBER: 161927014 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (South Carolina), LLC CENTRAL INDEX KEY: 0001686710 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-217 FILM NUMBER: 161927015 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hometown T.V., LLC CENTRAL INDEX KEY: 0001686418 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-229 FILM NUMBER: 161927027 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Falcon Cable Systems Co II, L.P. CENTRAL INDEX KEY: 0001686687 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-232 FILM NUMBER: 161927030 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (NC), LLC CENTRAL INDEX KEY: 0001686537 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-233 FILM NUMBER: 161927031 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BHN SPECTRUM INVESTMENTS, LLC CENTRAL INDEX KEY: 0001451509 IRS NUMBER: 208141882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-252 FILM NUMBER: 161927050 BUSINESS ADDRESS: STREET 1: 5000 CAMPUSWOOD DRIVE CITY: E. SYRACUSE STATE: NY ZIP: 13057 BUSINESS PHONE: 315-438-4100 MAIL ADDRESS: STREET 1: 5000 CAMPUSWOOD DRIVE CITY: E. SYRACUSE STATE: NY ZIP: 13057 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HELICON GROUP LP CENTRAL INDEX KEY: 0000915767 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 223248703 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-254 FILM NUMBER: 161927052 BUSINESS ADDRESS: STREET 1: 12045 POWERSCOURT DRIVE CITY: SAINT LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 3145432426 MAIL ADDRESS: STREET 1: 12045 POWERSCOURT DRIVE CITY: SAINT LOUIS STATE: MO ZIP: 63131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CC VIII Holdings, LLC CENTRAL INDEX KEY: 0001686692 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-09 FILM NUMBER: 161926808 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: cco holdco transfers vii, llc CENTRAL INDEX KEY: 0001686459 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-13 FILM NUMBER: 161926812 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Communications VII, LLC CENTRAL INDEX KEY: 0001686672 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-20 FILM NUMBER: 161926819 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bright House Networks Information Services (Michigan), LLC CENTRAL INDEX KEY: 0001686377 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-34 FILM NUMBER: 161926833 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Insight Phone of Indiana, LLC CENTRAL INDEX KEY: 0001686453 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-44 FILM NUMBER: 161926843 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink MS-CCVI, LLC CENTRAL INDEX KEY: 0001686683 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-52 FILM NUMBER: 161926851 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (MS), LLC CENTRAL INDEX KEY: 0001686606 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-62 FILM NUMBER: 161926861 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Southeast LLC CENTRAL INDEX KEY: 0001686735 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-69 FILM NUMBER: 161926868 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Virginia), LLC CENTRAL INDEX KEY: 0001686612 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-81 FILM NUMBER: 161926880 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (TX), LLC CENTRAL INDEX KEY: 0001686697 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-96 FILM NUMBER: 161926895 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Media LLC CENTRAL INDEX KEY: 0001686633 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-102 FILM NUMBER: 161926900 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CC VII Fiberlink, LLC CENTRAL INDEX KEY: 0001686520 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-109 FILM NUMBER: 161926907 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOIP Transfers (NC), LLC CENTRAL INDEX KEY: 0001686729 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-123 FILM NUMBER: 161926921 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWC/Charter Los Angeles Cable Advertising, LLC CENTRAL INDEX KEY: 0001686570 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-128 FILM NUMBER: 161926926 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Insight Communications Midwest, LLC CENTRAL INDEX KEY: 0001686467 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-139 FILM NUMBER: 161926937 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Long Beach, LLC CENTRAL INDEX KEY: 0001686460 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-152 FILM NUMBER: 161926950 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink - Michigan, LLC CENTRAL INDEX KEY: 0001686824 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-157 FILM NUMBER: 161926955 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (WI), LLC CENTRAL INDEX KEY: 0001686641 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-168 FILM NUMBER: 161926966 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (IN), LLC CENTRAL INDEX KEY: 0001686502 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-180 FILM NUMBER: 161926978 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCO LP, LLC CENTRAL INDEX KEY: 0001686443 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-184 FILM NUMBER: 161926982 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vista Broadband Communications, LLC CENTRAL INDEX KEY: 0001686642 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-189 FILM NUMBER: 161926987 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Communications of California, LLC CENTRAL INDEX KEY: 0001686673 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-200 FILM NUMBER: 161926998 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink NY-CCO, LLC CENTRAL INDEX KEY: 0001686830 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-212 FILM NUMBER: 161927010 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Tennessee), LLC CENTRAL INDEX KEY: 0001686717 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-218 FILM NUMBER: 161927016 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Falcon Cable Media, a California Limited Partnership CENTRAL INDEX KEY: 0001686688 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-231 FILM NUMBER: 161927029 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink CA-CCO, LLC CENTRAL INDEX KEY: 0001686834 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-240 FILM NUMBER: 161927038 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink CCO, LLC CENTRAL INDEX KEY: 0001686825 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-242 FILM NUMBER: 161927040 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT COMMUNICATIONS OF CENTRAL OHIO LLC CENTRAL INDEX KEY: 0001070242 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-247 FILM NUMBER: 161927045 BUSINESS ADDRESS: STREET 1: C/O INSIGHT COMMUNICATIONS STREET 2: 126 E 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: C/O INSIGHT COMMUNICATIONS STREET 2: 126 E 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CC V HOLDINGS LLC CENTRAL INDEX KEY: 0001082692 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 134029965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-250 FILM NUMBER: 161927048 BUSINESS ADDRESS: STREET 1: 12444 POWERSCOURT DRIVE STREET 2: SUITE 400 CITY: ST LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 2124210600 MAIL ADDRESS: STREET 1: 12444 POWERSCOURT DRIVE STREET 2: SUITE 400 CITY: ST LOUIS STATE: MO ZIP: 63131 FORMER COMPANY: FORMER CONFORMED NAME: AVALON CABLE LLC DATE OF NAME CHANGE: 19990325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wisconsin Procurement Holdco LLC CENTRAL INDEX KEY: 0001686936 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-01 FILM NUMBER: 161926799 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink CT-CCO, LLC CENTRAL INDEX KEY: 0001686722 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-08 FILM NUMBER: 161926807 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCO Fiberlink, LLC CENTRAL INDEX KEY: 0001686427 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-12 FILM NUMBER: 161926811 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Marcus Cable, LLC CENTRAL INDEX KEY: 0001686797 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-17 FILM NUMBER: 161926816 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services VIII (MN), LLC CENTRAL INDEX KEY: 0001686726 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-24 FILM NUMBER: 161926823 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bright House Networks Information Services (Florida), LLC CENTRAL INDEX KEY: 0001686374 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-32 FILM NUMBER: 161926831 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bresnan Broadband of Wyoming, LLC CENTRAL INDEX KEY: 0001686529 IRS NUMBER: 000000000 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-36 FILM NUMBER: 161926835 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Insight Phone of Kentucky, LLC CENTRAL INDEX KEY: 0001686454 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-45 FILM NUMBER: 161926844 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink MA-CCO, LLC CENTRAL INDEX KEY: 0001686819 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-53 FILM NUMBER: 161926852 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Texas LLC CENTRAL INDEX KEY: 0001686734 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-57 FILM NUMBER: 161926856 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bresnan Broadband of Montana, LLC CENTRAL INDEX KEY: 0001686594 IRS NUMBER: 000000000 STATE OF INCORPORATION: MT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-65 FILM NUMBER: 161926864 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Home Security, LLC CENTRAL INDEX KEY: 0001686829 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-73 FILM NUMBER: 161926872 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Indiana), LLC CENTRAL INDEX KEY: 0001686411 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-79 FILM NUMBER: 161926878 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Washington), LLC CENTRAL INDEX KEY: 0001686620 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-82 FILM NUMBER: 161926881 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink TX-CCO, LLC CENTRAL INDEX KEY: 0001686643 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-87 FILM NUMBER: 161926886 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (TN), LLC CENTRAL INDEX KEY: 0001686698 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-95 FILM NUMBER: 161926894 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DukeNet Communications Holdings, LLC CENTRAL INDEX KEY: 0001686693 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-105 FILM NUMBER: 161926903 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CC VI Operating Company, LLC CENTRAL INDEX KEY: 0001686518 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-108 FILM NUMBER: 161926906 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Falcon First Cable of the Southeast, LLC CENTRAL INDEX KEY: 0001686948 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-114 FILM NUMBER: 161926912 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CC Systems, LLC CENTRAL INDEX KEY: 0001686599 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-122 FILM NUMBER: 161926920 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWC/Charter Dallas Cable Advertising, LLC CENTRAL INDEX KEY: 0001686574 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-126 FILM NUMBER: 161926924 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Phone Transfers (AL), LLC CENTRAL INDEX KEY: 0001686472 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-134 FILM NUMBER: 161926932 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Arizona), LLC CENTRAL INDEX KEY: 0001686498 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-143 FILM NUMBER: 161926941 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Midwest Cable Communications, LLC CENTRAL INDEX KEY: 0001686438 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-147 FILM NUMBER: 161926945 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Intrepid Acquisition LLC CENTRAL INDEX KEY: 0001686452 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-151 FILM NUMBER: 161926949 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink - Illinois, LLC CENTRAL INDEX KEY: 0001686833 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-156 FILM NUMBER: 161926954 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (UT), LLC CENTRAL INDEX KEY: 0001686766 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-164 FILM NUMBER: 161926962 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (WA), LLC CENTRAL INDEX KEY: 0001686629 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-167 FILM NUMBER: 161926965 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (CO), LLC CENTRAL INDEX KEY: 0001686519 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-176 FILM NUMBER: 161926974 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (KY), LLC CENTRAL INDEX KEY: 0001686532 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-181 FILM NUMBER: 161926979 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWC Media Blocker LLC CENTRAL INDEX KEY: 0001686634 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-190 FILM NUMBER: 161926988 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Cable Operating Company, LLC CENTRAL INDEX KEY: 0001686682 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-195 FILM NUMBER: 161926993 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Nebraska), LLC CENTRAL INDEX KEY: 0001686549 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-206 FILM NUMBER: 161927004 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable International LLC CENTRAL INDEX KEY: 0001686478 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-214 FILM NUMBER: 161927012 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (New Mexico) LLC CENTRAL INDEX KEY: 0001686585 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-222 FILM NUMBER: 161927020 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWC SEE Holdco LLC CENTRAL INDEX KEY: 0001686763 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-227 FILM NUMBER: 161927025 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HPI Acquisition Co. LLC CENTRAL INDEX KEY: 0001686449 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-230 FILM NUMBER: 161927028 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CC VI Fiberlink, LLC CENTRAL INDEX KEY: 0001686596 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-107 FILM NUMBER: 161926905 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Internet Holdings III LLC CENTRAL INDEX KEY: 0001686476 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-215 FILM NUMBER: 161927013 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CC VIII Fiberlink, LLC CENTRAL INDEX KEY: 0001686525 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-110 FILM NUMBER: 161926908 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (WV), LLC CENTRAL INDEX KEY: 0001686703 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-169 FILM NUMBER: 161926967 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Ohio), LLC CENTRAL INDEX KEY: 0001686592 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-225 FILM NUMBER: 161927023 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWC Administration LLC CENTRAL INDEX KEY: 0001686562 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-160 FILM NUMBER: 161926958 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOIP Transfers (VA), LLC CENTRAL INDEX KEY: 0001687016 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-255 FILM NUMBER: 161927053 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWC Digital Phone LLC CENTRAL INDEX KEY: 0001686575 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-159 FILM NUMBER: 161926957 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Cable Entertainment Company, LLC CENTRAL INDEX KEY: 0001686362 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-211 FILM NUMBER: 161927009 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink AR-CCVII, LLC CENTRAL INDEX KEY: 0001686686 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-07 FILM NUMBER: 161926806 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bright House Networks Information Services (California), LLC CENTRAL INDEX KEY: 0001686368 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-31 FILM NUMBER: 161926830 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Insight Kentucky Partners II, L.P. CENTRAL INDEX KEY: 0001686526 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-42 FILM NUMBER: 161926841 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Northeast LLC CENTRAL INDEX KEY: 0001686775 IRS NUMBER: 000000000 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-66 FILM NUMBER: 161926865 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWC Wireless LLC CENTRAL INDEX KEY: 0001686631 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-125 FILM NUMBER: 161926923 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: New Wisconsin Procurement LLC CENTRAL INDEX KEY: 0001686439 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-148 FILM NUMBER: 161926946 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Phone Transfers (VA), LLC CENTRAL INDEX KEY: 0001686483 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-162 FILM NUMBER: 161926960 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCO SoCal I, LLC CENTRAL INDEX KEY: 0001686486 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-187 FILM NUMBER: 161926985 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (New Jersey), LLC CENTRAL INDEX KEY: 0001686554 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-221 FILM NUMBER: 161927019 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (OH), LLC CENTRAL INDEX KEY: 0001686702 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-238 FILM NUMBER: 161927036 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FALCON CABLEVISION CENTRAL INDEX KEY: 0001068723 IRS NUMBER: 954455183 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-249 FILM NUMBER: 161927047 BUSINESS ADDRESS: STREET 1: 10900 WILSHIRE BLVD STREET 2: 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 6268441700 MAIL ADDRESS: STREET 1: 474 SOUTH RAYMOND AVENUE STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Communications, LLC CENTRAL INDEX KEY: 0001686835 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-27 FILM NUMBER: 161926826 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bright House Networks Information Services (Indiana), LLC CENTRAL INDEX KEY: 0001686375 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-33 FILM NUMBER: 161926832 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCO HOLDINGS LLC CENTRAL INDEX KEY: 0001271833 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-50 FILM NUMBER: 161926849 BUSINESS ADDRESS: STREET 1: 12405 POWERCOURT DR CITY: ST LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 314-965-0555 MAIL ADDRESS: STREET 1: 12405 POWERSCOURT DR CITY: ST..LOUIS STATE: MO ZIP: 63131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink NV-CCVII, LLC CENTRAL INDEX KEY: 0001686720 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-55 FILM NUMBER: 161926854 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Wisconsin), LLC CENTRAL INDEX KEY: 0001686627 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-70 FILM NUMBER: 161926869 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Internet LLC CENTRAL INDEX KEY: 0001686477 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-101 FILM NUMBER: 161926899 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Falcon Community Cable, L.P. CENTRAL INDEX KEY: 0001686950 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-115 FILM NUMBER: 161926913 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cable Equities of Colorado Management LLC CENTRAL INDEX KEY: 0001686527 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-130 FILM NUMBER: 161926928 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Phone Transfers (GA), LLC CENTRAL INDEX KEY: 0001686479 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-136 FILM NUMBER: 161926934 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Marcus Cable Associates, L.L.C. CENTRAL INDEX KEY: 0001686434 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-153 FILM NUMBER: 161926951 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: cco socal II, llc CENTRAL INDEX KEY: 0001686563 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-171 FILM NUMBER: 161926969 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Kentucky), LLC CENTRAL INDEX KEY: 0001686613 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-201 FILM NUMBER: 161926999 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (New York), LLC CENTRAL INDEX KEY: 0001686582 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-223 FILM NUMBER: 161927021 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink - Nebraska, LLC CENTRAL INDEX KEY: 0001686724 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-03 FILM NUMBER: 161926801 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bresnan Microwave of Montana, LLC CENTRAL INDEX KEY: 0001686405 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-39 FILM NUMBER: 161926838 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Sports LLC CENTRAL INDEX KEY: 0001686733 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-56 FILM NUMBER: 161926855 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink VT-CCO, LLC CENTRAL INDEX KEY: 0001686680 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-89 FILM NUMBER: 161926888 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Colorado), LLC CENTRAL INDEX KEY: 0001686501 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-145 FILM NUMBER: 161926943 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: cco socal vehicles, llc CENTRAL INDEX KEY: 0001686571 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-172 FILM NUMBER: 161926970 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Missouri), LLC CENTRAL INDEX KEY: 0001686546 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-205 FILM NUMBER: 161927003 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWC Security LLC CENTRAL INDEX KEY: 0001686764 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-226 FILM NUMBER: 161927024 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIFKIN ACQUISITION PARTNERS LLC CENTRAL INDEX KEY: 0001011695 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841317717 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-244 FILM NUMBER: 161927042 BUSINESS ADDRESS: STREET 1: 12444 POWERSCOURT DRIVE STREET 2: SUITE 400 CITY: ST. LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 3149650555 MAIL ADDRESS: STREET 1: 360 SOUTH MONROE ST STREET 2: STE 600 CITY: DENVER STATE: CO ZIP: 80209 FORMER COMPANY: FORMER CONFORMED NAME: RIFKIN ACQUISITION PARTNERS LLLP DATE OF NAME CHANGE: 19960531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink - Pennsylvania, LLC CENTRAL INDEX KEY: 0001686761 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-04 FILM NUMBER: 161926802 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Alabanza LLC CENTRAL INDEX KEY: 0001686373 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-48 FILM NUMBER: 161926847 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Services LLC CENTRAL INDEX KEY: 0001686732 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-68 FILM NUMBER: 161926867 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Hawaii), LLC CENTRAL INDEX KEY: 0001686524 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-76 FILM NUMBER: 161926875 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Internet Holdings LLC CENTRAL INDEX KEY: 0001686475 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-100 FILM NUMBER: 161926898 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Insight Capital, LLC CENTRAL INDEX KEY: 0001549207 IRS NUMBER: 611455384 STATE OF INCORPORATION: AL FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-117 FILM NUMBER: 161926915 BUSINESS ADDRESS: STREET 1: 7001 POST ROAD, SUITE 200 CITY: DUBLIN STATE: OH ZIP: 43016 BUSINESS PHONE: (614) 798-5900 MAIL ADDRESS: STREET 1: 7001 POST ROAD, SUITE 200 CITY: DUBLIN STATE: OH ZIP: 43016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Insight Communications of Kentucky, L.P. CENTRAL INDEX KEY: 0001686451 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-140 FILM NUMBER: 161926938 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Phone Transfers (TN), LLC CENTRAL INDEX KEY: 0001686482 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-161 FILM NUMBER: 161926959 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Massachusetts), LLC CENTRAL INDEX KEY: 0001686542 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-203 FILM NUMBER: 161927001 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (NH), LLC CENTRAL INDEX KEY: 0001686635 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-235 FILM NUMBER: 161927033 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink OH-CCO, LLC CENTRAL INDEX KEY: 0001686828 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-213 FILM NUMBER: 161927011 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services VIII (MI), LLC CENTRAL INDEX KEY: 0001686712 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-23 FILM NUMBER: 161926822 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (MI), LLC CENTRAL INDEX KEY: 0001686600 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-59 FILM NUMBER: 161926858 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink - Alabama, LLC CENTRAL INDEX KEY: 0001686827 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-84 FILM NUMBER: 161926883 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Phone Transfers (NC), LLC CENTRAL INDEX KEY: 0001686481 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-137 FILM NUMBER: 161926935 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (CA), LLC CENTRAL INDEX KEY: 0001686517 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-175 FILM NUMBER: 161926973 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CO ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CO ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable New York City LLC CENTRAL INDEX KEY: 0001686774 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-208 FILM NUMBER: 161927006 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER CABLE LLC CENTRAL INDEX KEY: 0001450621 IRS NUMBER: 202298446 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-243 FILM NUMBER: 161927041 BUSINESS ADDRESS: STREET 1: 60 COLUMBUS CIRCLE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10023 BUSINESS PHONE: 212-364-8200 MAIL ADDRESS: STREET 1: 60 COLUMBUS CIRCLE, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Communications VI, L.L.C. CENTRAL INDEX KEY: 0001686670 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-19 FILM NUMBER: 161926818 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Insight Midwest Holdings, LLC CENTRAL INDEX KEY: 0001686559 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-43 FILM NUMBER: 161926842 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Pacific West LLC CENTRAL INDEX KEY: 0001686772 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-67 FILM NUMBER: 161926866 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (SC), LLC CENTRAL INDEX KEY: 0001686699 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-92 FILM NUMBER: 161926891 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOIP Transfers (TN), LLC CENTRAL INDEX KEY: 0001686731 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-124 FILM NUMBER: 161926922 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (California), LLC CENTRAL INDEX KEY: 0001686499 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-144 FILM NUMBER: 161926942 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (GA), LLC CENTRAL INDEX KEY: 0001686495 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-178 FILM NUMBER: 161926976 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Communications Entertainment I, LLC CENTRAL INDEX KEY: 0001686679 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-197 FILM NUMBER: 161926995 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (New Hampshire), LLC CENTRAL INDEX KEY: 0001686749 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-220 FILM NUMBER: 161927018 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink LA-CCO, LLC CENTRAL INDEX KEY: 0001686821 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-26 FILM NUMBER: 161926825 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Idaho), LLC CENTRAL INDEX KEY: 0001686522 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-77 FILM NUMBER: 161926876 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Phone Transfers (CA), LLC CENTRAL INDEX KEY: 0001686474 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-135 FILM NUMBER: 161926933 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Cable Partners, LLC CENTRAL INDEX KEY: 0001686681 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-196 FILM NUMBER: 161926994 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (NY), LLC CENTRAL INDEX KEY: 0001686639 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-237 FILM NUMBER: 161927035 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Distribution, LLC CENTRAL INDEX KEY: 0001686647 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-21 FILM NUMBER: 161926820 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (MN), LLC CENTRAL INDEX KEY: 0001686604 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-60 FILM NUMBER: 161926859 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink WA-CCVII, LLC CENTRAL INDEX KEY: 0001686684 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-90 FILM NUMBER: 161926889 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cable Equities Colorado, LLC CENTRAL INDEX KEY: 0001686407 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-129 FILM NUMBER: 161926927 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: cco transfers, llc CENTRAL INDEX KEY: 0001686572 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-173 FILM NUMBER: 161926971 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Communications Entertainment II, LLC CENTRAL INDEX KEY: 0001686675 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-198 FILM NUMBER: 161926996 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CC VIII Operating, LLC CENTRAL INDEX KEY: 0001686421 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-10 FILM NUMBER: 161926809 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Insight Kentucky Capital, LLC CENTRAL INDEX KEY: 0001686505 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-41 FILM NUMBER: 161926840 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Scottsboro TV Cable, LLC CENTRAL INDEX KEY: 0001686488 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-94 FILM NUMBER: 161926893 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink - Tennessee, LLC CENTRAL INDEX KEY: 0001686669 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-06 FILM NUMBER: 161926805 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Kansas), LLC CENTRAL INDEX KEY: 0001686480 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-80 FILM NUMBER: 161926879 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCO NR Holdings, LLC CENTRAL INDEX KEY: 0001686456 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-185 FILM NUMBER: 161926983 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Falcon Cable Communications, LLC CENTRAL INDEX KEY: 0001686951 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-116 FILM NUMBER: 161926914 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Fiberlink NC-CCO, LLC CENTRAL INDEX KEY: 0001686719 IRS NUMBER: 000000000 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-29 FILM NUMBER: 161926828 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCO Purchasing, LLC CENTRAL INDEX KEY: 0001686457 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-186 FILM NUMBER: 161926984 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advanced Services (PA), LLC CENTRAL INDEX KEY: 0001686700 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-91 FILM NUMBER: 161926890 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charter Advertising of Saint Louis, LLC CENTRAL INDEX KEY: 0001686730 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-194 FILM NUMBER: 161926992 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Helicon Partners I, L.P. CENTRAL INDEX KEY: 0001686416 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-228 FILM NUMBER: 161927026 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRESNAN BROADBAND HOLDINGS LLC CENTRAL INDEX KEY: 0001177754 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-253 FILM NUMBER: 161927051 BUSINESS ADDRESS: STREET 1: 777 WESTCHESTER AVENUE CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: 9146413300 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BHN Home Security Services, LLC CENTRAL INDEX KEY: 0001686347 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-209 FILM NUMBER: 161927007 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Time Warner Cable Information Services (Texas), LLC CENTRAL INDEX KEY: 0001686718 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214024-219 FILM NUMBER: 161927017 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039057801 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 S-4 1 d214722ds4.htm S-4 S-4

As filed with the Securities and Exchange Commission on October 7, 2016

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Charter Communications Operating, LLC

and

Charter Communications Operating Capital Corp.

(Exact name of registrants as specified in their charters)

CCO Holdings, LLC*

(Exact name of registrant guarantor as specified in its charter)


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)

400 Atlantic Street

Stamford, Connecticut 06901

(203) 905-7801

(Address, including zip code, and telephone number, including area code, of registrants’ and registrant guarantor’s principal executive offices)

Richard R. Dykhouse

Executive Vice President, General Counsel and Corporate Secretary

400 Atlantic Street

Stamford, Connecticut 06901

(203) 905-7801

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Christian O. Nagler

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022-4611

(212) 446-4800

*	The companies listed below in the Table of Additional Registrant Guarantors are also included in this Registration Statement on Form S-4 as additional Registrant Guarantors.

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

CALCULATION OF REGISTRATION FEE



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)}
3.579% 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⁽³⁾	n/a	n/a	n/a	—
Guarantees of 4.464% Senior Secured Notes due 2022⁽³⁾	n/a	n/a	n/a	—
Guarantees of 4.908% Senior Secured Notes due 2025⁽³⁾	n/a	n/a	n/a	—
Guarantees of 6.384% Senior Secured Notes due 2035⁽³⁾	n/a	n/a	n/a	—
Guarantees of 6.484% Senior Secured Notes due 2045⁽³⁾	n/a	n/a	n/a	—
Guarantees of 6.834% Senior Secured Notes due 2055⁽³⁾	n/a	n/a	n/a	—
Total	$15,500,000,000	—	—	$1,796,450

(1)	The amount of the registration fee paid herewith was calculated, pursuant to Rule 457(f) under the Securities Act of 1933, as amended.

(2)	Pursuant to Rule 457(n), no registration fee is payable with respect to the guarantees.

(3)	Guaranteed by CCO Holdings, LLC and the additional Registrant Guarantors listed in the table below.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

The following subsidiaries of Charter Communications Operating, LLC will guarantee the notes issued hereunder and are additional Registrant Guarantors under this registration statement. The address, including zip code, and telephone number, including area code, for each of the additional Registrant Guarantors is c/o Charter Communications Operating, LLC, 400 Atlantic Street, Stamford, Connecticut 06901, (203) 905-7801. The primary standard industrial classification number for each of these additional Registrant Guarantors is 4841.


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


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

Charter Fiberlink – Maryland II, LLC	Delaware	81-2255084

Charter Fiberlink – Michigan, LLC	Delaware	43-1875389

Charter Fiberlink – Missouri, LLC	Delaware	43-1928511

Charter Fiberlink – Nebraska, LLC	Delaware	81-0547765

Charter Fiberlink – Pennsylvania, LLC	Delaware	20-0258623

Charter Fiberlink – Tennessee, LLC	Delaware	20-0193707

Charter Fiberlink AR-CCVII, LLC	Delaware	20-0709081

Charter Fiberlink CA-CCO, LLC	Delaware	43-1943040

Charter Fiberlink CC VIII, LLC	Delaware	43-1793439

Charter Fiberlink CCO, LLC	Delaware	43-1876029

Charter Fiberlink CT-CCO, LLC	Delaware	20-0339366

Charter Fiberlink LA-CCO, LLC	Delaware	20-0709283

Charter Fiberlink MA-CCO, LLC	Delaware	20-0258357

Charter Fiberlink MS-CCVI, LLC	Delaware	20-0709405

Charter Fiberlink NC-CCO, LLC	Delaware	20-0258604

Charter Fiberlink NH-CCO, LLC	Delaware	20-0709514

Charter Fiberlink NV-CCVII, LLC	Delaware	20-0474139

Charter Fiberlink NY-CCO, LLC	Delaware	20-0426827

Charter Fiberlink OH-CCO, LLC	Delaware	20-0709711

Charter Fiberlink OR-CCVII, LLC	Delaware	20-0474232

Charter Fiberlink SC-CCO, LLC	Delaware	43-1943037

Charter Fiberlink TX-CCO, LLC	Delaware	43-1943038

Charter Fiberlink VA-CCO, LLC	Delaware	20-0709822

Charter Fiberlink VT-CCO, LLC	Delaware	20-0258644

Charter Fiberlink WA-CCVII, LLC	Delaware	20-0474261

Charter Helicon, LLC	Delaware	43-1855018

Charter Home Security, LLC	Delaware	47-1496418

Charter Leasing Holding Company, LLC	Delaware	47-4669203

Charter Leasing of Wisconsin, LLC	Delaware	47-4657690

Charter RMG, LLC	Delaware	43-1854203

Charter Stores FCN, LLC	Delaware	03-0475570

Charter Video Electronics, LLC	Delaware	39-1029927

DukeNet Communications Holdings, LLC	Delaware	27-2958210

DukeNet Communications, LLC	Delaware	27-2985707


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

Insight Communications of Kentucky, L.P.	Delaware	94-3291448

Insight Interactive, LLC	Delaware	52-2200721

Insight Kentucky Capital, LLC	Delaware	13-4079233

Insight Kentucky Partners I, L.P.	Delaware	94-3291839

Insight Kentucky Partners II, L.P.	Delaware	94-3291449

Insight Midwest Holdings, LLC	Delaware	13-4147884

Insight Midwest, L.P.	Delaware	13-4079232

Insight Phone of Indiana, LLC	Delaware	30-0022765

Insight Phone of Kentucky, LLC	Delaware	30-0022773

Insight Phone of Ohio, LLC	Delaware	20-1397428

Interactive Cable Services, LLC	Delaware	01-0629142

Interlink Communications Partners, LLC	Delaware	84-1437911

Intrepid Acquisition LLC	Delaware	76-0732702

Long Beach, LLC	Delaware	43-1831549

Marcus Cable Associates, L.L.C.	Delaware	75-2775560


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

Marcus Cable of Alabama, L.L.C.	Delaware	43-1548562

Marcus Cable, LLC	Delaware	75-2569103

Midwest Cable Communications, LLC	Delaware	41-0963108

NaviSite LLC	Delaware	52-2137343

New Wisconsin Procurement LLC	Delaware	81-2593009

Oceanic Time Warner Cable LLC	Delaware	45-4593273

Parity Assets LLC	Delaware	45-4854395

Peachtree Cable TV, L.P.	Delaware	None

Peachtree Cable TV, LLC	Delaware	43-1943639

Phone Transfers (AL), LLC	Delaware	47-0982109

Phone Transfers (CA), LLC	Delaware	47-0988500

Phone Transfers (GA), LLC	Delaware	47-0984230

Phone Transfers (NC), LLC	Delaware	47-0988629

Phone Transfers (TN), LLC	Delaware	47-0994648

Phone Transfers (VA), LLC	Delaware	47-0999732

Renaissance Media LLC	Delaware	14-1800030

Rifkin Acquisition Partners, LLC	Delaware	84-1317714

Robin Media Group, LLC	Delaware	54-1342676

Scottsboro TV Cable, LLC	Delaware	38-2691210

The Helicon Group, L.P.	Delaware	22-3248703

Time Warner Cable Business LLC	Delaware	35-2466312

Time Warner Cable Enterprises LLC	Delaware	45-4854395

Time Warner Cable Information Services (Alabama), LLC	Delaware	20-0639409

Time Warner Cable Information Services (Arizona), LLC	Delaware	20-4370232

Time Warner Cable Information Services (California), LLC	Delaware	20-0162970

Time Warner Cable Information Services (Colorado), LLC	Delaware	26-2375439

Time Warner Cable Information Services (Hawaii), LLC	Delaware	20-0162993

Time Warner Cable Information Services (Idaho), LLC	Delaware	20-8254896

Time Warner Cable Information Services (Illinois), LLC	Delaware	26-2375576

Time Warner Cable Information Services (Indiana), LLC	Delaware	20-1618562

Time Warner Cable Information Services (Kansas), LLC	Delaware	20-0163009

Time Warner Cable Information Services (Kentucky), LLC	Delaware	20-4370430

Time Warner Cable Information Services (Maine), LLC	Delaware	48-1296576

Time Warner Cable Information Services (Massachusetts), LLC	Delaware	20-0639517


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

Time Warner Cable Information Services (Michigan), LLC	Delaware	26-2376102

Time Warner Cable Information Services (Missouri), LLC	Delaware	20-0163031

Time Warner Cable Information Services (Nebraska), LLC	Delaware	20-0597251

Time Warner Cable Information Services (New Hampshire), LLC	Delaware	20-0834759

Time Warner Cable Information Services (New Jersey), LLC	Delaware	20-0605091

Time Warner Cable Information Services (New Mexico), LLC	Delaware	20-8244978

Time Warner Cable Information Services (New York), LLC	Delaware	06-1530234

Time Warner Cable Information Services (North Carolina), LLC	Delaware	05-0563203

Time Warner Cable Information Services (Ohio), LLC	Delaware	20-0163449

Time Warner Cable Information Services (Pennsylvania), LLC	Delaware	20-0639607

Time Warner Cable Information Services (South Carolina), LLC	Delaware	20-0163480

Time Warner Cable Information Services (Tennessee), LLC	Delaware	20-0639795

Time Warner Cable Information Services (Texas), LLC	Delaware	20-0095157

Time Warner Cable Information Services (Virginia), LLC	Delaware	20-4370738

Time Warner Cable Information Services (Washington), LLC	Delaware	20-5690377

Time Warner Cable Information Services (West Virginia), LLC	Delaware	20-1620308

Time Warner Cable Information Services (Wisconsin), LLC	Delaware	20-0163685

Time Warner Cable International LLC	Delaware	32-0423657

Time Warner Cable Internet Holdings III LLC	Delaware	30-0800781

Time Warner Cable Internet Holdings LLC	Delaware	80-0845781

Time Warner Cable Internet LLC	Delaware	13-4008284

Time Warner Cable, LLC	Delaware	81-2545593

Time Warner Cable Media LLC	Delaware	27-4633156

Time Warner Cable Midwest LLC	Delaware	45-4593320

Time Warner Cable New York City LLC	Delaware	45-4593291

Time Warner Cable Northeast LLC	Delaware	45-4593341

Time Warner Cable Pacific West LLC	Delaware	45-4593361

Time Warner Cable Services LLC	Delaware	61-1446887

Time Warner Cable Southeast LLC	Delaware	45-4608839

Time Warner Cable Sports LLC	Delaware	45-1560066

Time Warner Cable Texas LLC	Delaware	45-4608769

TWC Administration LLC	Delaware	90-0882471

TWC Communications, LLC	Delaware	35-2205910

TWC Digital Phone LLC	Delaware	26-0354307


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

TWC Media Blocker LLC	Delaware	81-2620702

TWC News and Local Programming Holdco LLC	Delaware	45-4275480

TWC News and Local Programming LLC	Delaware	45-1560311

TWC Regional Sports Network I LLC	Delaware	45-1560617

TWC Security LLC	Delaware	27-3884185

TWC SEE Holdco LLC	Delaware	20-5421447

TWC Wireless LLC	Delaware	20-3364329

TWC/Charter Dallas Cable Advertising, LLC	Delaware	26-2980350

TWC/Charter Green Bay Cable Advertising, LLC	Delaware	20-4932897

TWC/Charter Los Angeles Cable Advertising, LLC	Delaware	26-1900064

TWCIS Holdco LLC	Delaware	27-3481972

Vista Broadband Communications, LLC	Delaware	52-2085522

VOIP Transfers (AL), LLC	Delaware	47-0999828

VOIP Transfers (CA), LLC	Delaware	47-1000086

VOIP Transfers (GA), LLC	Delaware	47-0999989

VOIP Transfers (NC), LLC	Delaware	47-1010918

VOIP Transfers (TN), LLC	Delaware	47-1010858

VOIP Transfers (VA), LLC	Delaware	47-1011025

Wisconsin Procurement Holdco LLC	Delaware	81-2603589

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 7, 2016

PROSPECTUS

$15,500,000,000

CHARTER COMMUNICATIONS OPERATING, LLC and

CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.

Offer to Exchange

New 3.579% Senior Secured Notes due 2020 for any and all outstanding 3.579% Senior Secured Notes due 2020

New 4.464% Senior Secured Notes due 2022 for any and all outstanding 4.464% Senior Secured Notes due 2022

New 4.908% Senior Secured Notes due 2025 for any and all outstanding 4.908% Senior Secured Notes due 2025

New 6.384% Senior Secured Notes due 2035 for any and all outstanding 6.384% Senior Secured Notes due 2035

New 6.484% Senior Secured Notes due 2045 for any and all outstanding 6.484% Senior Secured Notes due 2045

New 6.834% Senior Secured Notes due 2055 for any and all outstanding 6.834% Senior Secured Notes due 2055

•

Charter Communications Operating, LLC (“Charter Operating”) and Charter Communications Operating Capital Corp. (“CCO Capital” and, together with Charter Operating, the “Issuers”) hereby offer to exchange:

•

new $2,000,000,000 aggregate principal amount of 3.579% Senior Secured Notes due 2020 (the “new 2020 notes”), the offer and sale of which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of the outstanding unregistered $2,000,000,000 aggregate principal amount of their 3.579% Senior Secured Notes due 2020 (the “original 2020 notes”);

•

new $3,000,000,000 aggregate principal amount of 4.464% Senior Secured Notes due 2022 (the “new 2022 notes”), the offer and sale of which have been registered under the Securities Act, for any and all of the outstanding unregistered $3,000,000,000 aggregate principal amount of their 4.464% Senior Secured Notes due 2022 (the “original 2022 notes”);

•

new $4,500,000,000 aggregate principal amount of 4.908% Senior Secured Notes due 2025 (the “new 2025 notes”), the offer and sale of which have been registered under the Securities Act, for any and all of the outstanding unregistered $4,500,000,000 aggregate principal amount of their 4.908% Senior Secured Notes due 2025 (the “original 2025 notes”);

•

new $2,000,000,000 aggregate principal amount of 6.384% Senior Secured Notes due 2035 (the “new 2035 notes”), the offer and sale of which have been registered under the Securities Act, for any and all of the outstanding unregistered $2,000,000,000 aggregate principal amount of their 6.384% Senior Secured Notes due 2035 (the “original 2035 notes”);

•

new $3,500,000,000 aggregate principal amount of 6.484% Senior Secured Notes due 2045 (the “new 2045 notes”), the offer and sale of which have been registered under the Securities Act, for any and all of the outstanding unregistered $3,500,000,000 aggregate principal amount of their 6.484% Senior Secured Notes due 2045 (the “original 2045 notes”); and

•

new $500,000,000 aggregate principal amount of 6.834% Senior Secured Notes due 2055 (the “new 2055 notes,” and together with the new 2020 notes, the new 2022 notes, the new 2025 notes, the new 2035 notes and the new 2045 notes, the “new notes”), the offer and sale of which have been registered under the Securities Act, for any and all of the outstanding unregistered $500,000,000 aggregate principal amount of their 6.834% Senior Secured Notes due 2055 (the “original 2055 notes,” and together with the original 2020 notes, the original 2022 notes, the original 2025 notes, the original 2035 notes, the original 2045 notes, the “original notes”),

in each case pursuant to the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of instruction (which together constitute the “exchange offer”).

•

This exchange offer expires at 11:59 p.m., New York City time, on , 2016, unless extended (the “expiration date”).

•

No public market currently exists for the original notes or the new notes. We do not intend to list the new notes on any securities exchange or to seek approval for quotation through any automated quotation system.

This exchange offer is only being made for those original notes that were issued pursuant to Rule 144A and Regulation S promulgated under the Securities Act and which are identified by CUSIP Nos. 161175AR5, 161175AS3, 161175AT1, 161175AU8, 161175AV6, 161175AW4, U16109AK3, U16109AL1, U16109AM9, U16109AN7, U16109AP2 and U16109AQ0. The terms of the new notes are identical in all material respects to those of the original notes, except for certain transfer restrictions and registration rights relating to the original notes. The new notes will be issued pursuant to, and entitled to the benefits of the indenture, dated as of July 23, 2015, by and among the Issuers, CCO Safari II, LLC (“Safari II”) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), as supplemented by the first supplemental indenture, dated as of July 23, 2015, by and among Safari II, CCH II, LLC, as limited guarantor, the Trustee and the Collateral Agent, the second supplemental indenture, dated as of May 18, 2016, by and among the Issuers, Safari II, the Trustee and the Collateral Agent, and the third supplemental indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC (“CCO Holdings” or the “Parent Guarantor”), the other guarantors party thereto (the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), the Trustee and the Collateral Agent. Each of the Subsidiary Guarantors will unconditionally guarantee the new notes on a senior secured basis, and the Parent Guarantor will guarantee the new notes on a senior unsecured basis.

You should carefully consider the risk factors beginning on page 15 of this prospectus before deciding whether or not to participate in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2016.

TABLE OF CONTENTS


	Page
SUMMARY		1
RATIO OF CONSOLIDATED EARNINGS TO FIXED CHARGES		14
RISK FACTORS		15
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA		25
THE EXCHANGE OFFER		26
DESCRIPTION OF NOTES		32
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		59
PLAN OF DISTRIBUTION		60
LEGAL MATTERS		61
EXPERTS		62
WHERE YOU CAN FIND MORE INFORMATION		63

INCORPORATION BY REFERENCE; ADDITIONAL INFORMATION

CCO Holdings, LLC, our direct parent company, files annual, quarterly, special reports and other information with the Securities and Exchange Commission (the “SEC”). We are incorporating by reference certain information of the Parent Guarantor, of Charter Communications, Inc. (previously our indirect parent company) and of Time Warner Cable Inc. filed with the SEC, which means that we disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. Specifically, we incorporate by reference the documents listed below and any future filings of the Parent Guarantor made with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding any information furnished but not filed) prior to the termination of this exchange offer (collectively, the “SEC Reports”):

•

Charter Communications, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 10, 2016 (the “Annual Report”);

•

Portions of the Charter Communications, Inc. Definitive Proxy Statement filed with the SEC on March 17, 2016 that are incorporated by reference into the Annual Report;

•

Charter Communications, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on April 28, 2016;

•

CCO Holdings, LLC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 15, 2016;

•

Charter Communications, Inc.’s Current Reports on Form 8-K filed with the SEC on February 12, 2016, February 22, 2016, April 7, 2016, April 27, 2016, May 2, 2016, May 18, 2016, May 19, 2016 and May 20, 2016 (in each case excluding any information furnished but not filed);

•

CCO Holdings, LLC’s Current Reports on Form 8-K filed with the SEC on May 24, 2016, June 6, 2016, July 29, 2016, August 1, 2016 and October 7, 2016;

•

The audited consolidated financial statements of Time Warner Cable Inc. on pages 67 to 130 of Time Warner Cable Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 12, 2016; and

•

The unaudited consolidated financial statements of Time Warner Cable Inc. on pages 20 to 46 of Time Warner Cable Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on April 28, 2016.

The information in the above filings speaks only as of the respective dates thereof, or, where applicable, the dates identified therein. You may read and copy any document we file with the SEC at the SEC’s public reference

room at 450 Fifth Street, N.W., in Washington, D.C., as well as the SEC’s regional offices. Please call the SEC at 1-800-SEC-0330 for further information relating to the public reference room. These SEC filings are also available to the public at the SEC’s website at www.sec.gov. In addition, our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, are available free of charge on Charter’s website (www.charter.com) as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus. You may also obtain a copy of these filings at no cost by writing or telephoning us at the following address:

Charter Communications, Inc.

400 Atlantic Street, 10th Floor

Stamford, CT 06901

Attention: Investor Relations

Telephone: (203) 905-7801

In order to ensure timely delivery, Holders must request the information from us no later than five business days prior to the expiration date.

In reliance on Rule 12h-5 under the Exchange Act, neither of the Issuers intends to file annual reports, quarterly reports, current reports or transition reports with the SEC. For so long as the Issuers rely on Rule 12h-5, certain financial information pertaining to the Issuers will be included in the financial statements of CCO Holdings, LLC filed with the SEC pursuant to the Exchange Act.

WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ABOUT THE OFFERING THAT IS DIFFERENT FROM, OR IN ADDITION TO, THAT CONTAINED IN THIS PROSPECTUS OR IN ANY OF THE MATERIALS THAT ARE INCORPORATED INTO THIS PROSPECTUS. THEREFORE, IF ANYONE DOES GIVE YOU INFORMATION OF THIS SORT, YOU SHOULD NOT RELY ON IT. IF YOU ARE IN A JURISDICTION WHERE OFFERS TO EXCHANGE OR SELL, OR SOLICITATIONS OF OFFERS TO EXCHANGE OR PURCHASE, THE SECURITIES OFFERED BY THIS PROSPECTUS ARE UNLAWFUL, OR IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL TO DIRECT THESE TYPES OF ACTIVITIES, THEN THE OFFER PRESENTED IN THIS PROSPECTUS DOES NOT EXTEND TO YOU.

YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROSPECTUS AND THE MAILING OF THIS PROSPECTUS SHALL NOT CREATE AN IMPLICATION TO THE CONTRARY.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, regarding, among other things, our plans, strategies and prospects, both business and financial. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions, including, without limitation, the factors described in the section titled “Risk Factors” in this prospectus and in the documents incorporated by reference in this prospectus, including the Quarterly Report on Form 10-Q of CCO Holdings, LLC for the quarterly period ended June 30, 2016 (the “Quarterly Report”). Many of the forward-looking statements contained in this prospectus may be identified by the use of forward-looking words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “seek,” “would,” “could,” “continue,” “ongoing,” “upside,” “increases” and “potential,” among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this prospectus are set forth in this prospectus, in the Quarterly Report, our other periodic reports and other reports or documents that we file from time to time with the SEC, and include, but are not limited to:

Risks Related to the recently completed Transactions

•

our ability to achieve the synergies and value creation contemplated by (i) the transactions completed pursuant to the Agreement and Plan of Mergers, dated as of May 23, 2015 (the “Merger Agreement”), by and among Time Warner Cable Inc. (“Legacy TWC”), Charter Communications, Inc. prior to the closing of the Merger Agreement (“Legacy Charter”), CCH I, LLC, previously a wholly owned subsidiary of Legacy Charter (“New Charter”) and certain other subsidiaries of New Charter (the “TWC Transaction”) and (ii) the acquisition of Bright House Networks, LLC (“Legacy Bright House”) pursuant to the Contribution Agreement, dated March 31, 2015, by and among Legacy Charter, New Charter, Advance/Newhouse Partnership, A/NPC Holdings LLC, and Charter Communications Holdings, LLC, as amended (the “Bright House Transaction” and, together with the TWC Transaction, the “Transactions”);

•

our ability to promptly, efficiently and effectively integrate acquired operations;

•

managing a significantly larger company than before the completion of the Transactions;

•

diversion of management time on issues related to the integration of the Transactions;

•

changes in Legacy Charter, Legacy TWC or Legacy Bright House operations’ businesses, future cash requirements, capital requirements, results of operations, revenues, financial condition and/or cash flows;

•

disruption in our business relationships as a result of the Transactions;

•

the increase in indebtedness as a result of the Transactions, which will increase interest expense and may decrease our operating flexibility;

•

operating costs and business disruption that may be greater than expected;

•

the ability to retain and hire key personnel and maintain relationships with providers or other business partners; and

•

costs, disruptions and possible limitations on operating flexibility related to, and our ability to comply with, regulatory conditions applicable to us as a result of the Transactions.

Risks Related to Our Business

•

our ability to sustain and grow revenues and cash flow from operations by offering video, Internet, voice, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our markets and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital expenditures;

iii

•

the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite operators, wireless broadband and telephone providers, digital subscriber line (“DSL”) providers, fiber to the home providers, video provided over the Internet by (i) market participants that have not historically competed in the multichannel video business, (ii) traditional multichannel video distributors, and (iii) content providers that have historically licensed cable networks to multichannel video distributors, and providers of advertising over the Internet;

•

general business conditions, economic uncertainty or downturn, unemployment levels and the level of activity in the housing sector;

•

our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents);

•

our ability to develop and deploy new products and technologies, including our cloud-based user interface, Spectrum Guide^®, and downloadable security for set-top boxes, and any other cloud-based consumer services and service platforms;

•

the effects of governmental regulation on our business or potential business combination transactions;

•

any events that disrupt our networks, information systems or properties and impair our operating activities or our reputation;

•

the availability and access, in general, of funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets; and

•

our ability to comply with all covenants in our indentures and credit facilities any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions.

All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this prospectus.

SUMMARY

This summary contains a general discussion of our business and the exchange offer. It does not contain all the information that you should consider before making a decision regarding whether to tender your original notes in exchange for new notes. For a more complete understanding of the exchange offer, you should read this entire prospectus, the information incorporated by reference herein and the related documents to which we refer.

The Parent Guarantor is an indirect subsidiary of New Charter (which is now known as Charter Communications, Inc). The Parent Guarantor is a holding company with no operations of its own. Charter Operating and CCO Capital are direct, wholly owned subsidiaries of the Parent Guarantor. Charter Operating is a holding company with no operations of its own. CCO Capital is a company with no operations of its own and no subsidiaries. The Parent Guarantor and its direct and indirect subsidiaries, including Charter Operating and its direct and indirect subsidiaries as well as CCO Capital, are managed by New Charter. The additional Registrant Guarantors are direct and indirect subsidiaries of Charter Operating. For a chart showing our ownership structure, see page 3.

Unless otherwise stated, the discussion in this prospectus of our business and operations includes the business of the Parent Guarantor and its direct and indirect subsidiaries. Unless otherwise stated, all business data included in this summary is as of June 30, 2016.

Charter Operating and CCO Capital are sometimes referred to in this prospectus collectively as the “Issuers” and each individually as an “Issuer.” The terms “we,” “us” and “our” refer to the Parent Guarantor and its direct and indirect subsidiaries on a consolidated basis.

Our Business

We are the second largest cable operator in the United States and a leading broadband communications company providing video, Internet and voice services to residential and business customers. We also sell video and online advertising inventory to local, regional and national advertising customers, and networking and transport services (including cell tower backhaul services) and enterprise-class, cloud-enabled hosting, managed applications to business customers and own and operate regional sports networks and local sports, news and lifestyle channels. Our residential services also include security and home management services.

As of June 30, 2016, we served approximately 25.6 million residential and small and medium business customers. We sell our video, Internet and telephone services primarily on a subscription basis, often in a bundle of two or more services, providing savings and convenience to our customers. Bundled services are available to approximately 99% of our passings, and approximately 62% of our customers subscribe to a bundle of services.

We served approximately 16.9 million residential video customers as of June 30, 2016. We completed an all-digital rollout in the Legacy Charter systems in 2014, and substantially all of those markets now offer over 200 high definition (“HD”) channels and faster Internet speeds. We have launched the Charter Spectrum^® brand in our Legacy Charter all-digital markets. Managing the all-digital transition in the Legacy TWC and Legacy Bright House footprint is a key priority and we expect to complete those initiatives by the end of 2018. Digital video enables our customers to access advanced video services such as HD television, video on demand programming, an interactive program guide and digital video recorder service.

We also served approximately 20.7 million residential Internet customers as of June 30, 2016. Our Internet service is available in a variety of download speeds up to 300 megabits per second (“Mbps”) and upload speeds of up to 5 Mbps. Approximately 90% of Legacy Charter’s Internet customers have at least 60 Mbps download speed, compared to approximately 28% at Legacy TWC and 32% at Legacy Bright House.

We provided voice service to approximately 10.3 million residential customers as of June 30, 2016. Our voice services typically include unlimited local and long distance calling to the United States, Canada and Puerto Rico, as well as other locations, plus other features, including voicemail, call waiting and caller ID.

Through Spectrum Business^®, we provide scalable, tailored broadband communications solutions to business and carrier organizations, such as video entertainment services, Internet access, business telephone services, data networking and fiber connectivity to cellular towers and office buildings. As of June 30, 2016, we served approximately 2.3 million small and medium business primary service units (“PSUs”), and approximately 90,000 enterprise PSUs. Our advertising sales division, Spectrum Reach^®, provides local, regional and national businesses with the opportunity to advertise in individual markets on cable television networks.

For the six months ended June 30, 2016, we generated approximately $8.7 billion in revenue, of which approximately 82% was generated from our residential video, Internet and voice services. For the year ended December 31, 2015, we generated approximately $9.8 billion in revenue, of which approximately 83% was generated from residential video, Internet and voice services. We also generated revenue from providing video, Internet, voice and fiber connectivity services to commercial businesses and from the sale of advertising. Sales from residential Internet and triple play customers (customers receiving all three service offerings, video, Internet and voice) and from commercial services have contributed to the majority of our recent revenue growth.

We have a history of net losses. Our net losses were principally attributable to insufficient revenue to cover the combination of operating expenses, interest expenses that we incur on our debt, depreciation expenses resulting from the capital investments we have made, and continue to make, in our cable properties, amortization expenses related to our customer relationship intangibles and higher non-cash tax expense.

Our Corporate Information

Legacy Charter was organized as a Delaware corporation in 1999. The Parent Guarantor was formed as a Delaware limited liability company and an indirect subsidiary of Legacy Charter in 2003. New Charter was formed as a Delaware limited liability company in 2003. In connection with the Transactions completed on May 18, 2016, New Charter converted to a Delaware corporation, changed its name to Charter Communications, Inc. and became the ultimate indirect parent company of the Parent Guarantor. Charter Operating was organized as a Delaware limited liability company in 1999. CCO Capital was organized as a Delaware corporation in 2004.

Our principal executive offices are located at 400 Atlantic Street, 10th Floor, Stamford, Connecticut 06901. Our telephone number is (203) 905-7801, and we have a website accessible at www.charter.com. Our periodic reports and Current Reports on Form 8-K, and all amendments thereto, are available on this website free of charge as soon as reasonably practicable after they have been filed. The information posted on our website is not incorporated into this prospectus and is not part of this prospectus.

Legal Entity Structure

The chart below sets forth our entity structure and that of our direct and indirect parent companies and subsidiaries. This chart does not include all of our affiliates and subsidiaries and, in some cases, we have combined separate entities for presentation purposes. The equity ownership percentages shown below are approximations. Indebtedness amounts shown below are principal amounts as of June 30, 2016.

LOGO

(1)	CCO Holdings/CCO Holdings Capital:

5.250% senior notes due 2021 ($500 million aggregate principal amount outstanding)

6.625% senior notes due 2022 ($750 million aggregate principal amount outstanding)

5.250% senior notes due 2022 ($1.25 billion aggregate principal amount outstanding)

5.125% senior notes due 2023 ($1.0 billion aggregate principal amount outstanding)

5.125% senior notes due 2023 ($1.15 billion aggregate principal amount outstanding)

5.750% senior notes due 2023 ($500 million aggregate principal amount outstanding)

5.750% senior notes due 2024 ($1.0 billion aggregate principal amount outstanding)

5.875% senior notes due 2024 ($1.7 billion aggregate principal amount outstanding)

5.375% senior notes due 2025 ($750 million aggregate principal amount outstanding)

5.500% senior notes due 2026 ($1.5 billion aggregate principal amount outstanding)

5.750% senior notes due 2026 ($2.5 billion aggregate principal amount outstanding)

5.875% senior notes due 2027 ($800 million aggregate principal amount outstanding)

(2)	Charter Operating/CCO Capital:

3.579% senior secured notes due 2020 ($2.0 billion principal amount outstanding)

4.464% senior secured notes due 2022 ($3.0 billion principal amount outstanding)

4.908% senior secured notes due 2025 ($4.5 billion principal amount outstanding)

6.384% senior secured notes due 2035 ($2.0 billion principal amount outstanding)

6.484% senior secured notes due 2045 ($3.5 billion principal amount outstanding)

6.834% senior secured notes due 2055 ($500 million principal amount outstanding)

Charter Operating credit facilities (approximately $9.0 billion principal amount outstanding)

Guarantees: The obligations under the Charter Operating credit facilities and the original notes are (and the obligations under the new notes will be) guaranteed by CCO Holdings and the additional Registrant Guarantors, which include the subsidiaries of Charter Operating holding the operating assets of Legacy TWC and Legacy Bright House.

Security Interest: The obligations under the Charter Operating credit facilities and the original notes are (and the obligations under the new notes will be) secured by a first-priority lien on substantially all of the assets of Charter Operating and its subsidiaries, including the subsidiaries of Charter Operating holding the operating assets of Legacy TWC and Legacy Bright House.

Intercompany loans: Charter Operating is the obligor under intercompany loans totaling $1.1 billion as of June 30, 2016, as follows: $640 million owed by Charter Operating to Charter Communications Holding Company, LLC and $494 million owed by Charter Operating to the Parent Guarantor.

(3)

TWC LLC:

5.850% notes due 2017 ($2.0 billion aggregate principal amount outstanding)

6.750% notes due 2018 ($2.0 billion aggregate principal amount outstanding)

8.750% notes due 2019 ($1.25 billion aggregate principal amount outstanding)

8.250% notes due 2019 ($2.0 billion aggregate principal amount outstanding)

5.000% notes due 2020 ($1.5 billion aggregate principal amount outstanding)

4.125% notes due 2021 ($700 million aggregate principal amount outstanding)

4.000% notes due 2021 ($1.0 billion aggregate principal amount outstanding)

5.750% notes due 2031 ($833 million aggregate principal amount outstanding, including £625 million valued at US$833 million as of June 30, 2016 using the exchange rate at such date)

6.550% debentures due 2037 ($1.5 billion aggregate principal amount outstanding)

7.300% debentures due 2038 ($1.5 billion aggregate principal amount outstanding)

6.750% debentures due 2039 ($1.5 billion aggregate principal amount outstanding)

5.875% debentures due 2040 ($1.2 billion aggregate principal amount outstanding)

5.500% debentures due 2041 ($1.25 billion aggregate principal amount outstanding)

5.250% notes due 2042 ($867 million aggregate principal amount outstanding, including £650 million valued at US$867 million as of June 30, 2016 using the exchange rate at such date)

4.500% debentures due 2042 ($1.25 billion aggregate principal amount outstanding)

Guarantees: The TWC LLC notes and debentures are guaranteed by CCO Holdings, Charter Operating, CCO Capital and the Additional Registrant Guarantors (other than TWC LLC), including the subsidiaries of Charter Operating holding the operating assets of Legacy TWC and Legacy Bright House.

Security Interest: The TWC LLC notes and debentures are secured (i) on a pari passu basis with the liens on the collateral securing obligations under the Charter Operating credit agreement and any permitted refinancing thereof and (ii) on a pari passu basis with the liens on the collateral securing the original notes and, following the consummation of the exchange offer, the new notes.

(4)

TWCE:

8.375% debentures due 2023 ($1.0 billion aggregate principal amount outstanding)

8.375% debentures due 2033 ($1.0 billion aggregate principal amount outstanding)

Guarantees: The TWCE debentures are guaranteed by CCO Holdings, Charter Operating, CCO Capital and the Additional Registrant Guarantors (other than TWCE), including the subsidiaries of Charter Operating holding the operating assets of Legacy TWC and Legacy Bright House.

Security Interest: The TWCE debentures are secured (i) on a pari passu basis with the liens on the collateral securing obligations under the Charter Operating credit agreement and any permitted refinancing thereof and (ii) on a pari passu basis with the liens on the collateral securing the original notes, and following the consummation of the exchange offer, the new notes.

The Exchange Offer

Original Notes

3.579% Senior Secured Notes due 2020, CUSIP Nos. 161175AR5 and U16109AK3, originally issued on July 23, 2015.

4.464% Senior Secured Notes due 2022, CUSIP Nos. 161175AS3 and U16109AL1, originally issued on July 23, 2015.

4.908% Senior Secured Notes due 2025, CUSIP Nos. 161175AT1 and U16109AM9, originally issued on July 23, 2015.

6.384% Senior Secured Notes due 2035, CUSIP Nos. 161175AU8 and U16109AN7, originally issued on July 23, 2015.

6.484% Senior Secured Notes due 2045, CUSIP Nos. 161175AV6 and U16109AP2, originally issued on July 23, 2015.

6.834% Senior Secured Notes due 2055, CUSIP Nos. 161175AW4 and U16109AQ0, originally issued on July 23, 2015.

New Notes

3.579% Senior Secured Notes due 2020, the offer and sale of which have been registered under the Securities Act.

4.464% Senior Secured Notes due 2022, the offer and sale of which have been registered under the Securities Act.

4.908% Senior Secured Notes due 2025, the offer and sale of which have been registered under the Securities Act

6.384% Senior Secured Notes due 2035, the offer and sale of which have been registered under the Securities Act.

6.484% Senior Secured Notes due 2045, the offer and sale of which have been registered under the Securities Act.

6.834% Senior Secured Notes due 2055, the offer and sale of which have been registered under the Securities Act.

Background to the Exchange Offer

We are offering to issue new notes in a registered exchange offer in exchange for a like principal amount, like interest rate and maturity and like denomination of our original notes. We are offering to issue these new notes to satisfy our obligations under an exchange and registration rights agreement that we entered into with the initial purchasers of the original notes when we sold the original notes in a transaction that was exempt from the registration requirements of the Securities Act. You may tender your original notes for exchange by following the procedures described under the caption “The Exchange Offer.”

Tenders; Expiration Date; Withdrawal

The exchange offer will expire at 11:59 p.m., New York City time, on , 2016, which is 20 business days from the date this registration statement is declared effective, unless we extend it. If you decide to exchange your original notes for new notes, you must acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the new notes. You may withdraw any original notes that you tender for exchange at any time prior to the expiration of the exchange offer. If we decide for any reason not to accept any original notes you have tendered for exchange, those original notes will be returned to you without cost promptly after the expiration or termination of the exchange offer. See “The Exchange Offer—Terms of the Exchange Offer” for a more complete description of the tender and withdrawal procedures.

Accrued Interest on the New Notes and the Original Notes

The new 2020 notes, the new 2022 notes and the new 2025 notes will bear interest from July 23, 2016. The new 2035 notes, the new 2045 notes and the new 2055 notes will bear interest from October 23, 2016.

Conditions to the Exchange Offer

The exchange offer is subject to customary conditions, some of which we may waive. See “The Exchange Offer—Conditions to the Exchange Offer” for a description of the conditions. Other than the federal securities laws, we are not subject to federal or state regulatory requirements in connection with the exchange offer.

Certain Federal Income Tax Considerations

The exchange of original notes for new notes in the exchange offer will not be a taxable event for United States federal income tax purposes. See “Certain United States Federal Income Tax Considerations.”

Exchange Agent

The Bank of New York Mellon Trust Company, N.A. is serving as the Exchange Agent.

Use of Proceeds

We will not receive any proceeds from the exchange offer.

Consequences of failure to exchange your original notes

Original notes that are not tendered or that are tendered but not accepted will continue to be subject to the restrictions on transfer that are described in the legend on those notes. In general, you may offer or sell your original notes only if such offer or sale is registered under, or such original notes are offered or sold under an exemption from, the Securities Act and applicable state securities laws. We, however, will have no further obligation to issue notes in a registered exchange offer in exchange for the original notes. If you do not participate in the exchange offer, the liquidity of your original notes could be adversely affected.

Consequences of exchanging your original notes

Based on interpretations of the staff of the SEC, we believe that you may offer for resale, resell or otherwise transfer the new notes that we issue in the exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act if you:

•

acquire the new notes issued in the exchange offer in the ordinary course of your business;

•

are not participating, do not intend to participate, and have no arrangement or undertaking with anyone to participate, in the distribution of the new notes issued to you in the exchange offer, and

•

are not an “affiliate” of Charter Operating as defined in Rule 405 promulgated under the Securities Act.

If any of these conditions is not satisfied and you transfer any new notes issued to you in the exchange offer without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We will not be responsible for or indemnify you against any liability you may incur.

Any broker-dealer that acquires new notes in the exchange offer for its own account in exchange for original notes which it acquired through market-making or other trading activities must acknowledge that it will deliver a prospectus when it resells or transfers any new notes issued in the exchange offer. See “Plan of Distribution” for a description of the prospectus delivery obligations of broker-dealers in the exchange offer.

Summary Terms of the New Notes

The terms of the new notes we are issuing in this exchange offer and the terms of the original notes of the same series are identical in all material respects, except:

•

the offer and sale of the new notes in the exchange offer have been registered under the Securities Act;

•

the new notes will not contain transfer restrictions and registration rights that relate to the original notes; and

•

the new notes will not contain provisions relating to the payment of additional interest to be made to the holders of the original notes under circumstances related to the timing of the exchange offer.

A brief description of the material terms of the new notes follows:

Issuers

Charter Communications Operating, LLC and Charter Communications Operating Capital Corp.

Notes Offered

$2,000,000,000 aggregate principal amount of 3.579% Senior Secured Notes due 2020;

$3,000,000,000 aggregate principal amount of 4.464% Senior Secured Notes due 2022;

$4,500,000,000 aggregate principal amount of 4.908% Senior Secured Notes due 2025;

$2,000,000,000 aggregate principal amount of 6.384% Senior Secured Notes due 2035;

$3,500,000,000 aggregate principal amount of 6.484% Senior Secured Notes due 2045; and

$500,000,000 aggregate principal amount of 6.834% Senior Secured Notes due 2055.

Maturity

The new 2020 notes will mature on July 23, 2020, the new 2022 notes will mature on July 23, 2022, the new 2025 notes will mature on July 23, 2025, the new 2035 notes will mature on October 23, 2035, the new 2045 notes will mature on October 23, 2045 and the new 2055 notes will mature on October 23, 2055.

Interest Payment Dates

With respect to the new 2020 notes, the new 2022 notes and the new 2025 notes, January 23 and July 23 of each year, beginning on January 23, 2017.

With respect to the new 2035 notes, the new 2045 notes and the new 2055 notes, April 23 and October 23 of each year, beginning on April 23, 2017.

Form and Terms

The form and terms of the new notes will be the same as the form and terms of the original notes except that:

•

the offer and sale of the new notes have been registered under the Securities Act and, therefore, the new notes will not bear legends restricting their transfer; and

•

you will not be entitled to any exchange or registration rights with respect to the new notes and the new notes will not provide for additional interest in connection with registration defaults.

The new notes of a series will evidence the same debt as the original notes of the same series. They will be entitled to the benefits of the indenture governing the original notes and will be treated under the indenture as a single class with the original notes of the same series.

Ranking

The new notes will be:

•

senior obligations of Charter Operating and CCO Capital;

•

pari passu in right of payment with all existing and future senior indebtedness of the Issuers, including obligations under the Charter Operating credit facilities and the Issuers’ guarantees of the TWC LLC notes and debentures and the TWCE debentures;

•

secured by liens on the Collateral (as defined in the “Description of Notes”) on an equal and ratable basis with the obligations under the Charter Operating credit facilities, the TWC LLC notes and debentures, the TWCE debentures and any other first lien obligations, subject to certain permitted liens and effectively equal with such obligations to the extent of the value of the Collateral;

•

effectively senior to all existing and future unsecured indebtedness of Charter Operating and CCO Capital and any future indebtedness of Charter Operating and CCO Capital secured by a junior lien on the Collateral, in each case to the extent of the value of the Collateral securing the obligations under the Notes;

•

structurally subordinated to all existing and future indebtedness and other liabilities of each subsidiary of Charter Operating and CCO Capital that does not guarantee the new notes; and

•

senior in right of payment to all existing and future subordinated obligations of the Charter Operating and CCO Capital.

As of June 30, 2016, the total principal amount of debt and intercompany loans of the Parent Guarantor and its subsidiaries, as adjusted for the consummation of the exchange offer (assuming 100% participation), would have totaled approximately $60.9 billion.

Guarantees

The new notes will be guaranteed (the “Note Guarantees”) by (i) all of the Issuers’ subsidiaries that issue or guarantee any Equally and Ratably Secured Indebtedness (as defined in the “Description of Notes”), including indebtedness under the Charter Operating credit facility, the TWC LLC notes and debentures and the TWCE debentures; and (ii) the Parent Guarantor.

The Note Guarantees will be:

•

senior obligations of the Guarantors;

•

pari passu in right of payment with all existing and future senior indebtedness of the Guarantors (including guarantees of obligations under the Charter Operating credit facility, the TWC LLC notes and debentures and the TWCE debentures);

•

with respect to the Note Guarantees of the Subsidiary Guarantors, secured by liens on the Collateral on an equal and ratable basis with the obligations under the Charter Operating credit facilities, the TWC LLC notes and debentures, the TWCE debentures or guarantees thereof and any other first lien obligations, subject to certain permitted liens;

•

with respect to the Note Guarantee of the Parent Guarantor, unsecured and effectively junior to any secured indebtedness of the Parent Guarantor to the extent of the value of the collateral securing such indebtedness;

•

with respect to the Note Guarantees of the Subsidiary Guarantors, effectively senior to all existing and future unsecured indebtedness of the Subsidiary Guarantors and any future indebtedness of the Subsidiary Guarantors secured by a junior lien on the Collateral, in each case to the extent of the value of the Collateral securing the obligations under the Note Guarantees of the Subsidiary Guarantors;

•

with respect to the Note Guarantees of the Subsidiary Guarantors, structurally subordinated to all existing and future indebtedness and other liabilities of each subsidiary of the Subsidiary Guarantors that does not guarantee the new notes; and

•

senior in right of payment to all existing and future subordinated obligations of the Guarantors.

Security

The new notes and the Note Guarantees will be secured by a pari passu first lien security interest, subject to permitted liens, in the Issuers’ and the Guarantors’ assets that secure the obligations under the Charter Operating credit facilities. The new notes will share equally in the Collateral securing the obligations under the Charter Operating credit facilities. To the extent the collateral agent for the lenders under the Charter Operating credit facilities releases any liens in connection with foreclosure on or other exercise of remedies with respect to the Collateral, the liens on such Collateral securing the new notes and the Note Guarantees and all other Equally and Ratably Secured Indebtedness will also be released. In addition, if the liens on any Collateral securing the Credit Agreement (as defined below) are released, all of the liens on such Collateral securing the new notes will also be released to the extent that the liens on such Collateral securing all other Equally and Ratably Secured Indebtedness will also be released. See “Description of Notes—Collateral.”

Intercreditor Agreement

The collateral agent for the lenders under the Charter Operating credit facilities, the Collateral Agent and the trustee for the TWC LLC notes and debentures and the TWCE debentures have entered into a pari passu intercreditor agreement as to the relative priorities of their

respective security interests in the Collateral and certain other matters relating to the administration of such security interests (the “Intercreditor Agreement”). See “Description of Notes—Collateral.”

Optional Redemption

We may redeem all or any part of the new 2020 notes at any time prior to June 23, 2020 at the “make-whole” redemption price specified under “Description of Notes—Optional Redemption.” On or after June 23, 2020, we may redeem all or any part of the new 2020 notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest to the date of redemption.

We may redeem all or any part of the new 2022 notes at any time prior to May 23, 2022 at the “make-whole” redemption price specified under “Description of Notes—Optional Redemption.” On or after May 23, 2022, we may redeem all or any part of the new 2022 notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest to the date of redemption.

We may redeem all or any part of the new 2025 notes at any time prior to April 23, 2025 at the “make-whole” redemption price specified under “Description of Notes—Optional Redemption.” On or after April 23, 2025, we may redeem all or any part of the new 2025 notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest to the date of redemption.

We may redeem all or any part of the new 2035 notes at any time prior to April 23, 2035 at the “make-whole” redemption price specified under “Description of Notes—Optional Redemption.” On or after April 23, 2035, we may redeem all or any part of the new 2035 notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest to the date of redemption.

We may redeem all or any part of the new 2045 notes at any time prior to April 23, 2045 at the “make-whole” redemption price specified under “Description of Notes—Optional Redemption.” On or after April 23, 2045 , we may redeem all or any part of the new 2045 notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest to the date of redemption.

We may redeem all or any part of the new 2055 notes at any time prior to April 23, 2055 at the “make-whole” redemption price specified under “Description of Notes—Optional Redemption.” On or after April 23, 2055, we may redeem all or any part of the new 2055 notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest to the date of redemption.

Restrictive Covenants

The indenture governing the new notes, among other things, restricts Charter Operating’s and the Parent Guarantor’s ability and the ability of certain subsidiaries to:

•

grant liens; or

•

sell all or substantially all assets or merge with or into other companies.

These covenants are subject to important exceptions and qualifications as described under “Description of Notes—Certain Covenants.”

Absence of Established Markets for the New Notes

The new notes are new issuances of securities for which there is currently no market. We do not intend to apply for the new notes to be listed on any securities exchange or to arrange for any quotation system to quote them. Accordingly, we cannot assure you that liquid markets will develop or be maintained.

You should carefully consider all of the information in this prospectus. In particular, you should evaluate the information under “Risk Factors” for a discussion of risks associated with an investment in the Issuers and the new notes.

For more complete information about the new notes, see “Description of Notes.”

RATIO OF CONSOLIDATED EARNINGS TO FIXED CHARGES

The following table sets forth our ratios of earnings to fixed charges on a historical basis for the periods indicated. This information should be read in conjunction with the consolidated financial statements and the accompanying notes incorporated by reference in this prospectus. See “Where You Can Find More Information” and “Incorporation by Reference; Additional Information.”


	For the Years Ended December 31,										For the Six Months Ended June 30,
	2011		2012		2013		2014		2015		2015		2016
Ratio of Earnings to Fixed Charges⁽¹⁾		1.16		1.01		—		1.08		1.17		—		1.63

(1)	Earnings for the year ended December 31, 2013 and for the six months ended June 30, 2015 were insufficient to cover fixed charges by $57 million and $69 million, respectively. As a result of such deficiencies, the ratios are not presented above.

For more information on the ratio of earnings to fixed charges, see Exhibit 12.1 filed herewith.

RISK FACTORS

The new notes, like the original notes, entail the following risks. You should carefully consider these risk factors, as well as the other information contained and incorporated by reference in this prospectus, including the sections titled “Risk Factors” in CCO Holdings’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, filed with the SEC on August 15, 2016, before making a decision to continue your investment in the notes or to tender your original notes in exchange for the new notes. In this prospectus, when we refer to “notes,” we are referring to both the original notes and the new notes. Any of the following risks and those in the documents incorporated by reference herein could materially and adversely affect our business, financial condition or results of operations. However, the risks described below and in the documents incorporated by reference herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. In such a case, we may not be able to make payments of principal and interest on the notes, and you may lose all or part of your original investment.

Risks Related to Our Indebtedness, the Exchange Offer and the New Notes

We have a significant amount of debt and may incur significant additional debt, including secured debt, in the future, which could adversely affect our financial health and our ability to react to changes in our business.

We have a significant amount of debt and may (subject to applicable restrictions in our debt instruments) incur additional debt in the future. As of June 30, 2016, the total principal amount of debt and intercompany loans of the Parent Guarantor and its subsidiaries, as adjusted for the consummation of the exchange offer, would have totaled approximately $60.9 billion.

Our significant amount of debt could have consequences, such as:

•

impact our ability to raise additional capital at reasonable rates, or at all;

•

make us vulnerable to interest rate increases, because approximately 13% of borrowings of the Parent Guarantor and its subsidiaries as of June 30, 2016, including the effects of existing interest rate swaps, as adjusted for the consummation of the exchange offer, would have been, and may continue to be, subject to variable rates of interest;

•

expose us to increased interest expense to the extent we refinance existing debt, particularly our bank debt, with higher cost debt;

•

require us to dedicate a significant portion of our cash flow from operating activities to make payments on our debt, reducing our funds available for working capital, capital expenditures, and other general corporate expenses;

•

limit our flexibility in planning for, or reacting to, changes in our business, the cable and telecommunications industries, and the economy at large;

•

place us at a disadvantage compared to our competitors that have proportionately less debt; and

•

adversely affect our relationship with customers and suppliers.

If current debt amounts increase, the related risks that we now face will intensify.

The agreements and instruments governing our debt contain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity.

Our credit facilities and the indentures governing our debt contain a number of significant covenants that could adversely affect our ability to operate our business, our liquidity, and our results of operations. These covenants restrict, among other things, our and our subsidiaries’ ability to:

•

incur additional debt;

•

repurchase or redeem equity interests and debt;

•

issue equity;

•

make certain investments or acquisitions;

•

pay dividends or make other distributions;

•

dispose of assets or merge;

•

enter into related party transactions; and

•

grant liens and pledge assets.

Additionally, the Credit Agreement governing the Charter Operating credit facilities (the “Credit Agreement”) requires Charter Operating to comply with a maximum total leverage covenant and a maximum first lien leverage covenant. The breach of any covenants or obligations in our indentures or credit facilities, not otherwise waived or amended, could result in a default under the applicable debt obligations and could trigger acceleration of those obligations, which in turn could trigger cross defaults under other agreements governing our long-term indebtedness. In addition, the secured lenders under the Credit Agreement could foreclose on their collateral, which includes equity interests in our subsidiaries, and exercise other rights of secured creditors.

We depend on generating sufficient cash flow to fund our debt obligations, capital expenditures, and ongoing operations.

We are dependent on our cash on hand and cash flow from operations to fund our debt obligations, capital expenditures and ongoing operations.

Our ability to service our debt and to fund our planned capital expenditures and ongoing operations will depend on our ability to continue to generate cash flow and our access (by dividend or otherwise) to additional liquidity sources at the applicable obligor. Our ability to continue to generate cash flow is dependent on many factors, including:

•

general business conditions, economic uncertainty or downturn, high unemployment levels and the level of activity in the housing sector;

•

our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents);

•

the development and deployment of new products and technologies including our cloud-based user interface, Spectrum Guide^®, and downloadable security for set-top boxes; and

•

the effects of governmental regulation on our business or potential business combination transactions.

Some of these factors are beyond our control. If we are unable to generate sufficient cash flow or we are unable to access additional liquidity sources, we may not be able to service and repay our debt, operate our business, respond to competitive challenges, or fund our other liquidity and capital needs.

The notes do not impose any limitations on our ability to incur additional debt or protect against certain other types of transactions.

While our other outstanding indebtedness may have some or all of these limitations, the indenture that will govern the notes does not restrict the future incurrence of unsecured indebtedness, guarantees or other obligations, nor does it limit our ability to make investments, to pay dividends and distributions, to our shareholders, to sell certain assets or to enter into “change of control” transactions. Additionally, the indenture that will govern the notes contains only certain limitations on our ability to incur liens. However, these limitations are subject to important exceptions. See “Description of Notes—Certain Covenants—Limitation on Liens.”

The notes and each Note Guarantee are structurally subordinated to present and future liabilities of non-guarantor subsidiaries of Charter Operating.

Substantially all of Charter Operating’s subsidiaries guarantee the notes. However, the notes are structurally subordinated to claims against any subsidiary of Charter Operating that does not guarantee the notes. Generally, claims of creditors of a non-guarantor subsidiary, including trade creditors and claims of preference shareholders (if any) of the subsidiary, will have priority with respect to the assets and earnings of the subsidiary over the claims of creditors of its parent entity, including claims by holders of the notes under the Note Guarantees. In the event of any foreclosure, dissolution, winding up, liquidation, administration, reorganization or other insolvency or bankruptcy proceeding of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to its parent entity as a shareholder. As such, the notes and each Note Guarantee will each be structurally subordinated to the creditors (including trade creditors) and preference shareholders (if any) of Charter Operating’s non-guarantor subsidiaries.

Holders of the notes will not control decisions regarding collateral.

The rights of the holders of the notes with respect to the collateral are subject to an intercreditor agreement (the “Intercreditor Agreement”) among all holders of obligations secured by that collateral on a first-priority basis, including the obligations under the Credit Agreement. Under the Intercreditor Agreement, the Applicable Authorized Representative, which is initially the administrative agent under the Credit Agreement, controls substantially all matters related to the collateral securing the notes pursuant to the terms of the Intercreditor Agreement (see “Description of Notes—Collateral—Intercreditor Arrangements”). The Applicable Authorized Representative may, in connection with an enforcement action, dispose of, release, or foreclose on, or take other actions with respect to, the collateral (including amendments of and waivers under the security documents) with which holders of the notes may disagree or that may be contrary to the interests of holders of the notes, even after a default under the notes. To the extent collateral is released from the lien securing the obligations under the Credit Agreement in connection with foreclosure or enforcement action, even if a default under the notes exists, liens securing the notes will also be released. If the liens on any collateral securing the obligations under the Credit Agreement are released, the liens on such collateral securing the obligations under the notes will also be released to the extent that the liens on such collateral securing all other equally and ratably secured indebtedness will also be released. In addition, the Intercreditor Agreement generally provides that the Applicable Authorized Representative may change, waive, modify or vary the security documents governing such liens without the consent of the holders of the notes (except under certain limited circumstances) and that the security documents governing the liens securing the notes will be automatically changed, waived and modified in the same manner (subject to certain limitations and exceptions).

Rights of the holders of the notes in the collateral may be adversely affected by the failure to perfect liens on certain collateral acquired in the future.

Applicable law requires that certain property and rights acquired after the grant of a general security interest, such as real property, equipment subject to a certificate and certain proceeds, can only be perfected at

the time such property and rights are acquired and identified. The Trustee or the Collateral Agent may not monitor, or we may not inform the Trustee or the Collateral Agent of, the future acquisitions of property and rights that constitute collateral, and necessary action may not be taken to properly perfect the security interest in such after acquired collateral. The Collateral Agent for the notes has no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest in favor of the notes against third parties. In addition, as described further herein, even if the liens on collateral acquired in the future are properly perfected, such liens may potentially be avoidable as a preference in any bankruptcy proceeding under certain circumstances. See “—Risks Related to Our Indebtedness, the Exchange Offer and the New Notes—Any future pledge of collateral provided after the notes are issued might be avoided by a trustee in bankruptcy.”

The ability of the Collateral Agent to realize upon the capital stock securing the notes will be automatically limited to the extent the pledge of such capital stock would require the filing with the SEC of separate financial statements for any of our subsidiaries.

Under Rule 3-16 of Regulation S-X, if the par value, book value as carried by us or market value (whichever is greatest) of the capital stock of any subsidiary pledged as part of the collateral is greater than or equal to 20% of the aggregate principal amount of any class of debt securities then outstanding that are then registered or being registered, such subsidiary would be required to provide separate financial statements to the SEC. As a result, the indenture and the related security documents provide that to the extent that separate financial statements of any of our subsidiaries would be required by the rules of the SEC due to the fact that such subsidiary’s capital stock secures the notes of a series (or any other series of equally and ratably secured indebtedness that is in the form of debt securities, including each series of the TWC LLC notes and debentures and the TWCE debentures), the pledge of such capital stock constituting collateral securing the notes and the equally and ratably secured indebtedness will automatically be limited such that the value of the portion of such capital stock that the holders of the notes may realize upon will, in the aggregate, at no time equal or exceed 20% of the aggregate principal amount of any then outstanding class of debt securities registered with the SEC (with each series of the notes and each series of the TWC LLC notes and debentures and the TWCE debentures constituting a separate class for such purpose). See “Description of Notes—Collateral—Excluded Property.” As a result, holders of the notes could lose the benefit of a portion or all of the security interest securing the notes in the capital stock or other securities of those subsidiaries. It may be more difficult, costly and time-consuming for the Collateral Agent to foreclose on the assets of a subsidiary than to foreclose on its capital stock or other securities, so the proceeds realized upon any such foreclosure could be significantly less than those that would have been received upon any sale of the capital stock or other securities of such subsidiary.

Certain assets are excluded from the collateral securing the notes.

Certain assets are excluded from the collateral securing the notes, as described under “Description of Notes—Collateral—Excluded Property.” In addition, no assets of any of our non-guarantor subsidiaries (including any capital stock owned by any such subsidiary) will constitute collateral securing the notes. Furthermore, applicable law requires that a security interest in tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. The liens on the collateral securing the notes may not be perfected if the Collateral Agent for the notes does not or is not able to take the actions necessary to perfect any of these liens.

It may be difficult to realize the value of the FCC license rights pledged to secure the notes.

The Issuers’ and the Subsidiary Guarantors’ cable and telecommunication license rights constitute part of the collateral that secures the notes and the related Note Guarantees. The ability of the Collateral Agent to foreclose on such collateral on behalf of the holders of the notes may be subject to prior approval by the Federal Communications Commission (the “FCC”) and other governmental authorities. In particular, the Collateral Agent will not be legally permitted to exercise any rights with respect to the FCC license rights upon the

occurrence of an event of default if such action would constitute or result in any assignment of any FCC license or any other form of change of control (whether as a matter of law or fact) of the entity holding any FCC license lease unless any necessary prior approval of the FCC is obtained. There can be no assurance that any such required approval can be obtained on a timely basis or at all. This requirement may limit the number of potential bidders for the FCC license rights in any foreclosure and may delay sale, either of which events may have a material adverse effect on the sale price of the FCC license rights. Therefore, the practical value of realizing on the FCC license rights may, without the appropriate consents, prior approval of the FCC and related filings, be limited.

The collateral is subject to casualty risks.

Although we maintain insurance policies to insure against losses, there are certain losses that may be either uninsurable or not economically insurable, in whole or in part. As a result, it is possible that the insurance proceeds will not compensate us fully for our losses in the event of a catastrophic loss. If there is a total or partial loss of any of the pledged collateral, we cannot assure you that any insurance proceeds received by us will be sufficient to satisfy all the secured obligations, including the notes.

We will in most cases have control over the collateral, and the sale of particular assets by us could reduce the pool of assets securing the notes and the Note Guarantees.

The security documents allow us to remain in possession of, retain exclusive control over, freely operate, and collect, invest and dispose of any income from, the collateral securing the notes and the Note Guarantees. For example, so long as no default or event of default under the indenture governing the notes would result therefrom, we may, among other things, without any release or consent by the Trustee or the Collateral Agent, conduct ordinary course activities with respect to collateral, such as selling, factoring, abandoning or otherwise disposing of collateral and making ordinary course cash payments (including repayments of indebtedness).

There are circumstances other than repayment or discharge of the notes under which the collateral securing the notes will be released automatically, without your consent or the consent of the Trustee or the Collateral Agent. Under various circumstances, collateral securing the notes will be released automatically, including:

•

a sale, transfer or other disposal of such collateral in a transaction not prohibited under the indenture;

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with respect to collateral held by a Guarantor, upon the release of such Guarantor from its Note Guarantee;

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with respect to collateral that is capital stock, upon the dissolution of the issuer of such capital stock in accordance with the indenture;

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with respect to the collateral upon any release in connection with a foreclosure or exercise of remedies with respect to that collateral directed by the lenders under the Credit Agreement or holders of other first lien obligations during any period that such representatives control actions with respect to the collateral pursuant to the Intercreditor Agreement; and

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in whole, upon a Collateral Release Event (as defined in the “Description of Notes”). See “Description of Notes—Collateral—Release.”

The imposition of certain permitted liens could materially adversely affect the value of the collateral.

The collateral securing the notes may also be subject to liens permitted under the terms of the indenture governing the notes, whether arising on or after the date the notes were originally issued. The existence of any permitted liens could materially adversely affect the value of the collateral that could be realized by the holders of the notes as well as the ability of the Collateral Agent to realize or foreclose on such collateral. In addition, the imposition of certain permitted liens will cause the relevant assets to become “excluded property,” which will not secure the notes or the Note Guarantees. See “Description of Notes—Collateral—Excluded Property” for the definition of “excluded property.”

Each Note Guarantee is subject to certain limitations on enforcement and may be limited by applicable laws or subject to certain defenses that may limit its validity and enforceability.

Each Subsidiary Guarantor guarantees the payment of the notes on a first lien senior secured basis. Each Note Guarantee of a Subsidiary Guarantor provides the relevant holders of the notes with a direct claim against such Subsidiary Guarantor. However, the indenture governing the notes provides that each Note Guarantee is limited to the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Note Guarantee, as it relates to that Guarantor, voidable or otherwise ineffective or limited under applicable law, and enforcement of each Note Guarantee is subject to certain generally available defenses.

Enforcement of any of the Note Guarantees against any Guarantor is subject to certain defenses available to Guarantors in the relevant jurisdiction. These laws and defenses generally include those that relate to corporate purpose or benefit, fraudulent conveyance or transfer, voidable preference, insolvency or bankruptcy challenges, financial assistance, preservation of share capital, thin capitalization, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally. If one or more of these laws and defenses are applicable, a Guarantor may have no liability or decreased liability under its Note Guarantee depending on the amounts of its other obligations and applicable law. Limitations on the enforceability of judgments obtained in New York courts in such jurisdictions could also limit the enforceability of any Note Guarantee against any Guarantor.

In general, under bankruptcy or insolvency law and other laws, a court could (i) avoid or invalidate all or a portion of a Guarantor’s obligations under its Note Guarantee and/or the related security interest, (ii) direct that the holders of the notes return any amounts paid under a Note Guarantee to the relevant Guarantor or to a fund for the benefit of such Guarantor’s creditors or (iii) take other action that is detrimental to you, typically if the court found that:

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the relevant Note Guarantee and the related security interest, if applicable, was incurred with actual intent to give preference to one creditor over another, hinder, delay or defraud creditors or shareholders of the Guarantor or, in certain jurisdictions, when the granting of the Note Guarantee or related security interest, if applicable, has the effect of giving a creditor a preference or when the recipient was aware that the Guarantor was insolvent when it granted the relevant Note Guarantee and related security interest, if applicable;

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the Guarantor did not receive fair consideration or reasonably equivalent value or corporate benefit for the relevant Note Guarantee and related security interest, if applicable, and the Guarantor was: (i) insolvent or rendered insolvent because of the relevant Note Guarantee or related security interest, if applicable; (ii) undercapitalized or became undercapitalized because of the relevant Note Guarantee; or (iii) intended to incur, or believed that it would incur, indebtedness beyond its ability to pay at maturity;

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the relevant Note Guarantee was held to exceed the corporate objects of the Guarantor or not to be in the best interests or for the corporate benefit of the Guarantor; or

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the amount paid or payable under the relevant Note Guarantee was in excess of the maximum amount permitted under applicable law.

These or similar laws may also apply to any future guarantee and related security interests granted by any of our subsidiaries pursuant to the indenture (which may also potentially be avoidable as a preference in any bankruptcy proceeding under certain circumstances; see “—Risks Related to Our Indebtedness, the Exchange Offer and the New Notes—Any future pledge of collateral or Note Guarantee provided after the notes are issued might be avoided by a trustee in bankruptcy.”).

As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or antecedent debt is secured or satisfied. A court would likely find that a

Guarantor did not receive reasonably equivalent value or fair consideration for its Note Guarantee or the related security interest, if such Guarantor did not substantially benefit directly or indirectly from the issuance of the notes.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred, such that we cannot assure you which standard a court would apply in determining whether a Guarantor was “insolvent” at the relevant time or that, regardless of method of valuation, a court would not determine that a Guarantor was insolvent on that date, or that a court would not determine, regardless of whether or not a Guarantor was insolvent on the date its Note Guarantee or related security interest was issued, that payments to holders of the notes constituted preferences, fraudulent transfers or conveyances on other grounds.

The liability of each Guarantor under its Note Guarantee will be limited to the amount that will result in such Note Guarantee not constituting a preference, fraudulent conveyance or improper corporate distribution or otherwise being set aside. However, there can be no assurance as to what standard a court will apply in making a determination of the maximum liability of each Guarantor. Moreover, in a Florida bankruptcy case, which was reversed by a district court on other grounds and then reinstated by the applicable circuit court of appeals, this kind of provision was found to be ineffective to protect the guarantees. There is a possibility that the entire Note Guarantee may be set aside, in which case the entire liability may be extinguished.

If a court decided that a Note Guarantee (or the related security interest, if applicable) was a preference, fraudulent transfer or conveyance and voided such Note Guarantee, or held it unenforceable for any other reason, you may cease to have any claim in respect of the relevant Guarantor and/or the benefit of the corresponding underlying collateral, and would be a creditor solely of the Issuers and, if applicable, of any other Guarantor under the relevant Note Guarantee which has not been declared void. In the event that any Note Guarantee of a Subsidiary Guarantor is invalid or unenforceable, in whole or in part, or to the extent the agreed limitation of the Note Guarantee obligations apply, the notes would be effectively subordinated to all liabilities of the applicable Subsidiary Guarantor, and if we cannot satisfy our obligations under the notes or any Note Guarantee is found to be a preference, fraudulent transfer or conveyance or is otherwise set aside, we cannot assure you that we can ever repay in full any amounts outstanding under the notes.

Any future pledge of collateral or Note Guarantee provided after the notes are issued might be avoided by a trustee in bankruptcy.

The indenture and the related security documents will require us to grant liens on certain assets that we or any Subsidiary Guarantor acquires. Any future guarantee or additional lien in favor of the Collateral Agent for the benefit of the holders of the notes might be avoidable by the grantor (as debtor-in possession) or by its trustee in bankruptcy or other third parties if certain events or circumstances exist or occur. For instance, if the entity granting a future guarantee or additional lien was insolvent at the time of the grant and if such grant was made within 90 days before that entity commenced a bankruptcy proceeding (or one year before commencement of a bankruptcy proceeding if the creditor that benefited from the guarantee or lien is an “insider” under the U.S. Bankruptcy Code), and the granting of the future guarantee or additional lien enabled the holders of the notes to receive more than they would if the grantor were liquidated under chapter 7 of the U.S. Bankruptcy Code, then such guarantee or lien could be avoided as a preferential transfer. Liens recorded or perfected after the issue date may be treated under bankruptcy law as if they were delivered to secure previously existing indebtedness. Thus, in any bankruptcy proceedings commenced within 90 days of lien perfection, a lien given to secure previously existing indebtedness is materially more likely to be avoided as a preference by the bankruptcy court than if delivered and promptly recorded on the issue date. Accordingly, if we or any Subsidiary Guarantor were to file for bankruptcy protection after the issue date of the outstanding notes and any liens granted with respect to the notes or the Note Guarantees had been perfected less than 90 days before the commencement of such bankruptcy proceeding, the liens securing the notes or the Note Guarantees may be particularly subject to challenge as a

result of having been delivered after the issue date (even if any liens granted on the issue date of the notes were not subject to any such challenge). To the extent that such challenge succeeded, the holders of the notes would lose the benefit of the security that the collateral was intended to provide.

Rights of the holders of the notes in the collateral securing the notes may be adversely affected by bankruptcy proceedings and the holders of the notes may not be entitled to post-petition interest in any bankruptcy proceeding.

The right of the Collateral Agent for the notes to foreclose upon, repossess and dispose of the collateral securing the notes and the Note Guarantees of the Subsidiary Guarantors upon acceleration is likely to be significantly impaired by federal bankruptcy law if bankruptcy proceedings are commenced by or against us prior to or possibly even after the Collateral Agent has repossessed and disposed of the collateral. Under the U.S. Bankruptcy Code, pursuant to the automatic stay imposed upon a bankruptcy filing, a secured creditor, such as the Collateral Agent for the notes, is prohibited from foreclosing upon or repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without prior bankruptcy court approval (which may not be given under the circumstances). Moreover, bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents or profits of the collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor’s interest in the collateral and may include cash payments or the granting of additional or replacement security, if and at such time as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. A bankruptcy court may determine that a secured creditor may not require compensation for a diminution in the value of its collateral if the value of the collateral exceeds the debt it secures. In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary powers of a bankruptcy court, it is impossible to predict whether any payments under the notes could be made following commencement of or during a bankruptcy case or the length of any potential delay in making any such payments post-petition, whether or when the Collateral Agent could foreclose upon, repossess or dispose of the collateral, or whether or to what extent the holders of the notes would be compensated for any delay in payment or loss of value of the collateral through the requirements of “adequate protection.”

Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the notes, the holders of the notes would have “undersecured claims” as to the difference. Federal bankruptcy laws do not permit the payment or accrual of post-petition interest, costs, expenses and attorneys’ fees for “undersecured claims” during the debtor’s bankruptcy case. Other consequences of a finding of under-collateralization would be, among other things, a lack of entitlement to receive other “adequate protection” under federal bankruptcy laws with respect to the unsecured portion of the notes. In addition, if any payments of post-petition interest had been made at the time of such a finding of under-collateralization, those payments could be recharacterized by the bankruptcy court as a reduction of the principal amount of the notes.

The Intercreditor Agreement also contains provisions restricting the holders of the notes from filing certain objections in any future bankruptcy to, among other things, a proposed debtor-in-possession financing that satisfied various terms and conditions.

Charter Operating and CCO Holdings are holding companies and will depend on subsidiaries, including non-guarantor subsidiaries, to satisfy their respective obligations under the notes and CCO Holdings’ Note Guarantee.

As holding companies, CCO Holdings and Charter Operating conduct substantially all of their operations through their direct and indirect subsidiaries, which own substantially all of our consolidated assets.

Consequently, the principal source of cash to pay the obligations of Charter Operating under the notes and of CCO Holdings under its Note Guarantee is the cash that our subsidiaries generate from their operations. We cannot assure you that our subsidiaries will be able to, or be permitted to, make distributions to enable Charter Operating and CCO Holdings to make payments in respect of their obligations. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, applicable state laws, regulatory limitations and terms of our debt instruments may limit the ability of Charter Operating and CCO Holdings to obtain cash from our subsidiaries. While the indentures governing certain of our existing notes limit the ability of our subsidiaries to restrict their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions, which may have the effect of significantly restricting the applicability of those limits. In the event Charter Operating or CCO Holdings does not receive distributions from our subsidiaries, Charter Operating may be unable to make required payments under the notes and CCO Holdings may be unable to make required payments under its Note Guarantee.

Changes in our credit rating could adversely affect the market price or liquidity of the notes.

Credit rating agencies continually revise their ratings for the companies that they follow, including us. The credit rating agencies also evaluate our industry as a whole and may change their credit ratings for us based on their overall view of our industry. We cannot be sure that credit rating agencies will maintain their ratings on the notes. A negative change in our ratings could have an adverse effect on the price of the notes.

If you do not exchange your original notes for new notes, you will continue to have restrictions on your ability to resell them.

The original notes were not offered and sold in a transaction registered under the Securities Act or under the securities laws of any state and may not be resold, offered for resale or otherwise transferred unless they are subsequently registered or resold pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your original notes for new notes pursuant to the exchange offer, you will not be able to resell, offer to resell or otherwise transfer the original notes unless such offer or sale is registered under the Securities Act or unless you resell them, offer to resell them or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act. In addition, once the exchange offer has terminated, we will no longer be under an obligation to exchange the original notes in a transaction registered under the Securities Act except in the limited circumstances provided in the exchange and registration rights agreement.

In addition, upon consummation of the exchange offer, the aggregate principal amount of original notes will be reduced by the amount of original notes exchanged. Securities with a smaller outstanding principal amount available for trading, or float, generally command a lower price than do comparable securities with a greater float. Therefore, the market price for original notes that are not submitted for exchange or not accepted by us may be adversely affected. A reduced float may also make the trading prices of any original notes that are not exchanged more volatile.

There is currently no public market for the notes and there is no guarantee that an active trading market for the notes may develop. The failure of a market to develop for the notes could adversely affect the liquidity and value of the notes.

There is currently no established public trading market for the original notes or the new notes. We do not intend to apply for listing of any series of the new notes on any securities exchange or for quotation of any series of the new notes on any automated dealer quotation system. A market may not develop for the new notes, and if a market does develop, it may not be sufficiently liquid for your purposes. If an active, liquid market does not develop for the new notes, the market price and liquidity of each series of the new notes may be adversely affected. If any series of the new notes are traded after their initial issuance, they may trade at a discount from their initial offering price.

The liquidity of the trading market, if any, and future trading prices of the original notes and the new notes will depend on many factors, including, among other things, prevailing interest rates, our operating results, financial performance and prospects, the market for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in these factors. The market for the notes may be subject to disruptions that could have a negative effect on the holders of the notes, regardless of our operating results, financial performance or prospects.

The exchange offer may be cancelled or delayed.

We have reserved the right to terminate or withdraw the exchange offer, including solely in respect of one or more series of the original notes, in our sole discretion at any time and for any reason, subject to applicable law. Therefore, even if you properly submit a letter of instruction prior to the expiration date and otherwise comply with the terms and conditions of the exchange offer, the exchange offer may not be consummated. Because of adjustments or other logistical challenges in exchanging original notes for new notes, among other things, the settlement of the exchange offers may be delayed. Accordingly, you may have to wait longer than expected to receive your new notes, during which time you will not be able to effect transfers of your original notes or new notes you are to receive in the exchange offer.

You must comply with the exchange offer procedures in order to receive new, freely tradable new notes.

Delivery of new notes in exchange for original notes tendered and accepted for exchange pursuant to the exchange offer will be made only if such tenders comply with the exchange offer procedures described herein, including the timely receipt by the exchange agent of book-entry transfer of original notes into the exchange agent’s account at DTC (as defined below), as depositary, including an agent’s message (as defined herein). We are not required to notify you of defects or irregularities in tenders of original notes for exchange.

Some holders who exchange their original notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your original notes in the exchange offer for the purpose of participating in a distribution of the original notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table presents selected financial and other data for CCO Holdings and its consolidated subsidiaries and has been derived from (i) the audited consolidated financial statements of CCO Holdings and its subsidiaries for each of the years in the three year period ended December 31, 2015, audited by KPMG, LLP and incorporated by reference in this prospectus, and unaudited internal financial statements prepared by management for the years ended December 31, 2011 and 2012, which are not incorporated by reference herein, and (ii) the unaudited consolidated financial statements of CCO Holdings and its subsidiaries for the six months ended June 30, 2015 and 2016, incorporated by reference in this prospectus. The following information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference in this prospectus, as well as the historical consolidated financial statements and related notes incorporated by reference in this prospectus.


	Year Ended December 31,															Six Months Ended June 30,
	2011			2012			2013			2014			2015			2015			2016
Statement of Operations Data:
Revenues	$	7,204		$	7,504		$	8,155		$	9,108		$	9,754		$	4,792		$	8,691
Income (loss) from operations	$	1,041		$	916		$	909		$	971		$	1,114		$	518		$	1,247
Interest expense, net	$	(772	)	$	(804	)	$	(854	)	$	(889	)	$	(840	)	$	(456	)	$	(662	)
Income (loss) before income taxes	$	127		$	10		$	(57	)	$	75		$	144		$	(69	)	$	420
Net income (loss)—CCO Holdings member	$	82		$	(35	)	$	(114	)	$	18		$	308		$	(97	)	$	413
Balance Sheet Data (end of period):
Investment in cable properties	$	14,810		$	14,838		$	16,526		$	16,623		$	16,347		$	16,367		$	145,223
Total assets	$	15,364		$	15,372		$	17,068		$	20,684		$	17,480		$	16,997		$	148,573
Total debt	$	11,164		$	12,808		$	14,181		$	17,389		$	13,945		$	13,896		$	62,203
Total CCO Holdings member’s equity (deficit)	$	2,398		$	615		$	717		$	512		$	1,322		$	841		$	76,345

On May 18, 2016, we consummated the Transactions. Accordingly, the financial data presented above for the six months ended June 30, 2016 reflect the impact of the Transactions and are not comparable to the prior periods presented and may not be indicative of CCO Holdings’ future financial condition or results of operations. See “Cautionary Statement Regarding Forward-looking Statements—Risks Related to the recently completed Transactions.”

THE EXCHANGE OFFER

Terms of the Exchange Offer

General. We issued the original notes on July 23, 2015 in a transaction exempt from the registration requirements of the Securities Act.

In connection with the sale of original notes, certain holders of the original notes became entitled to the benefits of the exchange and registration rights agreement, dated July 23, 2015, among CCO Safari II, LLC and the representatives of the initial purchasers of the original notes and joined by us and the Guarantors on May 18, 2016.

Under the exchange and registration rights agreement, we became obligated to file a registration statement in connection with an exchange offer, to use our reasonable best efforts to have the exchange offer registration statement declared effective and to use our reasonable best efforts to exchange new notes for the original notes tendered prior thereto within 365 days following May 18, 2016. The exchange offer being made by this prospectus, if consummated within the required time period, will satisfy our obligations under the exchange and registration rights agreement. This prospectus, together with the letter of instruction, is being sent to all beneficial holders of original notes known to us.

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of instruction, we will accept for exchange all original notes properly tendered and not withdrawn on or prior to the expiration date. We will issue $1,000 principal amount of new notes in exchange for each $1,000 principal amount of outstanding original notes accepted in the exchange offer. Holders may tender some or all of their original notes pursuant to the exchange offer.

Based on no-action letters issued by the staff of the SEC to third parties, we believe that holders of the new notes issued in exchange for original notes may offer for resale, resell and otherwise transfer the new notes, other than any holder that is an affiliate of ours within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act. This is true as long as the new notes are acquired in the ordinary course of the holders’ business, the holder has no arrangement or understanding with any person to participate in the distribution of the new notes and neither the holder nor any other person is engaging in or intends to engage in a distribution of the new notes. A broker-dealer that acquired original notes directly from us cannot exchange the original notes in the exchange offer. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the new notes cannot rely on the no-action letters of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives new notes for its own account in exchange for original notes, where original notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See “Plan of Distribution” for additional information.

We shall be deemed to have accepted validly tendered original notes when, as and if we have given oral or written notice of the acceptance of such notes to the exchange agent. The exchange agent will act as agent for the tendering holders of original notes for the purposes of receiving the new notes from the Issuers and delivering new notes to such holders.

If any tendered original notes are not accepted for exchange because of an invalid tender or the occurrence of the conditions set forth under “— Conditions” without waiver by us, certificates for any such unaccepted original notes will be returned, without expense, to the tendering holder of any such original notes as promptly as practicable after the expiration date.

Holders of original notes who tender in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of instruction, transfer taxes with respect to the exchange of original notes, pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes in connection with the exchange offer.

Expiration Date; Extensions; Amendment. We will keep the exchange offer open for not less than 20 business days, or longer if required by applicable law, after the date on which notice of the exchange offer is mailed to the holders of the original notes. The term “expiration date” means the expiration date set forth on the cover page of this prospectus, unless we extend the exchange offer, in which case the term “expiration date” means the latest date to which the exchange offer is extended.

In order to extend the expiration date, we will notify the exchange agent of any extension by oral or written notice and issue a public announcement of the extension prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right:

(a) to delay accepting any original notes, to extend the exchange offer or to terminate the exchange offer and not accept original notes not previously accepted if any of the conditions set forth under “—Conditions” shall have occurred and shall not have been waived by us, if permitted to be waived by us, by giving oral or written notice of such delay, extension or termination to the exchange agent, or

(b) to amend the terms of the exchange offer in any manner deemed by us to be advantageous to the holders of the original notes. Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice. If the exchange offer is amended in a manner determined by us to constitute a material change, we promptly will disclose such amendment in a manner reasonably calculated to inform the holders of the original notes of such amendment. Depending upon the significance of the amendment, we may extend the exchange offer if it otherwise would expire during such extension period.

Without limiting the manner in which we may choose to make a public announcement of any extension, amendment or termination of the exchange offer, we will not be obligated to publish, advertise, or otherwise communicate any such announcement, other than by making a timely release to an appropriate news agency.

Procedures for Tendering

To tender in the exchange offers, a holder must effect a book-entry transfer of old notes to be tendered in the exchange offer into the account of the exchange agent at The Depository Trust Company (“DTC”) by electronically transmitting its acceptance of the exchange offer through the Automated Tender Offer Program (“ATOP”) maintained by DTC, and delivering to the exchange agent any other required documents. DTC will then verify the acceptance, execute a book-entry delivery to the exchange agent’s account at DTC and send an agent’s message to the exchange agent. To be validly tendered, confirmation of such book-entry transfer and such other required documents must reach the exchange agent before 11:59 p.m., New York City time, on the expiration date. Holders desiring to tender original notes pursuant to ATOP must allow sufficient time for completion of the ATOP procedures during normal business hours of DTC. Except as otherwise provided in this prospectus, delivery of original notes will be deemed made only when the agent’s message is actually received by the exchange agent prior to the expiration date.

The term “agent’s message” means a message, transmitted by a book-entry transfer facility to, and received by, the exchange agent, forming a part of a confirmation of a book-entry transfer, which states that such book-entry transfer facility has received an express acknowledgment from the participant in such book-entry transfer facility tendering the original notes that such participant has received and agrees to be bound by the terms of the letter of instruction and that we may enforce such agreement against such participant.

The tender by a holder of original notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of instruction.

Delivery of all documents must be made to the exchange agent at its address set forth below. Holders may also request their respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender for such holders.

The method of delivery of original notes and all other required documents to the exchange agent is at the election and risk of the holders. In all cases, sufficient time should be allowed to assure timely delivery to the exchange agent before 11:59 p.m., New York City time, on the expiration date. No original notes or other documents should be sent to us.

There will be no fixed record date for determining registered holders of original notes entitled to participate in the exchange offer.

Any beneficial holder whose original notes are registered in the name of its broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on its behalf and comply with the ATOP procedures for book-entry transfer described below on or prior to the expiration date.

All questions as to the validity, form, eligibility, including time of receipt, and withdrawal of the tendered original notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all original notes not properly tendered or any original notes our acceptance of which, in the opinion of counsel for us, would be unlawful. We also reserve the right to waive any irregularities or conditions of tender as to particular original notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of instruction, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within such time as we shall determine. None of us, the exchange agent or any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of original notes, nor shall any of them incur any liability for failure to give such notification. Tenders of original notes will not be deemed to have been made until such irregularities have been cured or waived. Any original notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost to such holder by the exchange agent to the tendering holders of original notes, unless otherwise provided in the letter of instruction, as soon as practicable following the expiration date.

In addition, we reserve the right in our sole discretion to:

(a) purchase or make offers for any original notes that remain outstanding subsequent to the expiration date or, as set forth under “— Conditions,” to terminate the exchange offer in accordance with the terms of the registration rights agreement; and

(b) to the extent permitted by applicable law, purchase original notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers may differ from the terms of the exchange offer.

By tendering, each holder will represent to us that, among other things,

(a) the new notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of such holder or other person;

(b) neither such holder nor such other person is engaged in or intends to engage in a distribution of the new notes;

(c) neither such holder or other person has any arrangement or understanding with any person to participate in the distribution of such new notes; and

(d) such holder or other person is not our “affiliate,” as defined under Rule 405 of the Securities Act, or, if such holder or other person is such an affiliate, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the original notes at DTC for the purpose of facilitating the exchange offer, and subject to the establishment of such accounts, any financial institution that is a participant in DTC’s system may make book-entry delivery of original notes by causing DTC to transfer such original notes into the exchange agent’s account with respect to the original notes in accordance with the ATOP procedures for such transfer. Although delivery of the original notes may be effected through book-entry transfer into the exchange agent’s account at DTC and delivery of an agent’s message to the exchange agent, all other required documents (if any) must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below on or prior to the expiration date.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, tenders of original notes may be withdrawn at any time prior to 11:59 p.m., New York City time, on the expiration date. However, where the expiration date has been extended, tenders of original notes previously accepted for exchange as of the original expiration date may not be withdrawn.

To withdraw a tender of original notes in the exchange offer, you must comply with DTC’s procedures for withdrawal of tenders. Sufficient time should be allowed for completion of the ATOP withdrawal procedures during the normal business hours of DTC. A withdrawal may be effected by a properly submitted “Request Message” through ATOP, which must:

•

specify the name of the DTC participant whose name appears on the security position listing as the owner of such tendered original notes;

•

contain a description of the original notes to be withdrawn, including the principal amount; and

•

be signed by such DTC participant in the same manner as the participant’s name is listed in the applicable agent’s message.

Conditions

Notwithstanding any other term of the exchange offer, we will not be required to accept any original notes for exchange, or exchange any new notes for any original notes, and may terminate or amend the exchange offer before the expiration date, if the exchange offer violates any applicable law or interpretation by the staff of the SEC.

If we determine in our reasonable discretion that the foregoing condition exists, we may:

(1) refuse to accept any original notes and return all tendered original notes to the tendering holders;

(2) extend the exchange offer and retain all original notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders who tendered such original notes to withdraw their tendered original notes; or

(3) waive such condition, if permissible, with respect to the exchange offer and accept all properly tendered original notes which have not been withdrawn. If such waiver constitutes a material change to the exchange offer, we will promptly disclose such waiver by means of a prospectus supplement that will be distributed to the holders, and we will extend the exchange offer as required by applicable law.

Exchange Agent

The Bank of New York Mellon Trust Company, N.A. has been appointed as exchange agent for the exchange offer. Any requests for assistance or for additional copies of this prospectus, related materials or documents required in connection with surrenders of original notes for conversion should be directed to The Bank of New York Mellon Trust Company, N.A. addressed as follows:

The Bank of New York Mellon Trust Company, N.A., as Exchange Agent

c/o The Bank of New York Mellon Corporation

Corporate Trust Operations- Reorganization Unit

111 Sanders Creek Parkway

East Syracuse, NY 13057

Attn: Dacia Brown-Jones

Tel: 315-414-3349

Facsimile: 732-667-9408

Email: CT_REORG_UNIT_INQUIRIES@bnymellon.com

Fees and Expenses

We have agreed to bear the expenses of the exchange offer pursuant to the exchange and registration rights agreement. We have not retained any dealer manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We, however, will pay the exchange agent reasonable and customary fees for their services and will reimburse them for their reasonable out-of-pocket expenses in connection with providing such services.

The cash expenses to be incurred in connection with the exchange offer will be paid by us. Such expenses include fees and expenses of The Bank of New York Mellon Trust Company, N.A. as exchange agent, accounting and legal fees and printing costs, among others.

Accounting Treatment

The new notes will be recorded at the same carrying value as the original notes as reflected in our accounting records on the date of exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us. Certain expenses of the exchange offer and the unamortized expenses related to the issuance of the original notes will be amortized over the term of the notes in accordance with the applicable accounting framework.

Consequences of Failure to Exchange

Holders of original notes who are eligible to participate in the exchange offer but who do not tender their original notes will not have any further registration rights, and their original notes will continue to be subject to restrictions on transfer. Accordingly, such original notes may be resold only

•

to us, upon redemption of such original notes or otherwise,

•

so long as the original notes are eligible for resale pursuant to Rule 144A under the Securities Act, to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A,

•

in accordance with Rule 144 under the Securities Act, or under another exemption from the registration requirements of the Securities Act, and based upon an opinion of counsel reasonably acceptable to us,

•

outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act, or

•

under an effective registration statement under the Securities Act,

in each case in accordance with any applicable securities laws of any state of the United States.

Regulatory Approvals

We do not believe that the receipt of any material federal or state regulatory approval will be necessary in connection with the exchange offer, other than the effectiveness of the exchange offer registration statement under the Securities Act.

Other

Participation in the exchange offer is voluntary and holders of original notes should carefully consider whether to accept the terms and condition of this exchange offer. Holders of the original notes are urged to consult their financial and tax advisors in making their own decision on what action to take with respect to the exchange offer.

DESCRIPTION OF NOTES

This description of notes relates to:

•

the 3.579% senior secured notes due 2020 (the “2020 Notes”);

•

the 4.464% senior secured notes due 2022 (the “2022 Notes”);

•

the 4.908% senior secured notes due 2025 (the “2025 Notes”);

•

the 6.384% senior secured notes due 2035 (the “2035 Notes”);

•

the 6.484% senior secured notes due 2045 (the “2045 Notes”); and

•

the 6.834% senior secured notes due 2055 (the “2055 Notes” and, together with the 2020 Notes, the 2022 Notes, the 2025 Notes, the 2035 Notes and the 2045 Notes, the “Notes”),

in each case to be issued by Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. in exchange for a like principal amount of the original notes consisting of: $2,000,000,000 aggregate principal amount of 3.579% Senior Secured Notes due 2020, $3,000,000,000 aggregate principal amount of 4.464% Senior Secured Notes due 2022, $4,500,000,000 aggregate principal amount of 4.908% Senior Secured Notes due 2025, $2,000,000,000 aggregate principal amount of 6.384% Senior Secured Notes due 2035, $3,500,000,000 aggregate principal amount of 6.484% Senior Secured Notes due 2045, and $500,000,000 aggregate principal amount of 6.834% Senior Secured Notes due 2055 (collectively, the “original notes”), issued by CCO Safari II, LLC pursuant to an indenture dated July 23, 2015, 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 as collateral agent, as amended and supplemented (the “Indenture”), and assumed by Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. pursuant to a supplemental indenture dated May 18, 2016. Interest on each Note will accrue from the last interest payment date on which interest was paid on the tendered original note in exchange therefor or, if no interest has been paid on such original note, from the date of the original issue of such original note. Any original note that remains outstanding after completion of the exchange offer, together with the Notes, will be treated as a single class of securities under the Indenture.

The 2020 Notes, the 2022 Notes, 2025 Notes, the 2035 Notes, the 2045 Notes and the 2055 Notes, respectively, are each sometimes referred to as a separate “series” of Notes. In this section, we refer to Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. as the “Issuers,” and we sometimes refer to them each as an “Issuer.” We may also refer to Charter Communications Operating, LLC, including its successors, as “Charter Operating.” Such references do not include any subsidiaries of such entities. You can find the definitions of certain terms used in this description under the subheading “—Certain Definitions.”

The following description is a summary of the material provisions of the Indenture, the Security Documents (as defined below) and the Intercreditor Agreement (as defined below). It does not restate the Indenture, the Security Documents and the Intercreditor Agreement in their entirety. We urge you to read the Indenture, the Security Documents and the Intercreditor Agreement because they, and not this description, define your rights as Holders of the Notes. The terms of the Notes will include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. Copies of the forms of Indenture, Security Documents and Intercreditor Agreement are available as set forth under “—Additional Information.”

Brief Description of the Notes

The Notes will be:

•

senior obligations of the Issuers;

•

pari passu in right of payment with all existing and future senior indebtedness of the Issuers (including obligations under the Credit Agreement and the Issuers’ guarantees of the Existing TWC Notes);

•

secured by Liens on the Collateral on an equal and ratable basis with the obligations under the Credit Agreement, the Issuers’ guarantees of the Existing TWC Notes and any other First Lien Obligations, subject to Permitted Liens;

•

effectively senior to all existing and future unsecured Indebtedness of the Issuers and any future Indebtedness of the Issuers secured by a junior Lien on the Collateral, in each case to the extent of the value of the Collateral securing the obligations under the Notes;

•

structurally subordinated to all existing and future Indebtedness and other liabilities of each subsidiary of the Issuers that does not guarantee the Notes; and

•

senior in right of payment to all existing and future subordinated obligations of the Issuers.

The Notes will be guaranteed by (i) all of the Issuers’ Subsidiaries that then issue or guarantee any Equally and Ratably Secured Indebtedness (which, on the date hereof, consists of indebtedness under the Credit Agreement and the Existing TWC Notes); and (ii) CCO Holdings, LLC.

The Note Guarantees will be:

•

senior obligations of the Note Guarantors;

•

pari passu in right of payment with all existing and future senior indebtedness of the Note Guarantors (including guarantees of obligations under the Credit Agreement and the Existing TWC Notes);

•

with respect to Subsidiary Guarantors, secured by Liens on the Collateral on an equal and ratable basis with the obligations under the Credit Agreement, the Existing TWC Notes or guarantees thereof and any other First Lien Obligations, subject to Permitted Liens;

•

with respect to CCO Holdings, LLC, unsecured and effectively junior to any secured indebtedness of CCO Holdings, LLC to the extent of the value of the collateral securing such indebtedness;

•

with respect to the Subsidiary Guarantors, effectively senior to all existing and future unsecured Indebtedness of the Subsidiary Guarantors and any future Indebtedness of the Subsidiary Guarantors secured by a junior Lien on the Collateral, in each case to the extent of the value of the Collateral securing the obligations under the Note Guarantees of the Subsidiary Guarantors;

•

with respect to the Subsidiary Guarantors, structurally subordinated to all existing and future Indebtedness and other liabilities of each subsidiary of the Subsidiary Guarantors that does not guarantee the Notes; and

•

senior in right of payment to all existing and future subordinated obligations of the Note Guarantors.

Principal, Maturity and Interest

The Notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The Notes will mature on the dates and will accrue interest at the rates as set forth below:


Series	Maturity	Interest Rate Per Annum
2020 Notes	July 23,2020		3.579	%
2022 Notes	July 23,2022		4.464	%
2025 Notes	July 23,2025		4.908	%
2035 Notes	October 23,2035		6.384	%
2045 Notes	October 23,2045		6.484	%
2055 Notes	October 23,2055		6.834	%

Interest will be payable semi-annually in arrears (i) with respect to the 2020 Notes, the 2022 Notes and the 2025 Notes, on January 23 and July 23 to Holders of record on the immediately preceding January 8 and July 8, respectively, commencing on January 23, 2017, and (ii) with respect to the 2035 Notes, the 2045 Notes and the 2055 Notes, on April 23 and October 23 to Holders of record on the immediately preceding April 8 and October 8, respectively, commencing on October 23, 2016. Interest will accrue (i) with respect to the 2020 Notes, from July 23, 2016, and (ii) with respect to the 2035 Notes, the 2045 Notes and the 2055 Notes, from October 23, 2016. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Issuers may issue an unlimited principal amount of Additional Notes of any series under the Indenture. The Notes of each series and any Additional Notes of such series subsequently issued under the Indenture will be treated as a single class for all purposes of the Indenture. For purposes of this description, unless otherwise indicated, references to the Notes of a series include the Notes of such series issued on the Issue Date and any Additional Notes of such series subsequently issued under the Indenture.

Optional Redemption

Prior to the Par Call Date (as defined below) with respect to each series of Notes, the Notes of such series, will be redeemable, in whole or in part, at the Issuers’ option, at any time or from time to time, on at least 30 days’ but not more than 60 days’ prior notice to each Holder of the series of Notes to be redeemed, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium (as defined below) plus accrued but unpaid interest to but excluding the redemption date (subject to the rights of Holders of Notes of such series on a record date to receive the related interest payment on the related interest payment date).

“Applicable Premium” means with respect to a Note of any series the greater of (A) 1.0% of the principal amount of such Note and (B) on any redemption date, the excess (to the extent positive) of:

(a)

the present value at such redemption date of (i) 100% of the principal amount of such Note on the Par Call Date, plus (ii) all required interest payments due on such Note to and including the Par Call Date (excluding accrued but unpaid interest to the redemption date), computed upon the redemption date using a discount rate equal to the Applicable Treasury Rate at such redemption date plus (A) in the case of the 2020 Notes, 30 basis points, (B) in the case of the 2022 Notes, 40 basis points, (C) in the case of the 2025 Notes, 40 basis points, (D) in the case of the 2035 Notes, 50 basis points, (E) in the case of the 2045 Notes, 50 basis points and (F) in the case of the 2055 Notes, 55 basis points; over

(b)

the outstanding principal amount of such Note;

in each case, as calculated by the Issuer or on behalf of the Issuers by such Person as the Issuers shall designate.

“Applicable Treasury Rate” with respect to a Note of any series means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two business days prior to the redemption date (or, if such statistical release is not so published or available, any publicly available source of similar market data selected by the Issuer in good faith)) most nearly equal to the period from the redemption date to the Par Call Date for such Note; provided, however, that if the period from the redemption date to such Par Call Date is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to such applicable date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Par Call Date” with respect to each Series means:


Series	Par Call Date
2020 Notes		June 23,2020
2022 Notes		May 23,2022
2025 Notes		April 23,2025
2035 Notes		April 23,2035
2045 Notes		April 23,2045
2055 Notes		April 23,2055

On or after the Par Call Date for the Notes of any series, the Issuers may redeem the Notes of such series, in whole or in part, at the Issuers’ option, on at least 30 days, but not more than 60 days, prior notice to the registered holders thereof at a redemption price equal to 100% of the principal amount of such Notes to be redeemed plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date (subject to the rights of Holders of Notes of such series on a record date to receive the related interest payment on the related interest payment date).

The Trustee shall have no responsibility for calculating the redemption price for any Note.

Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. On or before the redemption date, the Issuers will deposit with the Trustee or a paying agent money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date. If less than all of the Notes of any series are to be redeemed, the Notes of such series to be redeemed shall be selected in accordance with the procedures of DTC.

Any redemption or notice of any redemption may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, other offering, issuance of Indebtedness or other corporate transaction or event. Notice of any redemption in respect thereof may be given prior to the completion thereof and may be partial as a result of only some of the conditions being satisfied.

If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuers in their sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuers in their sole discretion) by the redemption date, or by the redemption date so delayed.

Release of Guarantors

The Note Guarantee of a Subsidiary Guarantor also will be released:

(1)

at the time of a Collateral Release Event;

(2)

at such time as such Subsidiary Guarantor is either: (A) not an issuer or guarantor of any item of indebtedness (whether by repayment or otherwise) and any other Equally and Ratably Secured Indebtedness and ceases (or substantially concurrently will cease) to be the guarantor of any Equally and Ratably Secured Indebtedness (or such Subsidiary Guarantor’s obligations with respect to all Equally and Ratably Secured Indebtedness shall cease to exist substantially concurrently with such release of its Note Guarantee); or (B) released or relieved as an issuer or guarantor of its obligations of an item of indebtedness (whether by repayment or otherwise) and not an issuer or guarantor of any other Equally and Ratably Secured Indebtedness and ceases (or substantially concurrently will cease) to be the guarantor of any Equally and Ratably Secured Indebtedness (or such Subsidiary Guarantor’s obligations with respect to all Equally and Ratably Secured Indebtedness shall cease to exist substantially concurrently with such release of its Note Guarantee);

(3)

upon the sale, disposition, exchange or transfer (including through merger, consolidation, amalgamation or otherwise) of (i) all or substantially all of the assets or (ii) any Equity Interests (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of the terms of the Indenture; or

(4)

if the Issuers exercise their legal defeasance option or their covenant defeasance option as described under “—Defeasance” or if the obligations of the Issuers under the Indenture are discharged in accordance with the terms of the Indenture.

The Note Guarantee of CCO Holdings, LLC will be released if the Issuers exercise their legal defeasance option as described under “—Defeasance” or if the Issuers’ obligations under the Indenture are discharged in accordance with the terms of the Indenture.

Collateral

Assets Pledged as Collateral

On the Issue Date, the Notes will be secured by first-priority Liens, subject to Permitted Liens, in the assets of the Issuers and the Note Guarantors (other than Excluded Property), whether now owned or hereafter acquired, that secure the obligations under the Credit Agreement and any other First Lien Obligations, including:

•

all Pledged Securities;

•

all Intercompany Obligations;

•

all Additional Collateral;

•

all books, and records pertaining to the Collateral; and

•

to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all collateral security and guarantees given by any Person with respect to any of the foregoing and any Instruments evidencing the foregoing; and

Excluded Property

The Collateral will exclude, and the Liens granted under the Security Documents will not attach to, certain items of property (the “Excluded Property”), including (x) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement (including any joint venture, partnership or limited liability company operating agreement, unless the same relates to a Wholly Owned Subsidiary), instrument or other document evidencing or giving rise to such property except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law or (y) any property that is subject to a purchase money security interest permitted by the Indenture for so long as it is subject to such security interest and (ii) in no event shall more than 66% of the total outstanding Foreign Subsidiary Voting Equity Interest of any Foreign Subsidiary constitute Collateral or be required to be pledged under the Security Documents.

In addition, the Equity Interests and indebtedness of any Subsidiary of the Company will constitute Collateral only to the extent that such Equity Interests or indebtedness can secure any series of Notes and the related Note Guarantees (or any other series of Equally and Ratably Secured Indebtedness that is in the form of debt securities, including, without limitation, each series of Existing TWC Notes) without Rule 3-16 of Regulation S-X (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary

to be filed with the SEC (or any other governmental agency). In the event that Rule 3-16 of Regulation S-X requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any such Subsidiary due to the fact that such Subsidiary’s Equity Interests or indebtedness secures the Notes and the Note Guarantees (or any other series of Equally and Ratably Secured Indebtedness that is in the form of debt securities, including, without limitation, each series of Existing TWC Notes), then such Equity Interests or indebtedness shall automatically be deemed not to be part of the Collateral securing the Notes and Note Guarantees and any Equally and Ratably Secured Indebtedness (but only to the extent necessary to not be subject to such requirement). In such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to release the security interests on the Equity Interests or indebtedness that are so deemed to no longer constitute part of the Collateral.

In the event that Rule 3-16 of Regulation S-X is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or indebtedness to secure the Notes of each series and the Note Guarantees (or any other series of Equally and Ratably Secured Indebtedness that is in the form of debt securities, including, without limitation, each series of Existing TWC Notes) in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of any such Subsidiary, then the Equity Interests or indebtedness of such Subsidiary shall automatically be deemed to be a part of the Collateral securing the Notes and Note Guarantees and any Equally and Ratably Secured Indebtedness (but only to the extent such Subsidiary would not be subject to any such financial statement requirement). In such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to subject to the Liens under the Security Documents such additional Equity Interests or indebtedness.

In accordance with the limitations set forth in the two immediately preceding paragraphs, Rule 3-16 of Regulation S-X currently provides that the maximum value of such Equity Interests or indebtedness (on an entity-by-entity basis) is less than 20% of the aggregate principal amount of any class of debt securities registered with the SEC that are secured thereby (with each series of Notes, and each series of Existing TWC Notes being a separate class for such purpose). The applicable value of the Equity Interests of any entity is deemed to be the greatest of its par value, book value or market value. The portion of the Equity Interests and indebtedness of the Subsidiaries constituting Collateral securing the Notes and the related Note Guarantees may decrease or increase as the value of such Equity Interests changes as described above (but not, for the avoidance of doubt, above the maximum percentage of such Equity Interests required to be pledged as Collateral).

Sufficiency of Collateral

The fair market value of the Collateral is subject to fluctuations based on factors that include, among others, the condition of the Issuers and the Guarantors industry, the ability to sell the Collateral in an orderly sale, general economic conditions, the availability of buyers and other factors. The amount to be received upon a sale of the Collateral would also be dependent on numerous factors, including, but not limited to, the actual fair market value of the Collateral at such time and the timing and the manner of the sale. By its nature, portions of the Collateral may be illiquid and may have no readily ascertainable market value. Accordingly, there can be no assurance that the Collateral can be sold in a short period of time or in an orderly manner. In addition, in the event of a bankruptcy, the ability of the Holders to realize upon any of the Collateral may be subject to certain bankruptcy law limitations as described below. See “Risk Factors—Risks Related to Our Indebtedness and the Notes—Rights of the holders of the Notes in the collateral securing the Notes may be adversely affected by bankruptcy proceedings and the holders of the Notes may not be entitled to post-petition interest in any bankruptcy proceeding.”

Foreclosure

Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement, the Security Documents will provide for (among other available remedies) the foreclosure upon and sale of the Collateral by the Collateral Agent and the distribution of the net proceeds of any such sale to the Holders and the lenders under the Credit Agreement and any other First Lien Obligations on a pro rata basis, subject to any prior Liens on the Collateral. In the event of foreclosure on the Collateral, the proceeds from the sale of the Collateral may not be sufficient to satisfy in full the Issuers’ obligations under the Notes.

Certain Bankruptcy Limitations

The right of the Collateral Agent to repossess and dispose of the Collateral upon the occurrence of an Event of Default would be significantly impaired by applicable bankruptcy law in the event that a bankruptcy case were to be commenced by or against the Issuers or the Note Guarantors prior to the Collateral Agent having repossessed and disposed of the Collateral. Upon the commencement of a case for relief under the Bankruptcy Code, a secured creditor such as the Trustee is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from the debtor, without bankruptcy court approval.

In view of the broad equitable powers of a U.S. bankruptcy court, it is impossible to predict how long payments under the Notes could be delayed following commencement of a bankruptcy case, whether or when the Collateral Agent could repossess or dispose of the Collateral, the value of the Collateral at the time of the bankruptcy petition or whether or to what extent Holders would be compensated for any delay in payment or loss of value of the Collateral. The Bankruptcy Code permits only the payment and/or accrual of post-petition interest, costs and attorneys’ fees to a secured creditor during a debtor’s bankruptcy case to the extent the value of the security is determined by the bankruptcy court to exceed the aggregate outstanding principal amount of the obligations secured by the security. See “Risk Factors—Risks Relating to the Notes—The value of the collateral securing the notes and the guarantees may not be sufficient to secure post-petition interest.”

Furthermore, in the event a bankruptcy court determines that the value of the Collateral is not sufficient to repay all amounts due on the Notes, the Holders would hold secured claims to the extent of the value of the Collateral to which the Holders are entitled and unsecured claims with respect to such shortfall.

Release

The Indenture will provide that Liens on the Collateral will be automatically released with respect to the Notes:

(1)

with respect to any series of Notes, in whole, upon payment in full of the principal of, accrued and unpaid interest and premium, if any, on the Notes of such series;

(2)

with respect to any series of Notes, in whole, upon satisfaction and discharge of the Indenture with respect to such Notes;

(3)

with respect to any series of Notes, in whole, upon a legal defeasance or covenant defeasance with respect to such Notes as set forth under “—Defeasance”;

(4)

as to any property or asset constituting Collateral that is sold or otherwise disposed of by the Issuers or any Note Guarantor in a transaction not prohibited by the Indenture at the time of such sale or disposition;

(5)

as to any property or assets constituting Collateral owned by a Note Guarantor that is released from its Note Guarantee in accordance with the Indenture;

(6)

with respect to any series of Notes, in whole or in part, with the consent of Holders of the requisite percentage of Notes of such series in accordance with the provisions described below under the caption “—Amendments and Waivers”;

(7)

to the extent required in accordance with the applicable provisions of the Security Documents and the Intercreditor Agreement;

(8)

in whole, upon a Collateral Release Event;

(9)

in accordance with clause (b) and (d) of the covenant described under “—Certain Covenants—Limitation on Liens”; and

(10)

as to any Collateral at such time as such Collateral (A) no longer secures indebtedness previously secured and does not secure any Equally and Ratably Secured Indebtedness (or such Collateral will no longer secure any Equally and Ratably Secured Indebtedness substantially concurrently with such release of Liens on such Collateral) or (B) does not secure any Equally and Ratably Secured Indebtedness (or such Collateral will no longer secure any Equally and Ratably Secured Indebtedness substantially concurrently with such release of Liens on such Collateral).

provided, however, that, in the case of any release in whole pursuant to clauses (1), (2) or (3) above, all amounts owing to the Trustee under the Indenture with respect to such series of Notes have been paid or duly provided for.

Upon compliance by the Issuers with the conditions precedent set forth above, and delivery to the Trustee of an Officers’ Certificate and Opinion of Counsel, the Trustee or the Collateral Agent shall promptly execute and deliver such documents and other instruments and make or authorize the making of such filings and registrations as may be requested and provided by the Issuers to evidence the release and reconveyance to the Issuers or the applicable Note Guarantor of the applicable Collateral.

Any certificate or opinion required by Section 314(d) of the Trust Indenture Act in connection with obtaining the release of Collateral may be made by an Officer of Charter Operating, except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert.

Notwithstanding anything to the contrary in this “Description of Notes” section, the Issuers and its Subsidiary Guarantors will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine in good faith, based on the advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or the relevant portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral.

Control over Common Collateral and Enforcement of Liens

The right of the Collateral Agent to repossess and dispose of the Collateral upon the occurrence of an Event of Default under the Indenture:

•

is subject to the provisions of the Intercreditor Agreement;

•

in the case of assets that are subject to Permitted Liens, is subject to the terms of the agreements governing those Permitted Liens;

•

with respect to any Collateral, is likely to be significantly impaired by applicable bankruptcy law if a bankruptcy case were to be commenced by or against the Issuers or a Note Guarantor prior to the Collateral Agent having repossessed and disposed of the Collateral; and

•

in the case of Collateral constituting real property, could also be significantly impaired by restrictions under applicable law.

If the net proceeds of any of the Collateral were not sufficient to repay all amounts due on the Notes and the Indenture, the Holders (to the extent not repaid from the proceeds of the sale of the Collateral) would have only an unsecured claim against the remaining assets of the Issuers and the Note Guarantors.

Intercreditor Arrangements

The Collateral Agent, on behalf of the Trustee and the Holders of Notes, and the Administrative Agent, on behalf of the secured parties under the Credit Agreement and the Existing TWC Notes, entered into the Intercreditor Agreement on May 18, 2016. Any future holders of other First Lien Obligations will be represented by their collateral agent which will become party to the Intercreditor Agreement as their authorized representative (together with the Collateral Agent and the Administrative Agent, each, an “Authorized Representative”). The Intercreditor Agreement provides for the priorities and other relative rights among the Holders of the Notes, the holders of the obligations under the Credit Agreement and the Existing TWC Notes and the holders of any other First Lien Obligations, including, among other things, that:

(1)

notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Lien on the Collateral securing the Notes, the obligations under the Credit Agreement and the Existing TWC Notes and any other First Lien Obligations, the Liens securing all such Indebtedness shall be of equal priority as among the parties to the Intercreditor Agreement subject to the provisions described below with respect to Impairments;

(2)

if an event of default has occurred and is continuing under any First Lien Obligations, and any Authorized Representative for, or holder of, First Lien Obligations is taking action to enforce rights or exercise remedies in respect of any Collateral, or receives any payment with respect to the Collateral under any other intercreditor agreement, or any distribution is made with respect to any Collateral in any insolvency or liquidation proceeding of the Issuers or any Note Guarantor, then the proceeds of any sale, collection or other liquidation of any such Collateral by the Collateral Agent, such Authorized Representative or any holders of such First Lien Obligations, as the case may be, will be applied, subject to the provisions below with respect to Impairments:

•

first, to the payment of all amounts owing to each Authorized Representative (as hereinafter defined) (in each case, in its capacity as such) pursuant to the terms of any documents governing First Lien Obligations;

•

second, on a ratable basis, to amounts owing to (1) the holders of the obligations under the Credit Agreement and the Existing TWC Notes, (2) the Holders of the Notes and the Trustee (for allocation in accordance with the terms of the Indenture) and (3) the holders of any other First Lien Obligations; and

•

third, after payment in full of all First Lien Obligations, allocated to the Issuers and the Note Guarantors or as a court of competent jurisdiction may direct; and

(3)

the obligations in respect of the Notes, the Credit Agreement and any other First Lien Obligations may be increased, extended, renewed, replaced, restated, supplemented, restructured, refunded, refinanced or otherwise amended from time to time, in each case, to the extent permitted by the Indenture, the Credit Agreement and the documents governing such other First Lien Obligations, without affecting the Lien priority or relative rights of the holders of First Lien Obligations.

The Intercreditor Agreement also provides that only the Applicable Authorized Representative (as defined below) has the right to exercise, or refrain from exercising, any right or remedies and take any other actions with respect to the Collateral. The “Applicable Authorized Representative” shall be the Administrative Agent until the earlier of the date no obligations under the Credit Agreement are secured by the Collateral and the Non-Controlling Authorized Representative Enforcement Date and, thereafter, the Authorized Representative of the series of First Lien Obligations (other than any Existing TWC Notes) representing the largest principal amount outstanding of any then outstanding series of First Lien Obligations (such Authorized Representative, the “Major Non-Controlling Authorized Representative”). For purposes of the forgoing, the Notes will be deemed to be a single “series” of First Lien Obligations.

The “Non-Controlling Authorized Representative Enforcement Date” means, with respect to any representative of First Lien Obligations that is not the Applicable Authorized Representative (each, a “Non-Controlling Authorized Representative”) in respect of any Collateral, the date that is 90 days (throughout which 90-day period such Non-Controlling Authorized Representative was the Major Non-Controlling Authorized Representative) after the occurrence of both (a) an event of default with respect to the First Lien Obligations for which such Non-Controlling Authorized Representative is the Authorized Representative and (b) the Collateral Agent’s and each other Authorized Representative’s receipt of written notice from such Non-Controlling Authorized Representative stating that (i) such Non-Controlling Authorized Representative is the Major Non-Controlling Authorized Representative and that an event of default with respect to the First Lien Obligations for which such Non-Controlling Authorized Representative is the Authorized Representative has occurred and is continuing and (ii) the First Lien Obligations with respect to which such Non-Controlling Authorized Representative is the Authorized Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise); provided, however, that the Non-Controlling Authorized Representative Enforcement Date shall be stayed and shall not occur (and shall be deemed not to have occurred for all purposes hereof) (A) at any time the Applicable Authorized Agent has commenced and is diligently pursuing any enforcement action with respect to such Collateral or (B) at any time the applicable Issuer or the applicable Note Guarantor that has granted a security interest in such Collateral is then a debtor under or with respect to (or otherwise subject to) any insolvency or liquidation proceeding.

The Applicable Authorized Agent shall not be required to follow any instructions or directions with respect to the Collateral from any Non-Controlling Authorized Representative. No Authorized Representative or other holder of any First Lien Obligations (other than the Applicable Authorized Representative) will commence any judicial or non-judicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interests in or realize upon, or take any other action available to it in respect of, the Collateral, it being agreed that only the Applicable Authorized Representative shall be entitled to take any such actions or exercise any such rights, remedies and powers with respect to the Collateral.

Notwithstanding the equal priority of the Liens as among the parties to the Intercreditor Agreement, the Applicable Authorized Representative may deal with the Collateral as if the Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or other holder of First Lien Obligations may contest, protest or object to any foreclosure proceeding or action brought by Applicable Authorized Representative. The Collateral Agent and each other Authorized Representative will agree that they and the holders of the First Lien Obligations they represent will not challenge or contest or support any other Person in challenging or contesting, in any proceeding (including any insolvency or liquidation proceeding), (a) the validity, attachment, creation, perfection, priority or enforceability of a Lien held by or on behalf of any other holder of First Lien Obligations in the Collateral, (b) the validity, enforceability or effectiveness of any First Lien Obligations or the related security documents or (c) any of the provisions of the Intercreditor Agreement.

None of the holders of First Lien Obligations will be entitled to institute any suit or proceeding, or assert in any suit or proceeding any claim, against the Collateral Agent or any other holder of First Lien Obligations seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Collateral. In addition, none of the holders of First Lien Obligations will be entitled to have any Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral; provided, however, that nothing in the Intercreditor Agreement shall be construed to prevent or impair the rights of any Authorized Representative or any holder of First Lien Obligations to enforce the Intercreditor Agreement. If any holder of First Lien Obligations obtains possession of any Collateral or realizes any proceeds or payment in respect thereof, at any time prior to the discharge of each of the other First Lien Obligations, then it must hold such Collateral, proceeds or payment in trust for the other holders of First Lien Obligations having a security interest in such Collateral and promptly transfer such Collateral, proceeds or payment to the Collateral Agent to be distributed in accordance with the provisions described above.

Notwithstanding the foregoing, with respect to any Collateral on which a third party (other than a holder of First Lien Obligations) has a Lien that is junior in priority to the Lien of any First Lien Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the Lien of any other First Lien Obligations (such third party, an “Intervening Creditor”), the value of any Collateral or proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Collateral or proceeds to be distributed in respect of the First Lien Obligations with respect to which such impairment exists. Additionally, if a court of competent jurisdiction determines that any series of First Lien Obligations is not enforceable or that the Liens securing such series of First Lien Obligations are not valid and properly perfected, the holders of such series of First Lien Obligations (and not the holders of any other series of First Lien Obligations) shall bear the consequences thereof and distributions described above will be adjusted accordingly. The provisions described above with respect to Intervening Creditors and determinations of unenforceability that result in a series of First Lien Obligations receiving lesser distributions that other series of First Lien Obligations from the Collateral are referred to herein as “Impairments” with respect to such series of First Lien Obligations.

Under the Intercreditor Agreement, if at any time the Applicable Authorized Representative forecloses upon or otherwise exercises remedies against any Collateral, then (whether or not any insolvency or liquidation proceeding is pending at the time) the Liens in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes and each other series of First Lien Obligations upon such Collateral will automatically be released and discharged. However, any proceeds of any Collateral realized therefrom will be applied in accordance with the terms of the Intercreditor Agreement. In addition, if the Liens on any Collateral securing the Credit Agreement are released, all of the Liens on such Collateral securing the Notes will also be released to the extent that the Liens on such Collateral securing all other Equally and Ratably Secured Indebtedness is released.

Each Authorized Representative of any series of First Lien Obligations, for itself and on behalf of the holders of First Lien Obligations of such series, will agree that, if the Issuers or any of the Note Guarantors becomes subject to a bankruptcy case and, as debtor-in-possession, moves for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, none of the holders of First Lien Obligations will be entitled to raise any objection to any such financing or to the Liens or court ordered charges, if applicable, on the Collateral securing any such financing (“DIP Financing Liens”) or to any use of cash collateral that constitutes Collateral, in each case unless the Applicable Authorized Representative shall then oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Collateral for the benefit of the holders of First Lien Obligations represented by the Applicable Authorized Representative, each holder of First Lien Obligations not represented by the Applicable Authorized Representative will subordinate its Liens with respect to such Collateral on the same terms as the Liens of the holders of First Lien Obligations represented by the Applicable Authorized Representative (other than any such Liens constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Collateral granted to secure the First Lien Obligations of the holders of First Lien Obligations represented by the Applicable Authorized Representative, each holder of First Lien Obligations not represented by the Applicable Authorized Representative will confirm the priorities with respect to such Collateral as set forth in the Intercreditor Agreement), in each case so long as:

(1)

the holders of First Lien Obligations retain the benefit of their Liens on all such Collateral subject to the DIP Financing Liens, including proceeds thereof arising after the commencement of the bankruptcy case, with such Liens having the same priority with respect to Liens of the holders of any other First Lien Obligations (other than any such Liens constituting DIP Financing Liens) as existed prior to the commencement of the bankruptcy case;

(2)

the holders of First Lien Obligations are granted Liens on any additional collateral provided to the holders of any other First Lien Obligations as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with such Liens having the same priority with respect to Liens of the holders of any other First Lien Obligations (other than any such Liens constituting DIP Financing Liens) as existed prior to the commencement of the bankruptcy case;

(3)

if any amount of such DIP Financing or cash collateral is applied to repay any First Lien Obligations, such amount is applied in accordance with the provisions described above with respect to distributions from proceeds of Collateral; and

(4)

if the holders of First Lien Obligations are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied in accordance with the provisions described above with respect to distributions from proceeds of Collateral;

provided, however, that the holders of First Lien Obligations will have a right to object to the grant, as security for the DIP Financing, of a Lien on any assets subject to Liens in favor of holders of such First Lien Obligations that shall not constitute Collateral; and provided further, that any holder of First Lien Obligations receiving adequate protection granted in connection with the DIP Financing or such use of cash collateral shall not object to any other holder of First Lien Obligations receiving adequate protection comparable to any such adequate protection granted to such holder of First Lien Obligations. All holders of First Lien Obligations shall acknowledge that the First Lien Obligations may, subject to the limitations set forth in the Security Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in the Intercreditor Agreement defining the relative rights of the holders of First Lien Obligations.

Certain Covenants

Limitation on Liens

(a)

Charter Operating will not, and will not permit any of its Material Subsidiaries to, directly or indirectly, Incur any Lien on any of its assets (including Equity Interests of a Subsidiary), whether owned at the Issue Date or thereafter acquired, securing Indebtedness for Borrowed Money, other than Permitted Liens, without effectively providing that the Notes shall be secured, equally and ratably, on such assets of Charter Operating or such Material Subsidiary with (or prior to) the Indebtedness for Borrowed Money so secured for so long as such Indebtedness for Borrowed Money is so secured.

(b)

Any Lien created for the benefit of the Holders of the Notes pursuant to clause (a) immediately above shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien that gave rise to such Lien created for the benefit of the Holders of the Notes.

(c)

Additionally, prior to a Collateral Release Event, Charter Operating will not, and will not permit any Subsidiary to, directly or indirectly, Incur any Lien on any of its properties (including Equity Interests of a Subsidiary), whether owned at the Issue Date or thereafter acquired, to secure Equally and Ratably Secured Indebtedness without effectively providing that the Notes shall be secured equally and ratably on the assets of Charter Operating or such Subsidiary with the Equally and Ratably Secured Indebtedness so secured for so long as such Indebtedness for Borrowed Money is so secured.

(d)

Any Lien created for the benefit of the Holders of the Notes pursuant to clause (c) immediately above will provide by its terms that such Lien will be automatically and unconditionally released and discharged upon the release and discharge of the Lien that gave rise to such Lien created for the benefit of the Holders of the Notes.

(e)

This covenant requires only equal and ratable treatment in the application of proceeds of collateral and does not require that the Trustee have any ability to control the Collateral or the enforcement of remedies.

(f)

The reference to assets in clause (a) above means the assets of Charter Operating or any Material Subsidiary at the time of Incurrence of the Lien.

Merger and Consolidation

Charter Operating will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person (other than a Subsidiary Guarantor), unless:

(1)

the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not Charter Operating) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of Charter Operating under the Notes and the Indenture and the Successor Company (if not Charter Operating) shall, by supplement to the security documents, assume all obligations of Charter Operating under the Security Documents and make;

(2)

immediately after giving pro forma effect to such transaction, no Default shall have occurred and be continuing; and

(3)

Charter Operating shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the requirements of the Indenture.

For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of Charter Operating, which properties and assets, if held by Charter Operating instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of Charter Operating on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of Charter Operating.

The Successor Company will be the successor to Charter Operating and shall succeed to, and be substituted for, and may exercise every right and power of, Charter Operating under the Indenture, and the predecessor company, except in the case of a lease, shall be released from its obligations under the Indenture, any Security Documents and the Intercreditor Agreement, including the obligation to pay the principal of and interest on the Notes.

For the avoidance of doubt, this covenant will not apply to transactions by and among Charter Operating and its Subsidiaries.

Future Subsidiary Guarantors

Prior to the occurrence of a Collateral Release Event, Charter Operating will cause any Subsidiary (other than the Issuer) that is an obligor of, or issues a Guarantee with respect to, any Equally and Ratably Secured Indebtedness, to, in each case, within 15 days, (1) execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in the Indenture and (2) grant a Lien on its property and assets for the benefit of the Holders and the Trustee, to the extent required pursuant to the covenant described under “—Limitation on Liens.”

Reports

Charter Operating shall file with the Trustee, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is so required to be filed with the SEC. Charter Operating shall also comply with the other provisions of Trust Indenture Act Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes

only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

With respect to any original notes that have not been exchanged for notes in a transaction registered under the Securities Act of 1933, as amended, Charter Operating shall provide the Trustee and the Holders of the Notes with (i) annual consolidated financial statements of Charter Operating audited by Charter Operating’s independent public accountants within 90 days after the end of each Fiscal Year of Charter Operating and (ii) unaudited quarterly consolidated financial statements (including a balance sheet, income statement and cash flow statement for the fiscal quarter or quarters then ended and the corresponding fiscal quarter or quarters from the prior year) within 45 days of the end of each of the first three fiscal quarters of each Fiscal Year of Charter Operating. Such annual and quarterly financial statements will be prepared in accordance with GAAP.

Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect majority-owned subsidiaries of any Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of Charter Operating), if (i) such Parent (or other Person which, directly or indirectly, owns a majority the outstanding common equity interests of Charter Operating) has provided a guarantee with respect to the Notes and has furnished the Holders of the Notes or filed electronically with the SEC the reports described in the preceding paragraphs with respect to such Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common Equity Interests of Charter Operating) (including any consolidating financial information required by Regulation S-X relating to the Issuers), or (ii) such Parent (or other Person which, directly or indirectly, owns a majority the outstanding common equity interests of Charter Operating) has furnished the Holders of the Notes or filed electronically with the SEC the reports described in the preceding paragraphs with respect to such Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common Equity Interests of Charter Operating) (including any consolidating financial information required by Regulation S-X relating to the Issuers) and such reports include a brief explanation (or such explanation is otherwise made available to the Holders) of the material differences between the financial statements of such Parent and that of Charter Operating, then in each case, the Issuers shall be deemed to be in compliance with this covenant.

Any information filed with the SEC and available at www.SEC.gov or made available on any Parent’s website shall be deemed transmitted, filed and delivered as required under this covenant.

Events of Default

Each of the following is an Event of Default with respect to a series of Notes:

(1)

a default in the payment of interest on such series of Notes when due, continued for 30 days;

(2)

a default in the payment of principal of any note of such series when due at maturity, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise;

(3)

the failure by the Issuers or any Note Guarantor to comply for 90 days after notice with its covenants or other agreements (other than those described in clauses (1) and (2) above) contained in the Indenture;

(4)

certain events of bankruptcy, insolvency or reorganization of the Issuers or any Subsidiary Guarantor that is a Significant Subsidiary (or group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary) (the “bankruptcy provisions”);

(5)

any Note Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary (or Note Guarantees of any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary) ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee and/or the Indenture) or any Note Guarantor denies or disaffirms its obligations under its Note Guarantee; and

(6)

a material portion of the Collateral ceases to be subject to the Liens of the Security Documents (other than in accordance with the terms of the Indenture and the Security Documents) or any Issuer or Guarantor denies or disaffirms its obligations under the Security Documents to which it is party.

However, a default under clause (3) will not constitute an Event of Default with respect to a series of Notes until the Trustee or the Holders of 30% in principal amount of the outstanding Notes of such series notify the Issuers of the default and the Issuers do not cure such default within the time specified after receipt of such notice.

If an Event of Default with respect to a series of Notes occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Notes of such series may declare the principal of and accrued but unpaid interest on all the Notes of such series to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to the bankruptcy provisions (with respect to Charter Operating) occurs and is continuing, the principal of and interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders of the Notes. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes of a series may rescind any such acceleration with respect to the Notes of such series and its consequences.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture or the Security Documents at the request or direction of any of the Holders of a series of Notes unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Subject to the Intercreditor Agreement, except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a note of a series may pursue any remedy with respect to the Indenture or the Notes of such series unless:

(1)

such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2)

Holders of at least 30% in principal amount of the outstanding Notes of such series have requested the Trustee to pursue the remedy;

(3)

such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;

(4)

the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5)

Holders of a majority in principal amount of the outstanding Notes of such series have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to the terms of the Intercreditor Agreement and certain other restrictions, the Holders of a majority in principal amount of the outstanding Notes of a series are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to such series. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a note of such series or that would involve the Trustee in personal liability.

If a Default occurs, is continuing and is known to the Trustee, the Trustee must transmit to each Holder of the Notes of each series to which such Default applies notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any note, the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is not opposed to the interest of the Holders of the Notes. In addition, the Issuers are required to deliver to the Trustee, within 120 days after the end of each Fiscal Year of Charter Operating, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Issuers are required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults.

Amendments and Waivers

Subject to certain exceptions, the Indenture, the Intercreditor Agreement and the Security Documents may be amended with respect to the Notes of a series with the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) and any past Default or compliance with any provisions may also be waived with the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding. However, without the consent of each Holder of an outstanding note of a series affected thereby, an amendment or waiver may not, among other things:

(1)

reduce the amount of Notes whose Holders must consent to an amendment;

(2)

reduce the rate of or extend the time for payment of interest on any such note;

(3)

reduce the principal of or change the maturity date of any such note;

(4)

change the provisions applicable to the redemption of any such note as described under “—Optional Redemption” (other than the timing for the notice of redemption);

(5)

make any such note payable in money other than that stated in the note;

(6)

impair the right of any Holder of such Notes to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; provided, however, that an acceleration of such Notes may be rescinded and any payment default that resulted from such acceleration may be waived by the Holders of at least the percentage of aggregate principal amount of the Notes of such series required to amend the covenant or provision contained in the Indenture or any Note Guarantee, the breach of which resulted in such acceleration; or

(7)

make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions.

Notwithstanding the preceding, without the consent of the Holders of at least 66²/₃% in aggregate principal amount of the Notes of a series then outstanding, no amendment or waiver may make any change in any Security Document, the Intercreditor Agreement or the provisions in the Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens securing the Obligations in respect of the Notes of such series on all or substantially all of the Collateral.

Notwithstanding the preceding, without the consent of any Holder of the Notes, the Issuers, the Note Guarantors and the Trustee may amend the Indenture, the Intercreditor Agreement, any Note Guarantee or the Security Documents:

(1)

to cure any ambiguity, mistake, omission, defect or inconsistency;

(2)

to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents;

(3)

to provide for uncertificated notes in addition to or in place of certificated notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code);

(4)

to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees;

(5)

to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor;

(6)

to make any change that does not adversely affect the rights of any Holder;

(7)

to conform the text of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision of this “Description of Notes;

(8)

to make any amendment to the provisions of the Indenture relating to the transfer and legending of notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer notes;

(9)

to release Collateral from the Lien securing the Notes when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;

(10)

to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(11)

to issue exchange notes and related Note Guarantees as provided for in the registration rights agreement relating to the Notes; or

(12)

to release a Note Guarantor pursuant to the terms of the Indenture.

The consent of the Holders of the Notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the Indenture becomes effective, the Issuers are required to transmit to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment.

Neither the Issuers nor any Affiliate of the Issuers may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Transfer

The Notes will be issued in registered form and will be transferable only upon the surrender of the Notes being transferred for registration of transfer. The Issuers may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection with certain transfers and exchanges.

Satisfaction and Discharge

When (1) the Issuers deliver to the Trustee all outstanding Notes of a series for cancelation or (2) all outstanding Notes of a series have become due and payable, whether at maturity or on a redemption date as a result of the transmitting of a notice of redemption, and, in the case of clause (2), the Issuers irrevocably deposit with the Trustee money, U.S. Government Obligations or any combination thereof sufficient to pay at maturity or upon redemption all outstanding Notes of such series, including interest thereon to maturity or such redemption date, and if in either case the Issuers pay all other sums payable under the Indenture by us with respect to such series, then the Indenture shall, subject to certain exceptions, cease to be of further effect with respect to that series.

Defeasance

At any time, Issuers may terminate all their obligations under the Indenture with respect to a series of Notes (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Notes of such series, to replace mutilated, destroyed, lost or stolen Notes of such series, and to maintain a registrar and paying agent in respect of the Notes of such series.

In addition, at any time the Issuers may, with respect to a series of Notes, terminate their obligations under the covenants described under “—Certain Covenants” (other than the covenant described under the subheading “—Merger and Consolidation”), and the operation of the bankruptcy provisions with respect to Subsidiary Guarantors and the security default provision described under “—Defaults” above (“covenant defeasance”).

The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Issuers exercise their legal defeasance option with respect to a series of Notes, payment of the Notes of such series may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option with respect to a series of Notes, payment of the Notes of such series may not be accelerated because of an Event of Default specified in clause (3), (4) (with respect only to Subsidiary Guarantors) or (5) under “—Defaults” above. If the Issuers exercise their legal defeasance option or their covenant defeasance option with respect to a series of Notes, each Note Guarantor will be released from all of its obligations with respect to its Note Guarantee and the Security Documents related to such series of Notes.

In order to exercise either of the Issuers’ defeasance options with respect to a series of Notes, the Issuers must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money, U.S. Government Obligations or any combination thereof for the payment of principal and interest on the Notes of such series to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of (1) an Opinion of Counsel to the effect that Holders of such series of Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or other change in applicable federal income tax law) and (2) an Opinion of Counsel in the jurisdiction of organization of the Issuers (if other than the United States) to the effect that Holders of the Notes such series of will not recognize income, gain or loss for income tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to income tax of such jurisdiction on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred.

Concerning the Trustee

The Bank of New York Mellon Trust Company, N.A. is the Trustee under the Indenture. The Issuers have appointed The Bank of New York Mellon Trust Company, N.A. as registrar and paying agent with regard to the Notes.

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Issuers, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; provided, however, that if it acquires any conflicting interest it must either eliminate such conflict within 90 days or resign.

The Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. If an Event of Default occurs (and is not cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder shall have offered to the Trustee security or indemnity satisfactory to it against any loss, liability or expense and then only to the extent required by the terms of the Indenture.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of an Issuer or any Note Guarantor or any of their parent companies or subsidiaries will have any liability for any obligations of the Issuers or any Note Guarantor under the Notes, any Note Guarantee, any Security Document, the Intercreditor Agreement or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver and release may not be effective to waive liabilities under the U.S. federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Governing Law

The Indenture, the Intercreditor Agreement, the Notes and (subject to certain exceptions) the Security Documents will be governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

“Accounts” has the meaning ascribed to such term in the Applicable UCC.

“Acquisition Agreement” means that certain Agreement and Plan of Mergers, dated as of May 23, 2015, among Charter Communications, Inc., Time Warner Cable Inc., CCH I, LLC, Nina Corporation I, Inc., Nina Company II, LLC and Nina Company III, LLC.

“Acquisition Transactions” means the transactions contemplated by the Acquisition Agreement.

“Additional Collateral” means all of the following property of Charter Operating or any Subsidiary Guarantor, to the extent that a security interest in such property can be perfected by the filing of a Uniform Commercial Code financing statement: all Accounts, all Chattel Paper, all Documents, all Equipment, all Fixtures, all General Intangibles, all Instruments, all Intellectual Property, all Inventory, all Investment Property and all other property not otherwise described in this definition.

“Administrative Agent” means the administrative agent under the Credit Agreement, or any successor thereto.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Applicable UCC” means the Uniform Commercial Code as from time to time in effect in the State of Delaware, except as otherwise provided in the Security Documents.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor thereto.

“Business Day” means each day which is not a Legal Holiday.

“CCH” means Charter Communications Holdings, LLC, a Delaware limited liability company, together with its successors.

“CCH I” means, collectively, CCH I, LLC, a Delaware limited liability company, and CCH I Capital Corp., a Delaware corporation, together with its successors.

“CCH II” means, collectively, CCH II, LLC, a Delaware limited liability company, and CCH II Capital Corp., a Delaware corporation, together with its successors.

“CCHC” means Charter Communications Holding Company, LLC, a Delaware limited liability company, together with its successors.

“Charter Group” means the collective reference to the Designated Holding Companies, Charter Operating and its Subsidiaries.

“Chattel Paper” has the meaning ascribed to such term in the Applicable UCC.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all property and assets, whether now owned or hereafter acquired, in which Liens are, from time to time, purported to be granted to secure Obligations in respect of the Notes pursuant to the Security Documents.

“Collateral Agent” means The Bank of New York Mellon Trust Company, N.A. until a successor replaces it and, thereafter, means such successor.

“Collateral Release Event” shall occur on the first date when (A) there is no Equally and Ratably Secured Indebtedness outstanding (or, all Equally and Ratably Secured Indebtedness outstanding on such date shall cease to constitute Equally and Ratably Secured Indebtedness substantially concurrently with the release of the Liens on the Collateral securing the Notes and the Note Guarantees) and (B) the Issuers have delivered an Officers’ Certificate to the Trustee certifying that the condition set forth in clause (A) above is satisfied.

“Consolidated Net Worth” means, with respect to any Person, at the date of any determination, the consolidated stockholders’ or owners’ equity of the holders of Equity Interests or partnership interests of such Person and its subsidiaries, determined on a consolidated basis in accordance with GAAP consistently applied, which, for the avoidance of doubt, may, at the Issuers’ option, be calculated on a consolidated basis in accordance with GAAP on a pro forma basis to give effect to any assets acquired or to be acquired on or before the date of calculation.

“Credit Agreement” means the Credit Agreement, dated as of March 18, 1999, as amended and restated on April 11, 2012 and May 18, 2016, among CCO Holdings, LLC, Charter Operating, the lenders party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto together with the related documents thereto (including any term loans and revolving loans thereunder, any guarantees and security documents), as further amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing indebtedness incurred to refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any other lender or group of lenders.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.

“Designated Holding Companies” means Charter Communications, Inc. and certain of its subsidiaries that are direct or indirect owners of Equity Interests of the Issuers.

“Designated Parent Companies” means Charter Communications, Inc., CCH II, CCH I, New Charter, CCH and CCHC.

“Documents” has the meaning ascribed to such term in the Applicable UCC.

“Domestic Subsidiary” means each Subsidiary other than a Foreign Subsidiary.

“Equipment” has the meaning ascribed to such term in the Applicable UCC.

“Equally and Ratably Secured Indebtedness” means all Indebtedness for Borrowed Money of an Issuer or a Material Subsidiary of Charter Operating that is secured by any Lien on any assets of Charter Operating or any of its Material Subsidiaries that is not a Permitted Lien.

“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of Equity Interests of a corporation, any and all classes of membership interests in a limited liability company, any and all classes of partnership interests in a partnership and any and all other equivalent ownership interests in a Person, and any and all warrants, rights or options to purchase any of the foregoing.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Existing TWC Notes” means any debt securities of Time Warner Cable Inc. or any of its Subsidiaries (other than debt securities held by Time Warner Cable Inc. or any of its Subsidiaries) outstanding on May 18, 2016.

“First Lien Obligations” means Obligations under the Notes, the Credit Agreement (including related secured interest rate agreements), the TWC Notes and each other type of outstanding (now or in the future) Indebtedness for Borrowed Money that has a pari passu Lien on the Collateral with the obligations under the Notes, the holders of which are subject to the Intercreditor Agreement.

“Fiscal Year” means the fiscal year of the entity, which in the case of Charter Operating, at the date hereof ends on December 31.

“Fixtures” has the meaning ascribed to such term in the Applicable UCC.

“Foreign Subsidiary” means any (i) Subsidiary that is not organized under the laws of the United States of America or any State thereof or the District of Columbia or (ii) Subsidiary of as Person described in clause (i) of this definition.

“Foreign Subsidiary Voting Equity Interests” means the voting Equity Interests of any Foreign Subsidiary described in clause (i) of the definition thereof.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the date of the Indenture.

“General Intangibles” has the meaning ascribed to such term in the Applicable UCC.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Guarantee” means, (i) when used as a noun, a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness For Borrowed Money or other obligations; and (ii) when used as a verb means to enter into a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness For Borrowed Money.

“Guaranty Agreement” means a supplemental indenture, in a form reasonably satisfactory to the Trustee, pursuant to which a Note Guarantor guarantees the Issuers’ obligations with respect to the Notes on the terms provided for in the Indenture.

“Holder” means the Person in whose name a note is registered on the registrar’s books.

“Increased Amount” means any increase in the amount of Indebtedness for Borrowed Money in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional indebtedness with the same terms, and accretion of original issue discount and increases in the amount of indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing indebtedness.

“Incur” means issue, assume, enter into a Guarantee, incur or otherwise become liable for. The term “Incurrence” when used as a noun shall have a correlative meaning.

“Indebtedness For Borrowed Money” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all indebtedness of such Person evidenced by bonds, debentures, notes or similar instruments and (c) all Guarantee obligations of such Person with respect to indebtedness of the type described in clauses (a) and (b) above of others. The Indebtedness For Borrowed Money of any Person shall include the Indebtedness For Borrowed Money of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other contractual relationship with such entity, except to the extent the terms of such Indebtedness For Borrowed Money provide that such Person is not liable therefor.

“Instruments” has the meaning ascribed to such term in the Applicable UCC.

“Intellectual Property” means the collective reference to all rights, priorities and privileges in and to the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, in each case, whether arising under United States, multinational or foreign laws or otherwise, including the right to receive all proceeds and damages therefrom.

“Intercompany Obligations” means all obligations, whether constituting General Intangibles or otherwise, owing to an Issuer or any Note Guarantor by certain affiliates thereof.

“Intercreditor Agreement” means the Intercreditor Agreement dated as of the date of consummation of the Acquisition Transactions by and among the Collateral Agent, the Administrative Agent and each additional Authorized Representative from time to time party thereto, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

“Inventory” has the meaning ascribed to such term in the Applicable UCC.

“Investment Property” means the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the Applicable UCC (other than any Foreign Subsidiary Voting Equity Interests excluded from the definition of “Pledged Stock”) and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.

“Investments” means any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or any purchase of Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a significant part of a business unit of, or any other investment in, any Person.

“Issue Date” means the date the Notes are first issued.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York.

“Lien” means any mortgage, pledge, security interest or lien; provided, however, that in no event shall a lease be deemed to constitute a Lien.

“Material Subsidiary” means any Person that is a Domestic Subsidiary if, at the end of the most recent fiscal quarter of Charter Operating, the aggregate amount, determined in accordance with GAAP consistently applied, of securities of, loans and advances to, and other Investments in, such Person held by Charter Operating and its Subsidiaries exceeded 10% of Charter Operating’s Consolidated Net Worth.

“New Charter” means the successor entity to CCH I, which successor entity became the new public company parent following the completion of the Acquisition Transactions and is now known as Charter Communications, Inc.

“Non-Recourse Subsidiary” has the meaning provided in the Credit Agreement on the Issue Date (which term is generally defined as certain Subsidiaries of Charter Operating that are not obligors under the Credit Agreement, are not subject to certain of the restrictions in the Credit Agreement and whose financial position and results of operations are excluded from calculations under the Credit Agreement).

“Note Guarantee” means a Guarantee by a Note Guarantor of the Issuers’ obligations with respect to the Notes.

“Note Guarantor” means a Subsidiary Guarantor.

“Obligations” means, with respect to any Indebtedness, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements and other amounts payable pursuant to the documentation governing such Indebtedness.

“Officer” means the Chairman of the Board, the President, any Vice President, the Treasurer or the Secretary of any Issuer.

“Officers’ Certificate” means a certificate signed by two Officers.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuers or the Trustee.

“Parent” means (i) any of the Designated Parent Companies, CCO Holdings, LLC, and each of their respective successors (by way of conversion, merger and amalgamation), and/or any direct or indirect Subsidiary of the foregoing a majority of the Equity Interests of which is owned directly or indirectly by one or more of the foregoing Persons, as applicable, and that directly or indirectly beneficially owns a majority of the Equity Interests of CCO Holdings, LLC, and any successor Person to any of the foregoing.; and (ii) any holding company of the foregoing where the direct or indirect holders of the voting stock of such holding company immediately following the transaction where the holding company became a holding company are substantially the same as the holders of our voting stock immediately prior to that transaction.

“Patent License” means all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent.

“Patents” means (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof and (iii) all rights to obtain any reissues or extensions of the foregoing.

“Permitted Liens” means:

(1)

Liens Incurred by Subsidiaries of Charter Operating to secure Indebtedness of such Subsidiaries to Charter Operating or to one or more other Subsidiaries of Charter Operating;

(2)

Liens existing on the Issue Date (other than Liens securing obligations under the Credit Agreement or the Existing TWC Notes);

(3)

Liens (excluding for the avoidance of doubt, any Liens securing the Existing TWC Notes) affecting property of a Person existing at the time it becomes a Subsidiary of Charter Operating or at the time it merges into or consolidates with Charter Operating or a Subsidiary of Charter Operating or at the time of a sale, lease or other disposition of all or substantially all of the properties of such Person to Charter Operating or any of its Subsidiaries;

(4)

Liens (excluding for the avoidance of doubt, any Liens securing the Existing TWC Notes) on property or assets existing at the time of the acquisition thereof or incurred to secure payment of all or a part of the purchase price thereof or to secure indebtedness incurred prior to, at the time of, or within 18 months after the acquisition thereof for the purpose of financing all or part of the purchase price thereof, in a principal amount not exceeding 110% of the purchase price;

(5)

Liens on any property to secure all or part of the cost of improvements or construction thereon or indebtedness incurred to provide funds for such purpose in a principal amount not exceeding 110% of the cost of such improvements or construction;

(6)

Liens on shares of stock, indebtedness or other securities or assets of a Person that is not a Subsidiary of Charter Operating;

(7)

any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens described in clauses (2), (3), (4), (5), (6), (9), (10) and (11) (it being understood that any such Liens described in clause (10) extended, renewed or replaced shall still be deemed outstanding for the purposes of such clause (10) and permitted thereunder), of this definition, for amounts not exceeding the principal amount of the Indebtedness secured by the Lien so extended, renewed or replaced (plus an amount equal to any premiums, accrued interest, fees and expenses payable in connection therewith); provided, however, that such extension, renewal or replacement Lien is limited to all or a part of the same assets that were covered by the Lien extended renewed or replaced (plus improvements on such assets and any Liens on assets that could have secured the Indebtedness pursuant to written agreements and instruments existing at the time);

(8)

with respect to the Notes of each series, Liens securing Obligations in respect of the Notes of such series and the Note Guarantees thereof and Liens in favor of the Trustee;

(9)

Liens resulting from progress payments or partial payments under United States government contracts or subcontracts;

(10)

Liens arising or existing in connection with Indebtedness in an aggregate principal amount not exceeding at the time such Lien is issued, created or assumed the greater of (a) 15% of the Consolidated Net Worth of Charter Operating and (b) $7 billion; and

(11)

Liens securing the Increased Amount of Indebtedness for Borrowed Money so long as the Lien securing such Indebtedness for Borrowed Money was permitted under the Indenture.

“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Pledged LLC Interests” means, in each case, whether now existing or hereafter acquired, all of a Grantor’s right, title and interest in and to:

(1)

any Securities Issuer (other than any Non-Recourse Subsidiary) that is a limited liability company, but not any of such Grantor’s obligations from time to time as a holder of interests in any such Securities Issuer (unless the Administrative Agent or its designee, on behalf of the Administrative Agent, shall elect to become a holder of interests in any such Securities Issuer in connection with its exercise of remedies pursuant to the terms hereof);

(2)

any and all moneys due and to become due to such Grantor now or in the future by way of a distribution made to such Grantor in its capacity as a holder of interests in any such Securities Issuer or otherwise in respect of such Grantor’s interest as a holder of interests in any such Securities Issuer;

(3)

any other property of any such Securities Issuer to which such Grantor now or in the future may be entitled in respect of its interests in any such Securities Issuer by way of distribution, return of capital or otherwise;

(4)

any other claim or right which such Grantor now has or may in the future acquire in respect of its interests in any such Securities Issuer;

(5)

the organizational documents of any such Securities Issuer;

(6)

all certificates, options or rights of any nature whatsoever that may be issued or granted by any such Securities Issuer to such Grantor while the Collateral Agreement is in effect; and

(7)

to the extent not otherwise included, all Proceeds of any or all of the foregoing.

“Pledged Notes” means, with respect to the Issuers and the Subsidiary Guarantors, any promissory note evidencing loans made by any Grantor to any member of the Charter Group.

“Pledged Partnership Interests” means, in each case, whether now existing or hereafter acquired, all of a Grantor’s right, title and interest in and to:

(1)

any Securities Issuer (other than any Non-Recourse Subsidiary) that is a partnership, but not any of such Grantor’s obligations from time to time as a general or limited partner, as the case may be, in any such Securities Issuer (unless the Administrative Agent or its designee, on behalf of the Administrative Agent, shall elect to become a general or limited partner, as the case may be, in any such Securities Issuer in connection with its exercise of remedies pursuant to the terms hereof);

(2)

any and all moneys due and to become due to such Grantor now or in the future by way of a distribution made to such Grantor in its capacity as a general partner or limited partner, as the case may be, in any such Securities Issuer or otherwise in respect of such Grantor’s interest as a general partner or limited partner, as the case may be, in any such Issuer;

(3)

any other property of any such Securities Issuer to which such Grantor now or in the future may be entitled in respect of its interests as a general partner or limited partner, as the case may be, in any such Securities Issuer by way of distribution, return of capital or otherwise;

(4)

any other claim or right which such Grantor now has or may in the future acquire in respect of its general or limited partnership interests in any such Securities Issuer;

(5)

the partnership agreement or other organizational documents of any such Securities Issuer;

(6)

all certificates, options or rights of any nature whatsoever that may be issued or granted by any such Securities Issuer to such Grantor while the Collateral Agreement is in effect; and

(7)

to the extent not otherwise included, all Proceeds of any or all of the foregoing.

“Pledged Securities” means the collective reference to the Pledged Notes and the Pledged Stock, together with the Proceeds thereof.

“Pledged Stock” means the Equity Interests identified as such under the Collateral Agreement, together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests with respect to the Issuers and any Subsidiary Guarantor, of any Person (other than any Non-Recourse Subsidiary) that may be issued or granted to, or held by, an Issuer or any Subsidiary Guarantor.

“Proceeds” means all “proceeds” as such term is defined in Section 9-102(a)(64) of the Applicable UCC and, in any event, shall include, without limitation, all dividends, distributions or other income from the Pledged Securities and Investment Property, collections thereon or distributions or payments with respect thereto.

“principal” of a note means the principal of the note plus the premium, if any, payable on the note which is due or overdue or is to become due at the relevant time.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, purchase, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinancing” shall have a correlative meaning.

“Requirement of Law” means, as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securities Issuers” means the collective reference to each issuer of any Pledged Securities.

“Security Documents” means the mortgages, deeds of trust, deeds to secure debt, security agreements, pledge agreements, agency agreements and other instruments and documents executed and delivered pursuant to the Indenture or any of the foregoing, as the same may be amended, supplemented or otherwise modified from time to time and pursuant to which Collateral is pledged, assigned or granted to or on behalf of the Collateral Agent for the ratable benefit of the Trustee and the Holders.

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by:

(1)

such Person;

(2)

such Person and one or more Subsidiaries of such Person; or

(3)

one or more Subsidiaries of such Person.

Unless otherwise specified, each reference to a Subsidiary will refer to a Subsidiary of Charter Operating.

“Subsidiary Guarantor” means each Subsidiary of Charter Operating that executes the Indenture as a Guarantor and each other Subsidiary of Charter Operating that thereafter Guarantees the Notes pursuant to the terms of the Indenture until released from its Subsidiary Guarantee.

“Supporting Obligations” has the meaning ascribed to such term in the Applicable UCC.

“Trademark License” means any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark.

“Trademarks” means (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto and (ii) the right to obtain all renewals thereof.

“Trustee” means The Bank of New York Mellon Trust Company, N.A. until a successor replaces it and, thereafter, means such successor.

“Trust Officer” means any officer of the Trustee assigned by the Trustee to administer its corporate trust matters.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.

“Voting Stock” of a Person means all classes of Equity Interests of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Wholly Owned Subsidiary” means, as to any Person, any other Person all of the Equity Interests of which (other than directors’ qualifying shares required by law) are owned by such Person directly or through other Wholly Owned Subsidiaries or a combination thereof.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain United States federal income tax considerations relating to the exchange of original notes for new notes in the exchange offer. It does not contain a complete analysis of all the potential tax considerations relating to the exchange. This summary is limited to holders of original notes who hold the original notes as “capital assets” within the meaning of Section 1221 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (in general, assets held for investment). Special situations, such as the following, are not addressed:

•

tax consequences to holders who may be subject to special tax treatment, such as tax-exempt entities, dealers in securities or currencies, banks, other financial institutions, insurance companies, regulated investment companies, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings or corporations that accumulate earnings to avoid United States federal income tax;

•

tax consequences to persons holding notes as part of a hedging, integrated, constructive sale or conversion transaction or a straddle or other risk reduction transaction;

•

tax consequences to holders whose “functional currency” is not the United States dollar;

•

tax consequences to persons who hold notes through a partnership or similar pass-through entity;

•

United States federal gift tax, estate tax or alternative minimum tax consequences, if any; or

•

any state, local or non-United States tax consequences.

The discussion below is based upon the provisions of the Code, existing and proposed Treasury regulations promulgated thereunder, and rulings, judicial decisions and administrative interpretations thereunder, as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those discussed below.

Consequences of Tendering Original Notes

The exchange of your original notes for new notes in the exchange offer should not constitute an exchange for United States federal income tax purposes because the new notes should not be considered to differ materially in kind or extent from the original notes. Accordingly, the exchange offer should have no United States federal income tax consequences to you if you exchange your original notes for new notes. For example, there should be no change in your tax basis and your holding period should carry over to the new notes. In addition, the United States federal income tax consequences of holding and disposing of your new notes should be the same as those applicable to your original notes.

The preceding discussion of certain United States federal income tax considerations of the exchange offer is for general information only and is not tax advice. Accordingly, each holder should consult its own tax advisor as to particular tax consequences to it of exchanging original notes for new notes, including the applicability and effect of any state, local or foreign tax laws, and of any proposed changes in applicable laws.

PLAN OF DISTRIBUTION

A broker-dealer that is the holder of original notes that were acquired for the account of such broker-dealer as a result of market-making or other trading activities, other than original notes acquired directly from us or any of our affiliates may exchange such original notes for new notes pursuant to the exchange offer. This is true so long as each broker-dealer that receives new notes for its own account in exchange for original notes, where such original notes were acquired by such broker-dealer as a result of market-making or other trading activities acknowledges that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for original notes where such original notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after consummation of the exchange offer or such time as any broker-dealer no longer owns any registrable securities, we will make this prospectus, as it may be amended or supplemented from time to time, available to any broker-dealer for use in connection with any such resale. All dealers effecting transactions in the new notes will be required to deliver a prospectus.

We will not receive any proceeds from any sale of new notes by broker-dealers or any other holder of new notes. New notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit on any such resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of instruction states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after consummation of the exchange offer (or, if earlier, until such time as any broker-dealer no longer owns any registrable securities), we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that reasonably requests such documents. We have agreed to pay all expenses incident to the exchange offer and to our performance of, or compliance with, the exchange and registration rights agreement (other than commissions or concessions of any brokers or dealers) and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

The validity of the new notes offered in this prospectus will be passed upon for the Issuers by Kirkland & Ellis, LLP.

EXPERTS

The consolidated financial statements of CCO Holdings, LLC and subsidiaries as of December 31, 2015 and 2014, and for each of the years in the three-year period ended December 31, 2015, have been incorporated by reference herein, in reliance upon the report of KPMG LLP, an independent registered public accounting firm, appearing in Exhibit 99.2 to the CCO Holdings, LLC Current Report on Form 8-K filed with the SEC on June 6, 2016, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Time Warner Cable Inc. appearing in Time Warner Cable Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2015, and the effectiveness of Time Warner Cable Inc.’s internal control over financial reporting as of December 31, 2015 have been audited by Ernst & Young LLP, an independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Bright House Networks, LLC and subsidiaries as of December 31, 2015 and 2014, and for each of the years in the three-year period ended December 31, 2015, have been incorporated by reference herein, in reliance upon the report of KPMG LLP, an independent auditor, appearing in Charter Communications, Inc.’s Current Report on Form 8-K filed with the SEC on April 7, 2016 incorporated by reference herein.

WHERE YOU CAN FIND MORE INFORMATION

The indenture governing the notes provides that, regardless of whether they are at any time required to file reports with the SEC, the Issuers will file with the SEC and furnish to the holders of the notes all such reports and other information as would be required to be filed with the SEC if the Issuers were subject to the reporting requirements of the Exchange Act; provided, that so long as CCO Holdings guarantees the obligations under the Notes, the reports of CCO Holdings filed with the SEC shall satisfy this requirement.

While any notes remain outstanding, the Issuers will make available upon request to any holder and any prospective purchaser of notes the information required pursuant to Rule 144A(d)(4) under the Securities Act during any period in which the Issuers are not subject to Section 13 or 15(d) of the Exchange Act. This prospectus contains summaries, believed to be accurate in all material respects, of certain terms of certain agreements regarding this exchange offer and the notes (including but not limited to the indenture governing the notes), but reference is hereby made to the actual agreements, copies of which will be made available to you upon request, for complete information with respect thereto, and all such summaries are qualified in their entirety by this reference. Any such request for the agreements summarized herein should be directed to Investor Relations, CCO Holdings, LLC, 400 Atlantic Street, 10th Floor, Stamford, Connecticut 06901; Telephone (203) 905-7801.

Any requests for assistance or for additional copies of this prospectus, related materials or documents required in connection with surrenders of original notes for conversion should be directed to the exchange agent at the address set forth below. A holder may also contact such holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer.

The exchange agent for the exchange offer is:

The Bank of New York Mellon Trust Company, N.A.

c/o The Bank of New York Mellon Corporation

Corporate Trust Operations- Reorganization Unit

111 Sanders Creek Parkway

East Syracuse, NY 13057

Attn: Dacia Brown-Jones

Tel: 315-414-3349

Facsimile: 732-667-9408

Email: CT_REORG_UNIT_INQUIRIES@bnymellon.com

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers

Delaware

Each of Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, AdCast North Carolina Cable Advertising, LLC, Alabanza LLC, America’s Job Exchange LLC, American Cable Entertainment Company, LLC, Athens Cablevision, LLC, BHN Home Security Services, LLC, BHN Spectrum Investments, LLC, Bresnan Broadband Holdings, LLC, Bresnan Broadband of Colorado, LLC, Bresnan Communications, LLC, Bresnan Digital Services, LLC, Bresnan Microwave of Montana, LLC, Bright House Networks Information Services (Alabama), LLC, Bright House Networks Information Services (California), LLC, Bright House Networks Information Services (Florida), LLC, Bright House Networks Information Services (Indiana), LLC, Bright House Networks Information Services (Michigan), LLC, Bright House Networks, LLC, Cable Equities Colorado, LLC, Cable Equities of Colorado Management LLC, CC 10, LLC, CC Fiberlink, LLC, CC Michigan, LLC, CC Systems, LLC, CC V Holdings, LLC, CC VI Fiberlink, LLC, CC VI Operating Company, LLC, CC VII Fiberlink, LLC, CC VIII Fiberlink, LLC, CC VIII Holdings, LLC, CC VIII Operating, LLC, CC VIII, LLC, CCO Fiberlink, LLC, CCO Holdco Transfers VII, LLC, CCO LP, LLC, CCO NR Holdings, LLC, CCO Purchasing, LLC, CCO SoCal I, LLC, CCO SoCal II, LLC, CCO SoCal Vehicles, LLC, CCO Transfers, LLC, Charter Advanced Services (AL), LLC, Charter Advanced Services (CA), LLC, Charter Advanced Services (CO), LLC, Charter Advanced Services (CT), LLC, Charter Advanced Services (GA), LLC, Charter Advanced Services (IL), LLC, Charter Advanced Services (IN), LLC, Charter Advanced Services (KY), LLC, Charter Advanced Services (LA), LLC, Charter Advanced Services (MA), LLC, Charter Advanced Services (MD), LLC, Charter Advanced Services (MI), LLC, Charter Advanced Services (MN), LLC, Charter Advanced Services (MO), LLC, Charter Advanced Services (MS), LLC, Charter Advanced Services (MT), LLC, Charter Advanced Services (NC), LLC, Charter Advanced Services (NE), LLC, Charter Advanced Services (NH), LLC, Charter Advanced Services (NV), LLC, Charter Advanced Services (NY), LLC, Charter Advanced Services (OH), LLC, Charter Advanced Services (OR), LLC, Charter Advanced Services (PA), LLC, Charter Advanced Services (SC), LLC, Charter Advanced Services (TN), LLC, Charter Advanced Services (TX), LLC, Charter Advanced Services (UT), LLC, Charter Advanced Services (VA), LLC, Charter Advanced Services (VT), LLC, Charter Advanced Services (WA), LLC, Charter Advanced Services (WI), LLC, Charter Advanced Services (WV), LLC, Charter Advanced Services (WY), LLC, Charter Advanced Services VIII (MI), LLC, Charter Advanced Services VIII (MN), LLC, Charter Advanced Services VIII (WI), LLC, Charter Advertising of Saint Louis, LLC, Charter Cable Operating Company, LLC, Charter Cable Partners, LLC, Charter Communications Entertainment I, LLC, Charter Communications Entertainment II, LLC, Charter Communications Entertainment, LLC, Charter Communications of California, LLC, Charter Communications Properties LLC, Charter Communications Ventures, LLC, Charter Communications VI, L.L.C., Charter Communications VII, LLC, Charter Communications, LLC, Charter Distribution, LLC, Charter Fiberlink – Alabama, LLC, Charter Fiberlink – Georgia, LLC, Charter Fiberlink - Illinois, LLC, Charter Fiberlink – Maryland II, LLC, Charter Fiberlink – Michigan, LLC, Charter Fiberlink – Missouri, LLC, Charter Fiberlink – Nebraska, LLC, Charter Fiberlink – Pennsylvania, LLC, Charter Fiberlink – Tennessee, LLC, Charter Fiberlink AR-CCVII, LLC, Charter Fiberlink CA-CCO, LLC, Charter Fiberlink CC VIII, LLC, Charter Fiberlink CCO, LLC, Charter Fiberlink CT-CCO, LLC, Charter Fiberlink LA-CCO, LLC, Charter Fiberlink MA-CCO, LLC, Charter Fiberlink MS-CCVI, LLC, Charter Fiberlink NC-CCO, LLC, Charter Fiberlink NH-CCO, LLC, Charter Fiberlink NV-CCVII, LLC, Charter Fiberlink NY-CCO, LLC, Charter Fiberlink OH-CCO, LLC, Charter Fiberlink OR-CCVII, LLC, Charter Fiberlink SC-CCO, LLC, Charter Fiberlink TX-CCO, LLC, Charter Fiberlink VA-CCO, LLC, Charter Fiberlink VT-CCO, LLC, Charter Fiberlink WA-CCVII, LLC, Charter Helicon, LLC, Charter Home Security, LLC, Charter Leasing Holding Company, LLC, Charter Leasing of Wisconsin, LLC, Charter RMG, LLC, Charter Stores FCN, LLC, Charter Video Electronics, LLC, DukeNet Communications Holdings, LLC, DukeNet Communications, LLC, Falcon Cable Communications, LLC, Falcon

II-1

Community Cable, L.P., Falcon First Cable of the Southeast, LLC, Falcon First, LLC, Falcon Video Communications, L.P., Helicon Partners I, L.P., Hometown T.V., LLC, HPI Acquisition Co. LLC, ICI Holdings, LLC, Insight Blocker LLC, Insight Capital LLC, Insight Communications Company, L.P., Insight Communications Midwest, LLC, Insight Communications of Central Ohio, LLC, Insight Communications of Kentucky, L.P., Insight Interactive, LLC, Insight Kentucky Capital, LLC, Insight Kentucky Partners I, L.P., Insight Kentucky Partners II, L.P., Insight Midwest Holdings, LLC, Insight Midwest, L.P., Insight Phone of Indiana, LLC, Insight Phone of Kentucky, LLC, Insight Phone of Ohio, LLC, Interactive Cable Services, LLC, Interlink Communications Partners, LLC, Intrepid Acquisition LLC, Long Beach, LLC, Marcus Cable Associates, L.L.C., Marcus Cable of Alabama, L.L.C., Marcus Cable, LLC, Midwest Cable Communications, LLC, NaviSite LLC, New Wisconsin Procurement LLC, Oceanic Time Warner Cable LLC, Parity Assets LLC, Peachtree Cable TV, L.P., Peachtree Cable TV, LLC, Phone Transfers (AL), LLC, Phone Transfers (CA), LLC, Phone Transfers (GA), LLC, Phone Transfers (NC), LLC, Phone Transfers (TN), LLC, Phone Transfers (VA), LLC, Renaissance Media LLC, Rifkin Acquisition Partners, LLC, Robin Media Group, LLC, Scottsboro TV Cable, LLC, The Helicon Group, L.P., Time Warner Cable Business LLC, Time Warner Cable Enterprises LLC, Time Warner Cable Information Services (Alabama), LLC, Time Warner Cable Information Services (Arizona), LLC, Time Warner Cable Information Services (California), LLC, Time Warner Cable Information Services (Colorado), LLC, Time Warner Cable Information Services (Hawaii), LLC, Time Warner Cable Information Services (Idaho), LLC, Time Warner Cable Information Services (Illinois), LLC, Time Warner Cable Information Services (Indiana), LLC, Time Warner Cable Information Services (Kansas), LLC, Time Warner Cable Information Services (Kentucky), LLC, Time Warner Cable Information Services (Maine), LLC, Time Warner Cable Information Services (Massachusetts), LLC, Time Warner Cable Information Services (Michigan), LLC, Time Warner Cable Information Services (Missouri), LLC, Time Warner Cable Information Services (Nebraska), LLC, Time Warner Cable Information Services (New Hampshire), LLC, Time Warner Cable Information Services (New Jersey), LLC, Time Warner Cable Information Services (New Mexico), LLC, Time Warner Cable Information Services (New York), LLC, Time Warner Cable Information Services (North Carolina), LLC, Time Warner Cable Information Services (Ohio), LLC, Time Warner Cable Information Services (Pennsylvania), LLC, Time Warner Cable Information Services (South Carolina), LLC, Time Warner Cable Information Services (Tennessee), LLC, Time Warner Cable Information Services (Texas), LLC, Time Warner Cable Information Services (Virginia), LLC, Time Warner Cable Information Services (Washington), LLC, Time Warner Cable Information Services (West Virginia), LLC, Time Warner Cable Information Services (Wisconsin), LLC, Time Warner Cable International LLC, Time Warner Cable Internet Holdings III LLC, Time Warner Cable Internet Holdings LLC, Time Warner Cable Internet LLC, Time Warner Cable, LLC, Time Warner Cable Media LLC, Time Warner Cable Midwest LLC, Time Warner Cable New York City LLC, Time Warner Cable Northeast LLC, Time Warner Cable Pacific West LLC, Time Warner Cable Services LLC, Time Warner Cable Southeast LLC, Time Warner Cable Sports LLC, Time Warner Cable Texas LLC, TWC Administration LLC, TWC Communications, LLC, TWC Digital Phone LLC, TWC Media Blocker LLC, TWC News and Local Programming Holdco LLC, TWC News and Local Programming LLC, TWC Regional Sports Network I LLC, TWC Security LLC, TWC SEE Holdco LLC, TWC Wireless LLC, TWC/Charter Dallas Cable Advertising, LLC, TWC/Charter Green Bay Cable Advertising, LLC, TWC/Charter Los Angeles Cable Advertising, LLC, TWCIS Holdco LLC, Vista Broadband Communications, LLC, VOIP Transfers (AL), LLC, VOIP Transfers (CA), LLC, VOIP Transfers (GA), LLC, VOIP Transfers (NC), LLC, VOIP Transfers (TN), LLC,VOIP Transfers (VA), LLC and Wisconsin Procurement Holdco LLC, is formed or incorporated under the laws of the State of Delaware.

Limited Liability Companies

Section 18-108 of the Delaware Limited Liability Company Act authorizes a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement.

II-2

The certificates of formation of CC VIII Operating, LLC, CC VIII, LLC, Falcon First Cable of the Southeast, LLC, Falcon First, LLC and Insight Capital LLC provide for indemnification of all persons who may be indemnified under Section 18-108 of the Delaware Limited Liability Company Act to the fullest extent permitted by such section.

The limited liability company agreements of Charter Communications Operating, LLC, CCO Holdings, LLC, AdCast North Carolina Cable Advertising, LLC, Alabanza LLC, America’s Job Exchange LLC, American Cable Entertainment Company, LLC, Athens Cablevision, LLC, BHN Home Security Services, LLC, BHN Spectrum Investments, LLC, Bresnan Broadband Holdings, LLC, Bresnan Broadband of Colorado, LLC, Bresnan Communications, LLC, Bresnan Digital Services, LLC, Bresnan Microwave of Montana, LLC, Bright House Networks Information Services (Alabama), LLC, Bright House Networks Information Services (California), LLC, Bright House Networks Information Services (Florida), LLC, Bright House Networks Information Services (Indiana), LLC, Bright House Networks Information Services (Michigan), LLC, Bright House Networks, LLC, Cable Equities Colorado, LLC, Cable Equities of Colorado Management LLC, CC 10, LLC, CC Fiberlink, LLC, CC Michigan, LLC, CC Systems, LLC, CC V Holdings, LLC, CC VI Fiberlink, LLC, CC VI Operating Company, LLC, CC VII Fiberlink, LLC, CC VIII Fiberlink, LLC, CC VIII Holdings, LLC, CC VIII Operating, LLC, CCO Fiberlink, LLC, CCO Holdco Transfers VII, LLC, CCO LP, LLC, CCO NR Holdings, LLC, CCO Purchasing, LLC, CCO SoCal I, LLC, CCO SoCal II, LLC, CCO SoCal Vehicles, LLC, CCO Transfers, LLC, Charter Advanced Services (AL), LLC, Charter Advanced Services (CA), LLC, Charter Advanced Services (CO), LLC, Charter Advanced Services (CT), LLC, Charter Advanced Services (GA), LLC, Charter Advanced Services (IL), LLC, Charter Advanced Services (IN), LLC, Charter Advanced Services (KY), LLC, Charter Advanced Services (LA), LLC, Charter Advanced Services (MA), LLC, Charter Advanced Services (MD), LLC, Charter Advanced Services (MI), LLC, Charter Advanced Services (MN), LLC, Charter Advanced Services (MO), LLC, Charter Advanced Services (MS), LLC, Charter Advanced Services (MT), LLC, Charter Advanced Services (NC), LLC, Charter Advanced Services (NE), LLC, Charter Advanced Services (NH), LLC, Charter Advanced Services (NV), LLC, Charter Advanced Services (NY), LLC, Charter Advanced Services (OH), LLC, Charter Advanced Services (OR), LLC, Charter Advanced Services (PA), LLC, Charter Advanced Services (SC), LLC, Charter Advanced Services (TN), LLC, Charter Advanced Services (TX), LLC, Charter Advanced Services (UT), LLC, Charter Advanced Services (VA), LLC, Charter Advanced Services (VT), LLC, Charter Advanced Services (WA), LLC, Charter Advanced Services (WI), LLC, Charter Advanced Services (WV), LLC, Charter Advanced Services (WY), LLC, Charter Advanced Services VIII (MI), LLC, Charter Advanced Services VIII (MN), LLC, Charter Advanced Services VIII (WI), LLC, Charter Advertising of Saint Louis, LLC, Charter Cable Operating Company, LLC, Charter Cable Partners, LLC, Charter Communications Entertainment I, LLC, Charter Communications Entertainment II, LLC, Charter Communications Entertainment, LLC, Charter Communications of California, LLC, Charter Communications Properties LLC, Charter Communications Ventures, LLC, Charter Communications VI, L.L.C., Charter Communications VII, LLC, Charter Communications, LLC, Charter Distribution, LLC, Charter Fiberlink – Alabama, LLC, Charter Fiberlink – Georgia, LLC, Charter Fiberlink - Illinois, LLC, Charter Fiberlink – Maryland II, LLC, Charter Fiberlink – Michigan, LLC, Charter Fiberlink – Missouri, LLC, Charter Fiberlink – Nebraska, LLC, Charter Fiberlink – Pennsylvania, LLC, Charter Fiberlink – Tennessee, LLC, Charter Fiberlink AR-CCVII, LLC, Charter Fiberlink CA-CCO, LLC, Charter Fiberlink CC VIII, LLC, Charter Fiberlink CCO, LLC, Charter Fiberlink CT-CCO, LLC, Charter Fiberlink LA-CCO, LLC, Charter Fiberlink MA-CCO, LLC, Charter Fiberlink MS-CCVI, LLC, Charter Fiberlink NC-CCO, LLC, Charter Fiberlink NH-CCO, LLC, Charter Fiberlink NV-CCVII, LLC, Charter Fiberlink NY-CCO, LLC, Charter Fiberlink OH-CCO, LLC, Charter Fiberlink OR-CCVII, LLC, Charter Fiberlink SC-CCO, LLC, Charter Fiberlink TX-CCO, LLC, Charter Fiberlink VA-CCO, LLC, Charter Fiberlink VT-CCO, LLC, Charter Fiberlink WA-CCVII, LLC, Charter Helicon, LLC, Charter Home Security, LLC, Charter Leasing Holding Company, LLC, Charter Leasing of Wisconsin, LLC, Charter RMG, LLC, Charter Stores FCN, LLC, Charter Video Electronics, LLC, DukeNet Communications Holdings, LLC, DukeNet Communications, LLC, Falcon Cable Communications, LLC, Falcon First Cable of the Southeast, LLC, Falcon First, LLC, Hometown T.V., LLC, HPI Acquisition Co. LLC, ICI Holdings, LLC, Insight Blocker LLC, Insight Capital LLC, Insight Communications Midwest, LLC, Insight Communications of Central Ohio, LLC, Insight Interactive, LLC, Insight Kentucky Capital, LLC, Insight

II-3

Midwest Holdings, LLC, Insight Phone of Indiana, LLC, Insight Phone of Kentucky, LLC, Insight Phone of Ohio, LLC, Interactive Cable Services, LLC, Interlink Communications Partners, LLC, Intrepid Acquisition LLC, Long Beach, LLC, Marcus Cable Associates, L.L.C., Marcus Cable of Alabama, L.L.C., Marcus Cable, LLC, Midwest Cable Communications, LLC, NaviSite LLC, New Wisconsin Procurement LLC, Oceanic Time Warner Cable LLC, Parity Assets LLC, Peachtree Cable TV, LLC, Phone Transfers (AL), LLC, Phone Transfers (CA), LLC, Phone Transfers (GA), LLC, Phone Transfers (NC), LLC, Phone Transfers (TN), LLC, Phone Transfers (VA), LLC, Renaissance Media LLC, Rifkin Acquisition Partners, LLC, Robin Media Group, LLC, Scottsboro TV Cable, LLC, Time Warner Cable Business LLC, Time Warner Cable Enterprises LLC, Time Warner Cable Information Services (Alabama), LLC, Time Warner Cable Information Services (Arizona), LLC, Time Warner Cable Information Services (California), LLC, Time Warner Cable Information Services (Colorado), LLC, Time Warner Cable Information Services (Hawaii), LLC, Time Warner Cable Information Services (Idaho), LLC, Time Warner Cable Information Services (Illinois), LLC, Time Warner Cable Information Services (Indiana), LLC, Time Warner Cable Information Services (Kansas), LLC, Time Warner Cable Information Services (Kentucky), LLC, Time Warner Cable Information Services (Maine), LLC, Time Warner Cable Information Services (Massachusetts), LLC, Time Warner Cable Information Services (Michigan), LLC, Time Warner Cable Information Services (Missouri), LLC, Time Warner Cable Information Services (Nebraska), LLC, Time Warner Cable Information Services (New Hampshire), LLC, Time Warner Cable Information Services (New Jersey), LLC, Time Warner Cable Information Services (New Mexico), LLC, Time Warner Cable Information Services (New York), LLC, Time Warner Cable Information Services (North Carolina), LLC, Time Warner Cable Information Services (Ohio), LLC, Time Warner Cable Information Services (Pennsylvania), LLC, Time Warner Cable Information Services (South Carolina), LLC, Time Warner Cable Information Services (Tennessee), LLC, Time Warner Cable Information Services (Texas), LLC, Time Warner Cable Information Services (Virginia), LLC, Time Warner Cable Information Services (Washington), LLC, Time Warner Cable Information Services (West Virginia), LLC, Time Warner Cable Information Services (Wisconsin), LLC, Time Warner Cable International LLC, Time Warner Cable Internet Holdings III LLC, Time Warner Cable Internet Holdings LLC, Time Warner Cable Internet LLC, Time Warner Cable, LLC, Time Warner Cable Media LLC, Time Warner Cable Midwest LLC, Time Warner Cable New York City LLC, Time Warner Cable Northeast LLC, Time Warner Cable Pacific West LLC, Time Warner Cable Services LLC, Time Warner Cable Southeast LLC, Time Warner Cable Sports LLC, Time Warner Cable Texas LLC, TWC Administration LLC, TWC Communications, LLC, TWC Digital Phone LLC, TWC Media Blocker LLC, TWC News and Local Programming Holdco LLC, TWC News and Local Programming LLC, TWC Regional Sports Network I LLC, TWC Security LLC, TWC SEE Holdco LLC, TWC Wireless LLC, TWC/Charter Dallas Cable Advertising, LLC, TWC/Charter Los Angeles Cable Advertising, LLC, TWCIS Holdco LLC, Vista Broadband Communications, LLC, VOIP Transfers (AL), LLC, VOIP Transfers (CA), LLC, VOIP Transfers (GA), LLC, VOIP Transfers (NC), LLC, VOIP Transfers (TN), LLC, VOIP Transfers (VA), LLC and Wisconsin Procurement Holdco LLC (each, an “LLC”) provide that a member, a manager, a director, any officer, their respective affiliates or any person who at any time serves or has served as a director, officer, employee or other agent of any member or any such affiliate, and who, in such capacity, engages or has engaged in activities on behalf of the applicable LLC, shall be indemnified and held harmless by such LLC to the fullest extent permitted by law from and against any losses, damages, expenses, including attorneys’ fees, judgments and amounts paid in settlement actually and reasonably incurred by or in connection with any claim, action, suit or proceeding to which such indemnifiable person is or was 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 such LLC. Notwithstanding the foregoing, no indemnification is available under the limited liability company agreement of any of the LLCs in respect of any such claim adjudged to be primarily the result of bad faith, willful misconduct or fraud of an indemnifiable person. Any act or omission by an indemnifiable person done in reliance upon the opinion of independent legal counsel or public accountants selected with reasonable care shall not constitute bad faith, willful misconduct, or fraud on the part of such indemnifiable person. Payment of these indemnification obligations shall be made from the assets of the applicable LLC and the members shall not be personally liable to an indemnifiable person for payment of indemnification.

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The limited liability company agreement of CC VIII, LLC (“CC VIII”) provides that, to the extent permitted by applicable law, a member, a manager, a director, or an officer, their respective affiliates shall be entitled to indemnification from CC VIII for any loss, damage, or claim incurred by such person by reason of any act or omission performed or omitted by such person in good faith on behalf of, or in connection with the business and affairs of, CC VIII and in a manner reasonably believed to be within the scope of authority conferred on such person; provided that any such indemnity shall be provided out of and to the extent of CC VIII’s assets only.

The limited liability company agreement of TWC/Charter Green Bay Cable Advertising, LLC (“Green Bay”) provides that Green Bay shall indemnify the members and their respective affiliates, shareholders, partners, members, employees, officers and directors, for, and hold them harmless from, any liability, whether civil or criminal, and any loss, damage, or expense, including reasonable attorneys’ fees, to the extent that such arise from and are the result of the ordinary and proper conduct of Green Bay’s business and the preservation of its business and property, or arise by reason of the fact that such person is or was a member or an officer, director or employee thereof; provided the member or person to be indemnified acted in good faith. The obligation of Green Bay to indemnify the members or any other person shall be satisfied out of Green Bay’s assets only.

Corporations

Section 145 of the Delaware General Corporation Law authorizes a corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. In addition, the Delaware General Corporation Law does not permit indemnification in any threatened, pending or completed action or suit by or in the right of the corporation in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses, which such court shall deem proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person. Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended. The Delaware General Corporation Law also allows a corporation to provide for the elimination or limit of the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director

(i)

for any breach of the director’s duty of loyalty to the corporation or its stockholders,

(ii)

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

(iii)

for unlawful payments of dividends or unlawful stock purchases or redemptions, or

(iv)

for any transaction from which the director derived an improper personal benefit. These provisions will not limit the liability of directors or officers under the federal securities laws of the United States.

The bylaws of CCO Capital require it, to the fullest extent authorized by the Delaware General Corporation Law, to indemnify any person who was or is made a party or is threatened to be made a party or is otherwise involved in any action, suit or proceeding by reason of the fact that he is or was a director or officer of CCO

II-5

Capital or is or was serving at the request of CCO Capital as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise, in each case, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such person in connection therewith.

Limited Partnerships

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act provides that a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions set forth in the partnership agreement.

The limited partnership agreements of Falcon Community Cable, L.P., Falcon Video Communications, L.P., Helicon Partners I, L.P., Peachtree Cable TV, L.P., The Helicon Group, L.P., Insight Communications Company, L.P., Insight Communications of Kentucky, L.P., Insight Kentucky Partners I, L.P., Insight Kentucky Partners II, L.P. and Insight Midwest, L.P. (each, a “Partnership”) provide that a partner, any of such partner’s affiliates or any person who at any time serves or has served as a director, officer, employee or other agent of any partner or any such affiliate, and who, in such capacity, engages or has engaged in activities on behalf of the applicable Partnership, shall be indemnified and held harmless by such Partnership against any losses, damages, expenses, including attorneys’ fees, judgments and amounts paid in settlement actually and reasonably incurred by or in connection with any claim, action, suit or proceeding to which such indemnifiable person is or was 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 such Partnership. Notwithstanding the foregoing, no indemnification is available under the limited partnership agreement of any of the Partnerships in respect of any such claim adjudged to be primarily the result of bad faith, willful misconduct or fraud of an indemnifiable person. Any act or omission by an indemnifiable person done in reliance upon the opinion of independent legal counsel or public accountants selected with reasonable care shall not constitute bad faith, willful misconduct, or fraud on the part of such indemnifiable person. Payment of these indemnification obligations shall be made from the assets of the applicable Partnership and the partners shall not be personally liable to an indemnifiable person for payment of indemnification.

Colorado

Section 7-80-104(1)(k) of the Colorado Limited Liability Company Act permits a company to indemnify a member or manager or former member or manager of the limited liability company as provided in Section 7-80-407. Under Section 7-80-407, a limited liability company shall reimburse a member or manager for payments made, and indemnify a member or manager for liabilities incurred by the member or manager, in the ordinary conduct of the business of the limited liability company or for the preservation of its business or property if such payments were made or liabilities incurred without violation of the member’s or manager’s duties to the limited liability company.

The Limited Liability Company Agreement of Bresnan Broadband of Colorado, LLC provides for the indemnification of officers and directors to the fullest extent permitted by Colorado law.

Montana

Section 38-8-504 of the Montana Limited Liability Company Act states that a limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property.

The Limited Liability Company Agreement of Bresnan Broadband of Montana, LLC provides for the indemnification of officers and directors to the fullest extent permitted by Montana law.

II-6

Utah

Section 48-2c-1802 of the Utah Revised Limited Liability Company Act permits a company to indemnify an individual made a party to a proceeding because he is or was a manager against liability incurred in the proceeding if: (a) his conduct was in good faith; (b) he reasonably believed that his conduct was in, or not opposed to, the company’s best interests; and (c) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A manager’s conduct with respect to any employee benefit plan for a purpose he reasonably believed to be in, or not opposed to, the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of Subsection (1)(b).

The Limited Liability Company Agreement of Bresnan Broadband of Utah, LLC provides for the indemnification of officers and directors to the fullest extent permitted by Utah law.

Wyoming

Section 17-29-408 of the Wyoming Limited Liability Company Act permits a Wyoming limited liability company to indemnify any member of a member-manager company or any manager of a manager-managed company for any debt, obligation or other liability incurred by such member or manager in the course of the member’s or manager’s activities on behalf of the Wyoming limited liability company, if in making the payment or incurring the debt, obligation or other liability, the member or manager was acting within the scope of his or her duties.

The Limited Liability Company Agreement of Bresnan Broadband of Wyoming, LLC provides for the indemnification of officers and directors to the fullest extent permitted by Wyoming law.

California

The limited partnership agreements of Falcon Cable Media, a California Limited Partnership, Falcon Cable Systems Company II, L.P., Falcon Cablevision, a California Limited Partnership, Falcon Community Ventures I Limited Partnership and Falcon Telecable, a California Limited Partnership (each, a “California Partnership”) provide that a partner, any of such partner’s affiliates or any person who at any time serves or has served as a director, officer, employee or other agent of any partner or any such affiliate, and who, in such capacity, engages or has engaged in activities on behalf of the applicable California Partnership, shall be indemnified and held harmless by such California Partnership against any losses, damages, expenses, including attorneys’ fees, judgments and amounts paid in settlement actually and reasonably incurred by or in connection with any claim, action, suit or proceeding to which such indemnifiable person is or was 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 such California Partnership. Notwithstanding the foregoing, no indemnification is available under the limited partnership agreement of any of the California Partnerships in respect of any such claim adjudged to be primarily the result of bad faith, willful misconduct or fraud of an indemnifiable person. Any act or omission by an indemnifiable person done in reliance upon the opinion of independent legal counsel or public accountants selected with reasonable care shall not constitute bad faith, willful misconduct, or fraud on the part of such indemnifiable person. Payment of these indemnification obligations shall be made from the assets of the applicable California Partnership and the partners shall not be personally liable to an indemnifiable person for payment of indemnification.

Section 15904.06 (Operative January 1, 2008) of the 2008 California Revised Limited Partnership Act addresses the rights of a general partner with respect to its management and conduct of partnership activities. The 2008 California Revised Limited Partnership Act provides that a limited partnership shall reimburse a general partner for payments made, and indemnify a general partner for liabilities incurred by, the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.

II-7

Item 21. Exhibits and Financial Statement Schedules.

Exhibits

Reference is made to the Exhibit Index filed as part of this Registration Statement.

Financial Statement Schedules

Schedules not listed above are omitted because of the absence of the conditions under which they are required or because the information required by such omitted schedules is set forth in the financial statements or the notes thereto.

Item 22. Undertakings.

(a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-8

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrants; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) That, for purposes of determining any liability under the Securities Act, each filing of the registrants’ annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d) The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the registrants of expenses incurred or paid by a director, officer, or controlling person of the registrants in the successful defense of any action, suit or proceeding, is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the County of Fairfield, State of Connecticut, on October 7, 2016.


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

S-1

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Richard R. Dykhouse, Thomas E. Proost and Kevin D. Howard, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below on behalf of each of Charter Communications Operating, LLC, CCO Holdings, LLC and each of the additional Registrant Guarantors named on the Table of Additional Registrant Guarantors.


Signature	Title	Date

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

/s/ Christopher L. Winfrey 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

S-2

POWER OF ATTORNEY


Signature	Title	Date

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

/s/ Christopher L. Winfrey Christopher L. Winfrey	Executive Vice President and Chief Financial Officer, Sole Director (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

S-3

Exhibit Index


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

E-1


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

E-2


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

E-3


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

E-4


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

E-5


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

E-6


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

E-7


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

E-8


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

E-9


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.

E-10


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

E-11


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

E-12


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

E-13


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

E-14


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

E-15


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

E-16


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

E-17


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))

E-18


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)).

E-19


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

E-20


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)

E-21


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))

E-22


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”))

E-23


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)

E-24


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

E-25


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

*	Incorporated by reference and not filed herewith.

**	To be filed by amendment.

E-26

EX-3.1 2 d214722dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

LOGO

CERTIFICATE OF FORMATION

CHARTER COMMUNICATIONS OPERATING, LLC

1. The name of the limited liability company is Charter Communications Operating, LLC.

2 The address of its registered office in the State of Delaware is 30 Old Rudnick Lane, in the City of Dover, County of Kent. The name of its registered agent at such address is CorpAmerica, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Charter Communications Operating, LLC this 10th day of February, 1999.

/s/ Colleen M. Hegarty

Colleen M. Hegarty, Authorized Person

LOGO

Certificate of Amendment to Certificate of Formation

CHARTER COMMUNICATIONS OPERATING, LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is CHARTER COMMUNICATIONS OPERATING, LLC.

2. The certificate of formation of the limited liability company is hereby amended by striking out the statement relating to the limited liability company’s registered agent and registered office and by substituting in lieu thereof the following new statement:

“The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.”

Executed on 10/9/02

/s/ Marcy A. Lifton

Marcy A. Lifton, Authorized Person

DE LL D-:CERTIFICATE OF AMENDMENT TO CHANGE REGISTERED AGENT/REGISTERED OFFICE 09/00 (DELLCCHG)

EX-3.2 3 d214722dex32.htm EX-3.2 EX-3.2

Exhibit 3.2

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY

AGREEMENT

CHARTER COMMUNICATIONS OPERATING, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by CCO Holdings, LLC, a Delaware limited liability company (“CCO Parent”), as the sole member of Charter Communications Operating, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of June 19, 2003, as amended (the “Prior Agreement”); and

WHEREAS, CCO Parent, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan; and

WHEREAS, JPMorgan Chase Bank, N.A. is currently the “Funding Agent,” as defined in that certain Credit Agreement with the Company as Borrower, dated as of March 18, 1999, as Amended and Restated as of March 6, 2007 (and as it may be amended, supplemented, modified, restated, refunded, renewed, replaced or refinanced from time to time, the “Credit Agreement”), and the Funding Agent from time to time under the Credit Agreement is intended by CCO Parent and the Company to have certain rights as set forth herein and to be an express third party beneficiary of those provisions of this Agreement conferring such rights upon the Funding Agent;

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

SECTION 1. General.

(a) 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.

- 1 -

(b) Name. The name of the Company shall continue to be “Charter Communications Operating, 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 continue to 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 continue to 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 by Collen Hegarty and the Certificate of Amendment thereto by Marcy Lifton 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 one percentage point of Percentage Interest (as defined in Section 7) held by such Member (totaling 100 Votes for all Members) (any fraction of such a percentage point shall be entitled to an equivalent fraction of a Vote). So long as no Triggering Event has occurred and is continuing, 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 in accordance with the provisions thereof) that would otherwise require as a precondition to its effectiveness such vote, approval, consent or ratification of the Members. “Triggering Event” shall mean (i) the occurrence and continuance of an Event of Default (as defined in the Credit Agreement) and (ii) the Funding Agent’s giving notice in any manner provided

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for in the Credit Agreement to the Company and CCO Parent that it intends to exercise the rights described herein during the occurrence and continuance of such Event of Default. “LLC Arrangement” shall mean the provisions of this Section 1(h) relating to the rights and powers of the Funding Agent respecting any vote, approval, consent or ratification, whether or not inchoate. If a Triggering Event has occurred and is continuing, then the Members shall continue to have the right to exercise their Votes; provided that, in the event the Funding Agent’s determination with respect to any matter requiring or permitting a vote hereunder or under the Act is contrary to the vote, approval, consent or ratification of the Members, the Funding Agent’s determination with respect to such matter shall, for all purposes of this Agreement and the Act, control and supersede any contrary vote, approval, consent or ratification of the Members (including, for the sake of clarity, any matter requiring or permitting unanimity of Votes hereunder). The Funding Agent’s rights and powers respecting any vote, approval, consent or ratification hereunder may only be exercised if the Triggering Event has occurred until such time that the Event of Default (as defined in the Credit Agreement) which gave rise to such rights and powers respecting any vote, approval, consent or ratification has been cured. The LLC Arrangement shall be effective from and after the date hereof until a LLC Arrangement Notice (as defined below) shall have been delivered and will continue to be effective until the Funding Agent shall have delivered written confirmation (the “LLC Arrangement Notice”) to the Company and CCO Parent that an LLC Arrangement Retraction Event (as defined below) has occurred. The LLC Arrangement Notice shall be promptly delivered by the Funding Agent if 91 days shall have passed since the date on which the CCO Parent shall have complied with the provisions of Section 6.13 of the Credit Agreement (the date on which the LLC Arrangement Notice is delivered, the “Conditional Notice Date”), including, without limitation, becoming a party to the Guarantee and Collateral Agreement (as defined in the Credit Agreement), and after the occurrence of the Guarantee and Pledge Date (as defined in the Credit Agreement), and to the knowledge of the Funding Agent, no Event of Default has occurred during such period and is continuing as of the Conditional Notice Date (such circumstances being collectively referred to as the “LLC Arrangement Retraction Event”); provided, that, if an Event of Default shall have occurred during such 91-day period and be continuing on the Conditional Notice Date, the Funding Agent shall not be required to give the LLC Arrangement Notice until such Event of Default shall no longer be continuing. Immediately upon delivery of the LLC Arrangement Notice (other than, and without prejudice to, the provisions set forth in Sections 6(c) and 15), the LLC Arrangement shall no longer be effective and the Funding Agent shall automatically cease to have the specific rights set forth in this Agreement that are operative only during the effectiveness of the LLC Arrangement; provided, however, that unless the LLC Arrangement Notice shall have been delivered, the LLC Arrangement shall remain effective notwithstanding any cure of a Triggering Event and the Funding Agent shall retain all rights and benefits hereunder, without prejudice, with respect to the occurrence of any subsequent Triggering Event. If the Event of Default (as defined in the Credit Agreement) which gave rise to such rights and powers respecting any vote, approval, consent or ratification has been cured before the LLC Arrangement Notice shall have been delivered, then the Funding Agent’s rights and powers respecting any vote, approval, consent or ratification under the LLC Arrangement may be triggered again upon a subsequent Triggering Event. However, the Funding Agent’s rights and powers respecting any vote, approval, consent or ratification under the LLC Arrangement shall not become effective after an LLC Arrangement Notice is delivered by the Funding Agent following the LLC Arrangement Retraction Event.

- 3 -

(i) Prohibition on Non-Voting Equity Securities. Notwithstanding anything to the contrary in this Operating Agreement, the Company shall not issue nonvoting equity securities to the extent prohibited by Section 1123(a)(6) of the Bankruptcy Code (11 U.S.C. §1123 (a)(6)). The prohibition on the issuance of nonvoting equity securities is included in this Operating Agreement in compliance with Section 1123(a)(6) of the Bankruptcy Code (11 U.S.C. §1123(a)(6)).

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.

SECTION 4. Management.

(a) Management by Manager.

i) CCO Parent, as the sole member of the Company, hereby confirms the election of 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 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.

- 4 -

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) Board of Directors.

i) Notwithstanding paragraph (a) above, upon the effectiveness of this Agreement, the Manager may delegate its power to manage the business of the Company to a board of natural persons designated as “directors” (the “Board”) which, subject to the limitations set forth below, shall have the authority to exercise all such powers of the Company and do all such lawful acts and things as may be done by a manager of a limited liability company under the Act and as are not by statute, by the Certificate of Formation (as amended from time to time, the “Certificate”), or by this Agreement (including without limitation Section 4(c) hereof) directed or required to be exercised or done by the Manager; provided, that until such time as the Funding Agent shall have delivered the LLC Arrangement Notice, no such delegation hereunder shall be effective unless written copies of such delegation have been delivered to the Funding Agent. As of the date of effectiveness of this Agreement, no such delegation is in effect. Except for the rights and duties that are assigned to officers of the Company, the rights and duties of the directors may not be assigned or delegated to any person. No action, authorization or approval of the Board shall be required, necessary or advisable for the taking of any action by the Company that has been approved by the Manager. In the event that any action of the Manager conflicts with any action of the Board, the action of the Manager shall control.

ii) Except as otherwise provided herein, directors shall possess and may exercise all the powers and privileges and shall have all of the obligations and duties to the Company and the Members granted to or imposed on directors of a corporation organized under the laws of the State of Delaware.

iii) The number of directors on the date hereof is one, which number may be changed from time to time by the Manager. The director as of the date hereof shall be as set forth on Exhibit A hereto, provided that Exhibit A need not be amended whenever the director(s) or his or her successors are changed in accordance with the terms of this Agreement.

iv) Each director shall be appointed by the Manager and shall serve in such capacity until the earlier of his resignation, removal (which may be with or without cause) or replacement by the Manager.

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

- 5 -

i) None of the Members, Managers, directors or officers of the Company or the Funding Agent (in the exercise of the LLC Arrangement) shall:

(1) do any act in contravention of this Agreement;

(2) cause the Company to engage in any business not permitted by the Certificate or the terms of this Agreement;

(3) cause the Company to take any action that would make it impossible to carry on the usual course of business of the Company (except to the extent expressly provided for hereunder); it being hereby agreed that any actions necessary to comply with the Company’s obligations under the Credit Agreement are in the ordinary course of the Company’s business; or

(4) possess Company property or assign rights in Company property other than for Company purposes; it being hereby agreed that any actions necessary to comply with the Company’s obligations under the Credit Agreement are within the Company’s purposes.

ii) In addition to any approval that may be required under Section 15(b) to the extent amendment of this Agreement is required for any of the following actions, one hundred percent (100%) of the Votes shall be required to:

(1) issue limited liability company interests in the Company to any person;

(2) change or reorganize the Company into any other legal form;

(3) approve a merger or consolidation of the Company with another person;

(4) sell all or substantially all of the assets of the Company; or

(5) voluntarily dissolve the Company.

iii) In addition to any approval that may be required under Section 15(b) to the extent amendment of this Agreement is required for any of the following actions, the affirmative vote, approval, consent or ratification of the Manager shall be required to:

(1) alter the primary purposes of the Company as set forth in Section 2;

(2) issue limited liability company interests in the Company to any person;

- 6 -

(3) 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 (and the Board);

(4) change or reorganize the Company into any other legal form;

(5) approve a merger or consolidation of the Company with another person;

(6) sell all or substantially all of the assets of the Company;

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

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

(9) 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;

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

(11) 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);

(12) 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 (including obligations under the Credit Agreement and the Loan Documents (as defined in the Credit Agreement), all of which have been, and are hereby, ratified and confirmed), (ii) any indebtedness to (or guarantee of indebtedness of) any entity 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; or

(13) voluntarily dissolve the Company.

- 7 -

(d) Board Meetings.

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

ii) Special Meetings. Special meetings of the Board may be called by the President or any director on twenty-four (24) hours’ notice to each director; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of Members holding a simple majority of the Votes. Notice of a special meeting may be given by facsimile. Attendance in person of a director at a meeting shall constitute a waiver of notice of that meeting, except when the director objects, at the beginning of the meeting, to the transaction of any business because the meeting is not duly called or convened.

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

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

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

(e) Director’s Duty of Care. Each director’s duty of care in the discharge of his or her duties to the Company and the Members is limited to discharging his 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 he or she reasonably believes to be in the best interests of the Company and its Members.

SECTION 5. Officers.

(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.

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(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.

(d) Duties and Authority of Officers.

i) President. The President shall be the chief executive officer and (if no other person has been appointed as such) the chief operating officer of the Company; shall (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.

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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.

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, CCO Parent is the sole Member, and it (or its predecessor) has heretofore contributed to the capital of the Company. CCO Parent is not required to make any additional capital contribution to the Company; however, CCO Parent may make additional capital contributions to the Company at any time in its 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, other than those related to the LLC Arrangement, 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, CCO Parent 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. The Funding Agent is not a Member of the Company. Moreover, in connection with the exercise of the LLC Arrangement by the Funding Agent, the Funding Agent shall not be admitted as a Member of the Company and shall not acquire any limited liability company interest, membership interest or other interest in the profits, losses and capital of the Company; rather, the Funding Agent shall only acquire the specific rights set forth in this Agreement. If an admission of a new Member results in the Company having more than one Member, this Agreement shall be amended in accordance with the provisions of Section 15(b) to establish the rights and responsibilities of the Members and to govern their relationships.

(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. Under no circumstances shall

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the Funding Agent 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.

(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. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Members as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CCO Parent is the sole member of the Company, CCO Parent’s Percentage Interest shall be 100 percent.

SECTION 8. Distributions. The Company may from time to time distribute to the Members such amounts in cash and other assets as shall be determined by the Members 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 Percentage Interests. Liquidating distributions shall be made to the Members in accordance with their respective positive capital account balances. Each Member shall be entitled to look solely to the assets of the Company for the return of such Member’s positive capital account balance. Notwithstanding that the assets of the Company remaining after payment of or due provision for all debts, liabilities, and obligations of the Company may be insufficient to return the capital contributions or share of the Company’s profits reflected in such Member’s positive 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 Percentage Interests from time to time.

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SECTION 10. Dissolution; Winding Up.

(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 or pursuant to the Loan Documents (as defined in the Credit Agreement). 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.

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SECTION 13. Tax Matters. As of the date of this Agreement, the Company is a single-owner entity for United States federal tax purposes. So long as the Company is a single-owner entity for federal income tax purposes, it is intended that for federal, state and local income tax purposes the Company be disregarded as an entity separate from its owner for income tax purposes and its activities be treated as a division of such owner. In the event that the Company has two or more Members for federal income tax purposes, it is intended that (i) the Company shall be treated as a partnership for federal, state and local income tax purposes, and the Members shall not take any position or make any election, in a tax return or otherwise, inconsistent therewith and (ii) this Agreement will be amended to provide for appropriate book and tax allocations pursuant to subchapter K of the Internal Revenue Code of 1986, as amended.

SECTION 14. Exculpation and Indemnification.

(a) 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

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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 such indemnification 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.

SECTION 15. Miscellaneous.

(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, on the date hereof.

(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 persons holding a simple majority of the Votes; provided, however, that (i) Sections 1(h), 4(c), 6(c), 11 and 15 hereof may not be amended without the consent of the Funding Agent, (ii) Sections 4(c), 6, 7, 8, 9, 10, 11, 12, 13 and 14

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hereof shall not be amended except by unanimity of the Votes, (iii) this Agreement shall not be amended in any manner, and none of the Members, the Manager, the Board, the officers, or any permitted delegee of any thereof shall take any action, or cause the Company to engage in transactions, that directly or indirectly, impair, reduce or otherwise modify the rights of the Funding Agent under the LLC Arrangement, or prevent the LLC Arrangement from becoming effective in accordance with its terms, unless the Funding Agent consents in writing, and (iv) this Agreement shall not be amended in any manner, and none of the Funding Agent, the Manager or the Board shall take any action or cause the Company to engage in transactions that modify or change any Member’s share of any of the following: (i) allocations and distributions of the Company’s profits and losses; (ii) current distributions; (iii) liquidating distributions; (iv) distributions in redemption or withdrawal; or (v) any other distributions of the Company’s assets, unless such Member consents in writing. This sentence and the foregoing sentence may not be amended except by unanimity of the Votes. No failure or delay on the part of any party 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) Funding Agent as an Intended Beneficiary. Notwithstanding any other provision of this Agreement, the Funding Agent is an intended beneficiary of the provisions of this Agreement related to the LLC Arrangement to the extent provided herein, and the Members agree that this Agreement constitutes a legal, valid and binding agreement of the Members, and is enforceable against the Members by the Funding Agent, in accordance with its terms.

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

(i) 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

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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(i), “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.

(j) LLC Arrangement. It is the intent of each of the parties hereto that the LLC Arrangement shall remain in full force and effect under any and all circumstances as set forth herein, including, without limitation, during the pendency of any event, condition or proceeding contemplated by Section 8(g) of the Credit Agreement (including, but not limited to, any bankruptcy or reorganization proceeding of CCO Parent or the Company).

(k) Governmental Approval.

i) Notwithstanding anything herein to the contrary, this Agreement and the transactions contemplated hereby, prior to the exercise by the Funding Agent of any rights and powers respecting any vote, approval, consent or ratification provided in this Agreement, except to the extent not prohibited by applicable law, (i) do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of the Company or any of its subsidiaries by the Funding Agent or the Lenders (under the Credit Agreement), or control, affirmative or negative, direct or indirect, by the Funding Agent or its affiliates over the management or any other aspect of the operation of the Company or any of its subsidiaries, which ownership and control remains exclusively and at all times in the Members and the members of the Company’s subsidiaries, and (ii) do not and will not constitute the transfer, assignment, or disposition in any manner, voluntarily or involuntarily, directly or indirectly, of any License (as defined in the Credit Agreement) at any time issued to the Company or any of its subsidiaries, or the transfer of control of the Company or any of its subsidiaries, including, without limitation, within the meaning of Section 310(d) of the Communications Act of 1934, as amended.

ii) Notwithstanding anything to the contrary contained in this Agreement, the Funding Agent shall not, without first obtaining the approval of the Federal Communications Commission (“FCC”) or any other applicable Governmental Authority (as defined in the Credit Agreement), take any action pursuant to this Agreement which would constitute or result in, or be deemed to constitute or result in, any assignment of a License, including, without limitation, any CATV Franchise (as defined in the Credit Agreement) of the Company or any of its subsidiaries, or any change of control of the Company or any of its subsidiaries, if such assignment or change in control would require, under then existing law (including the written rules and regulations promulgated by the FCC), the prior approval of the FCC or such other Governmental Authority; provided that this Section 15(k)(ii) shall not apply in the event that any such assignment or change of control has occurred (or is deemed to have occurred) for any reason other than through the exercise by the Funding Agent of its rights and powers respecting any vote, approval, consent or ratification under this Agreement.

iii) If counsel to the Funding Agent reasonably determines that the consent of the FCC or any other Governmental Authority is required in connection with any of the actions which may be taken by the Funding Agent in the exercise of its rights and

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powers respecting any vote, approval, consent or ratification under this Agreement, then the Company, at its sole cost and expense, shall use its best efforts to secure such consent and to cooperate fully with the Funding Agent in any action commenced by the Funding Agent to secure such consent. Upon the exercise by the Funding Agent of any rights and powers respecting any vote, approval, consent or ratification pursuant to this Agreement which requires any consent, approval, recording, qualification or authorization of the FCC or any other Governmental Authority or instrumentality, the Company will promptly prepare, execute, deliver and file, or will promptly cause the preparation, execution, delivery and filing of, all applications, certificates, instruments and other documents and papers that the Funding Agent reasonably deems necessary or advisable to obtain such governmental consent, approval, recording, qualification or authorization. Subject to the provisions of applicable law, if the Company fails or refuses to execute, or fails or refuses to cause another person to execute, such documents, the Funding Agent, as attorney-in-fact for the Company appointed pursuant to Section 15(k)(v), or the clerk of any court of competent jurisdiction, may execute and file the same on behalf of the Company. In addition to the foregoing, the Company agrees to take, or cause to be taken, any action which the Funding Agent may reasonably request in order to obtain and enjoy the full rights, powers and benefits of the Funding Agent under this Agreement, including, without limitation, at the Company’s cost and expense, the exercise of the Company’s best efforts to cooperate in obtaining FCC or other governmental approval of any action or transaction contemplated by this Agreement which is then required by law.

iv) The Company recognizes that the authorizations, permits and Licenses held by the Company or any of its subsidiaries are unique assets, and the Company agrees to take all reasonable steps to effectuate the rights and powers respecting vote, approval, consent or ratification of the Funding Agent under this Agreement. The Company further recognizes that a violation of this provision would result in irreparable harm to the Funding Agent and its affiliates for which monetary damages are not readily ascertainable. Therefore, in addition to any other remedy which may be available to the Funding Agent and its affiliates at law or in equity, the Funding Agent and its affiliates shall have the remedy of specific performance of the provisions of this Section 15(k).

v) The Company hereby irrevocably constitutes and appoints the Funding Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Company and in the name of the Company or in its own name, for the purpose of carrying out the rights and powers of the Funding Agent under this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to implement rights and powers of the Funding Agent under this Agreement. Anything in this Section 15(k)(v) to the contrary notwithstanding, the Funding Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 15(k)(v) except as provided in Section 1(h). The expenses of the Funding Agent incurred in connection with actions undertaken as provided in this Section 15(k)(v), together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans, as defined in, and under the Credit Agreement, from the date of payment by the Funding Agent to the date reimbursed by Section 15(k)(v), shall be payable by Section 15(k)(v) to the Funding Agent on demand. Pursuant to Section 15(k)(v), the Members hereby ratify all that said attorneys

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shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until the LLC Arrangement Notice shall have been delivered.

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


CCO HOLDINGS, LLC

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse Vice President, Associate General Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and approving the amendment and restatement of the prior limited liability company agreement by this Agreement:


CHARTER COMMUNICATIONS, INC.

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse Vice President, Associate General Counsel and Corporate Secretary

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EXHIBIT A


Officers

Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President – Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

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EXHIBIT B

Member

CCO Holdings, LLC

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EX-3.3 4 d214722dex33.htm EX-3.3 EX-3.3

Exhibit 3.3

LOGO

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.

The undersigned, Richard R. Dykhouse, certifies that he is the Vice President, Associate General Counsel and Corporate Secretary of Charter Communications Operating Capital Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), and does hereby further certify as of the 30^th day of November, 2009:

(1) The name of the Corporation is Charter Communications Operating Capital Corp. and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 24, 2004.

(2) This Amended and Restated Certificate of Incorporation amends and, as amended, restates in its entirety the Certificate of Incorporation and has been duly proposed by resolutions adopted and declared advisable by the Board of Directors of the Corporation and duly executed and acknowledged by the officers of the Corporation in accordance with Sections 242, 245 and 303 of the General Corporation Law of the State of Delaware.

(3) The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

FIRST: NAME

The name of the corporation is Charter Communications Operating Capital Corp. (the “Corporation”).

SECOND: REGISTERED OFFICE

The registered office of the Corporation is located at 2711 Centerville Road, Suite 400, City of Wilmington, New Castle County, State of Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD: PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).

FOURTH: CAPITAL STOCK

The total number of shares of stock that the Corporation shall have authority to issue is one hundred (100) shares of common stock with a par value of $.01 per shares.

Notwithstanding anything to the contrary in this Certificate of Incorporation, the Corporation shall not issue nonvoting equity securities to the extent prohibited by Section

1123(a)(6) of the Bankruptcy Code (11 U.S.C. § 1123(a)(6)). The prohibition on the issuance of nonvoting equity securities is included in this Certificate of Incorporation in compliance with Section 1123(a)(6) of the Bankruptcy Code (11 U.S.C. § 1123(a)(6)).

FIFTH: DIRECTORS

The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.

SIXTH: BYLAWS

The Board of Directors may from time to time adopt, make, amend, supplement or repeal the Bylaws, except as provided in this Certificate of lncorporation or in the Bylaws. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

SEVENTH: INDEMNIFICATION

The Corporation shall, to the full extent permitted by Section 145 of the Delaware GCL, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

EIGHTH: AMENDMENT, ETC.

The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter authorized by the laws of the State of Delaware. All rights, preferences and privileges herein conferred are granted subject to this reservation.

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation, which restates, integrates and further amends the provisions of the Certificate of Incorporation of the Corporation, and which was duly adopted in accordance with Sections 242, 245 and 303 of the General Corporation Law of the State of Delaware.


CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.

By:		/s/ Richard R. Dykhouse
Name:		Richard R. Dykhouse
Title:		Vice President, Associate General Counsel and Corporate Secretary

EX-3.4 5 d214722dex34.htm EX-3.4 EX-3.4

Exhibit 3.4

CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.

BYLAWS

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TABLE OF CONTENTS


		Page
ARTICLE I.	OFFICES		1

Section 1.	Registered Office.		1

Section 2.	Other Offices.		1

ARTICLE II.	MEETINGS OF STOCKHOLDERS		1

Section 1.	Place of Meetings.		1

Section 2.	Annual Meetings.		1

Section 3.	Special Meetings.		1

Section 4.	Notice of Meetings.		1

Section 5.	Quorum; Adjournment.		2

Section 6.	Proxies and Voting.		2

Section 7.	Stock List.		3

Section 8.	Actions by Stockholders.		3

ARTICLE III.	BOARD OF DIRECTORS		4

Section 1.	Duties and Powers.		4

Section 2.	Number and Term of Office.		4

Section 3.	Vacancies.		4

Section 4.	Meetings.		4

Section 5.	Quorum.		5

Section 6.	Actions of Board Without a Meeting.		5

Section 7.	Meetings by Means of Conference Telephone.		5

Section 8.	Committees.		5

Section 9.	Compensation.		6

Section 10.	Removal.		6

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		Page
ARTICLE IV.	OFFICERS		6

Section 1.	General.		6

Section 2.	Election; Term of Office; Resignation; Removal.		6

Section 3.	Chairman of the Board.		6

Section 4.	President.		6

Section 5.	Vice President.		7

Section 6.	Secretary.		7

Section 7.	Assistant Secretaries.		7

Section 8.	Treasurer.		8

Section 9.	Assistant Treasures.		8

Section 10.	Other Officers.		8

ARTICLE V.	STOCK		8

Section 1.	Form of Certificates.		8

Section 2.	Signatures.		8

Section 3.	Lost Certificates.		8

Section 4.	Transfers.		9

Section 5.	Record Date.		9

Section 6.	Beneficial Owners.		9

Section 7.	Voting Securities Owned by the Corporation.		9

ARTICLE VI.	NOTICES		10

Section 1.	Notices to Stockholders.		10

Section 2.	Waiver of Notice.		10

ARTICLE VII.	GENERAL PROVISIONS		10

Section 1.	Dividends.		10

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		Page
Section 2.	Disbursements.		10

Section 3.	Corporation Seal.		10

ARTICLE VIII.	DIRECTORS’ LIABILITY AND INDEMNIFICATION		11

Section 1.	Right to Indemnification.		11

Section 2.	Right to Advancement of Expenses.		11

Section 3.	Right of Covered Person to Bring Suit.		11

Section 4.	Non-Exclusivity of Rights.		12

Section 5.	Insurance.		12

Section 6.	Indemnification of Employees and Agents of the Corporation.		12

Section 7.	Amendment.		12

ARTICLE IX.	AMENDMENTS		13

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BYLAWS

CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.

(hereinafter called the “Corporation”)

ARTICLE I.

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the City of Dover, County of Kent, State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the stockholders may be called by the Board of Directors, the Chairman of the Board, the President, or by the holders of shares entitled to cast not less than ten (10) percent of the votes at the meeting. Upon request in writing to the Chairman of the Board, the President, any Vice President or the Secretary by any person (other than the board) entitled to call a special meeting of stockholders, the officer forthwith shall cause notice to be given to the stockholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the persons entitled to call the meeting may give the notice.

Section 4. Notice of Meetings. Notice of the place, date, and hour of all stockholder meetings, the means of remote communications, if any, by which stockholders

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and proxyholders may be deemed to be present in person and vote at such meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation.

Section 5. Quorum; Adjournment. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law or the Certificate of Incorporation. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, if any, date, or time without notice other than announcement at the meeting, until a quorum shall be present or represented.

When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 6. Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting.

Each stockholder shall have one (1) vote for every share of stock entitled to vote which is registered in his name on the record date for the meeting, except as otherwise provided herein or required by law or the Certificate of Incorporation.

All voting, including on the election of directors but excepting where otherwise provided herein or required by law or the Certificate of Incorporation, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or such stockholder’s proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

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All elections of directors shall be determined by a plurality of the votes cast, and except as otherwise required by law or the Certificate of Incorporation, all other matters shall be determined by a majority of the votes cast.

Section 7. Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder’s name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

Section 8. Actions by Stockholders. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 8, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery in accordance with the provisions of Section 228(d) of the Delaware General Corporation Law.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

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Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III.

BOARD OF DIRECTORS

Section 1. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 2. Number and Term of Office. The Board of Directors shall consist of one (1) or more members. The number of directors shall be fixed and may be changed from time to time by resolution duly adopted by the Board of Directors or the stockholders, except as otherwise provided by law or the Certificate of Incorporation. Except as provided in Section 3 of this Article, directors shall be elected by the holders of record of a plurality of the votes cast at Annual Meetings of Stockholders, and each director so elected shall hold office until the next Annual Meeting and until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal. Any director may resign at any time upon written notice to the Corporation. Directors need not be stockholders.

Section 3. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director or by the stockholders entitled to vote at any Annual or Special Meeting held in accordance with Article II, and the directors so chosen shall hold office until the next Annual or Special Meeting duly called for that purpose and until their successors are duly elected and qualified, or until their earlier resignation or removal.

Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. The first meeting of each newly elected Board of Directors shall be held immediately following the Annual Meeting of Stockholders and no notice of such meeting shall be necessary to be given the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or a majority of the directors then in office. Notice thereof stating the place, date and hour of the meeting shall be given to each director by whom it is not waived either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, facsimile, telegram or electronic transmission on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Meetings may be held at any time without notice if all the directors are present or if all those not present waive such notice in accordance with Section 2 of Article VI of these Bylaws.

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Section 5. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6. Actions of Board Without a Meeting. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or any committee thereof. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 shall constitute presence in person at such meeting.

Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the directors then in office, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any committee, to the extent allowed by law and provided in the Bylaw or resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.

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Section 9. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 10. Removal. Unless otherwise restricted by the Certificate of Incorporation or Bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

OFFICERS

Section 11. General. The officers of the Corporation shall be appointed by the Board of Directors and shall consist of a Chairman of the Board or a President, or both, a Secretary and a Treasurer (or a position with the duties and responsibilities of a Treasurer). The Board of Directors may also appoint a chief financial officer and a chief operating officer, and the Board of Directors or the President may also appoint one (1) or more vice presidents, assistant secretaries or assistant treasurers, and such other officers as either the Board of Directors or the President, in their discretion, shall deem necessary or appropriate from time to time. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 12. Election; Term of Office; Resignation; Removal. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect a Chairman of the Board or a President, or both, a Secretary and a Treasurer (or a position with the duties and responsibilities of a Treasurer), and may also elect at that meeting or any other meeting, such other officers and agents as it shall deem necessary or appropriate. Each officer of the Corporation appointed by the Board of Directors shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors together with the powers and duties customarily exercised by such officer. Each officer of the Corporation appointed by the President shall exercise such powers and perform such duties as shall be determined from time to time by the President. Each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. The Board of Directors may at any time, with or without cause, by the affirmative vote of a majority of directors then in office, remove any officer, and the President may at any time, with or without cause, remove any officer whom he or she appointed pursuant to Section 1 of this Article.

Section 13. Chairman of the Board. The Chairman of the Board, if any, shall preside at all meeting of the board of Directors and shall perform such duties as shall be assigned, and shall exercise such powers, as may be prescribed by the Board of Directors from time to time.

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Section 14. 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 Corporation; shall (unless the Chairman of the board elects otherwise) preside at all meetings of the Board of Directors and stockholders; shall have general supervision and active management of the business and finances of the Corporation; and shall see that all orders and resolutions of the Board of Directors are carried into effect, subject, however, to the right of the Board of Directors to delegate any specific powers to any other officer or officers. The President shall have and exercise such further powers and duties as may be specifically delegated to or vested in the President from time to time by these Bylaws or the Board of Directors. In the absence of the Chairman of the Board or in the event of his inability or refusal to act, or if the Board has not designated a Chairman, the President shall perform the duties of the Chairman of the Board, and when so acting, shall have all of the powers and be subject to all of the restrictions upon the Chairman of the Board.

Section 15. Vice President. The vice presidents shall perform such duties and have such other powers as the Board of Directors or the President may from time to time prescribe. In the absence of the President or in the event of his inability or refusal to act, the most senior available officer appointed by the Board of Directors, or in the absence of such appointment, the following officers, if such officer positions exist, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President; first, the chief financial officer, next, the chief operating officer, next, the executive level vice president (or in the event there be more than one (1) executive vice president, then in the order of their appointment).

Section 16. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 17. Assistant Secretaries. Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there be any, shall perform such duties and have such

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powers as from time to time may be assigned to them by the Board of Directors, the President, or the Secretary, and shall have the authority to perform all functions of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 18. Treasurer. The Treasurer shall have custody of the Corporation’s funds and securities and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books of the Corporation to be maintained for such purpose; shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in depositories designated from time to time by the Board of Directors; and shall disburse the funds of the Corporation as may be ordered by the Board of Directors. The Treasurer shall have such other powers and perform such other duties as the Board of Directors or the President shall from time to time prescribe.

Section 19. Assistant Treasurers. Except as may be otherwise provided in these Bylaws, Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, or the Treasurer, and shall have the authority to perform all functions of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer.

Section 20. Other Officers. Such other officers as the Board of Directors or the President may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors or the President, respectively. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE IV.

STOCK

Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman of the Board or the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such holder in the Corporation.

Section 2. Signatures. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person

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claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate shall be issued.

Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

Section 7. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, the President, any Vice President or the Secretary and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

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ARTICLE V.

NOTICES

Section 1. Notices to Stockholders. If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law.

Section 2. Waiver of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the notice required to be given to such person.

ARTICLE VI.

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting or by any Committee of the Board of Directors having such authority at any meeting thereof, and may be paid in cash, in property, in shares of the capital stock or in any combination thereof. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2. Disbursements. All notes, checks, drafts and orders for the payment of money issued by the Corporation shall be signed in the name of the Corporation by such officers or such other persons as the Board of Directors may from time to time designate.

Section 3. Corporation Seal. The corporate seal, if the Corporation shall have a corporate seal, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

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ARTICLE VII.

DIRECTORS’ LIABILITY AND INDEMNIFICATION

Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, a “Covered Person”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Covered Person in connection therewith; provided, however, that, except as provided in Section 3 of this Article with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the Board.

Section 2. Right to Advancement of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any such proceeding in advance of its final disposition (hereinafter, an “advancement of expenses”), provided, however, that, if the Delaware General Corporation Law so requires, an advancement of expenses incurred by a Covered Person in his or her capacity as such shall be made only upon delivery to the Corporation of an undertaking (hereinafter, an “undertaking”), by or on behalf of such Covered Person, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter, a “final adjudication”) that such Covered Person is not entitled to be indemnified for such expenses under Section 2 of this Article or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 1 and 2 of this Article shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be such and shall inure to the benefit of the Covered Person’s heirs, executors and administrators.

Section 3. Right of Covered Person to Bring Suit. If a claim under Section 1 or 2 of this Article is not paid in full by the Corporation within sixty (60) days after a written claim therefor has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the Covered Person may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Covered Person shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Covered Person to enforce

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a right to indemnification hereunder (but not in a suit brought by the Covered Person to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Covered Person has not met the applicable standard for indemnification set forth in the Delaware General Corporation Law. To the fullest extent permitted by law, neither the failure of the Corporation (including its disinterested directors, committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Covered Person is proper in the circumstances because the Covered Person has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its disinterested directors, committee thereof, independent legal counsel or its stockholders) that the Covered Person has not met such applicable standard of conduct, shall create a presumption that the Covered Person has not met the applicable standard of conduct or, in the case of such a suit brought by the Covered Person, be a defense to such suit. In any suit brought by the Covered Person to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to such advancement of expenses, under this Article X or otherwise shall, to the extent permitted by law, be on the Corporation.

Section 4. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article X shall not be exclusive of any other right which any person may have or hereafter acquire by any statute, the Corporation’s Certificate of Incorporation or Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 6. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article X with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 7. Amendment. Any repeal or modification of this Article VIII shall not change the rights of an officer or director to indemnification with respect to any action or omission occurring prior to such repeal or modification.

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ARTICLE VIII.

AMENDMENTS

Except as otherwise specifically stated within an Article to be altered, amended or repealed, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Board of Directors or of the stockholders.

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THIS IS TO CERTIFY:

That I am the duly elected, qualified and acting Assistant Secretary of Charter Communications Operating Capital Corp. and that the foregoing Bylaws were adopted as the Bylaws of said corporation as of the 24th day of March, 2004, by the sole director of said corporation.

Dated as of March 24, 2004.

/s/ Patricia M. Carroll

Patricia M. Carroll, Assistant Secretary

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EX-3.5 6 d214722dex35.htm EX-3.5 EX-3.5

Exhibit 3.5


State of Delaware
Secretary of State
Division of Corporations
Delivered 01:33 PM 06/12/2003
FILED 01:30 PM 06/12/2003
SRV 030388832 - 3669223 FILE

CERTIFICATE OF FORMATION

CCO HOLDINGS, LLC

1. The name of the limited liability company is CCO HOLDINGS, LLC.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CCO Holdings, LLC this 12th day of June, 2003.

/s/ Janeen G. Domagalski

Janeen G. Domagalski

Authorized Person


				State of Delaware
				Secretary of State
				Division of Corporations
				Delivered 05:42 PM 07/08/2003
				FILED 04:58 PM 07/08/2003
				SRV 030449349 - 3669223 FILE

CERTIFICATE OF CORRECTION

CERTIFICATE OF FORMATION

CCO HOLDINGS, LLC

a Delaware limited liability company

CCO HOLDINGS, LLC, a Delaware limited liability company (the “Company”), pursuant to Section 18-211 of the Delaware Limited Liability Company Act, hereby certifies as follows:

1. The Certificate of Formation of CCO HOLDINGS, LLC (the “Certificate of Formation”) filed with the Delaware Secretary of State on June 12, 2003, is an inaccurate record of the Company.

2. Paragraph 1 of the Certificate of Formation inaccurately stated the name of the Company.

3. Paragraph 1 of the Certificate of Formation, in correct form, should read in its entirety as follows:

“1. The name of the limited liability company is CCO Holdings, LLC.”

IN WITNESS WHEREOF, the Company has caused this Certificate of Correction to be signed by its Authorized Person this 8^th day of July, 2003.

/s/ Marcy Lifton

Marcy Lifton, Authorized Person

LOGO


				State of Delaware
				Secretary of State
				Division of Corporations
				Delivered 08:19 AM 05/18/2016
				FILED 08:19 AM 05/18/2016
				SR 20163346529 - File Number 3669223

CERTIFICATE OF MERGER

NINA COMPANY III, LLC

(a Delaware limited liability company)

CCI EXCHANGE I, LLC

(a Delaware limited liability company)

CHARTER INVESTMENT, LLC

(a Delaware limited liability company)

WITH AND INTO

CCO HOLDINGS, LLC

(a Delaware limited liability company)

(Under Section 18-209 of the Limited Liability Company Act of the State of Delaware)

CCO Holdings, LLC, a Delaware limited liability company (“CCOH”), hereby certifies as follows:

FIRST: The name of the surviving limited liability company is “CCO Holdings, LLC” (the “Surviving Company”) and the names of the limited liability companies being merged with and into the Surviving Company are “Nina Company III, LLC”, “CCI Exchange I, LLC” and “Charter Investment, LLC” (the “Merging Companies”). The state of formation of the Surviving Company and each of the Merging Companies is Delaware. The type of entity of the Surviving Company and each of the Merging Companies is a limited liability company.

SECOND: The Agreement and Plan and Merger (the “Merger Agreement”), dated as of May 18, 2016, by and among the Merging Companies and the Surviving Company, setting forth the terms and conditions of the merger of the Merging Companies with and into the Surviving Company (the “Merger”), has been approved, adopted, certified, executed and acknowledged by each of the constituent companies of the Merger in accordance with the requirements Section 18-209 of the Limited Liability Company Act of the State of Delaware.

THIRD: The name of the Surviving Company is CCO Holdings, LLC (the “Surviving Company”).

FOURTH: The Certificate of Formation and the Limited Liability Company Agreement of CCOH as in effect immediately prior to the effective time of the Merger shall be, from and after the effective time of the Merger, the Certificate of Formation and the Limited Liability Company Agreement, respectively, of the Surviving Company until thereafter duly amended in accordance with their respective terms and the Limited Liability Company Act of the State of Delaware.

FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Company, located at 400 Atlantic Street, Stamford, CT 06901.

SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Company on request, without cost, to any member of any constituent company.

SEVENTH: The Merger shall become effective at 8:52 a.m., New York time, on May 18, 2016.

[Signature Page Follows]

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IN WITNESS WHEREOF, CCO Holdings, LLC has caused this Certificate to be executed on May 18, 2016.


CCO HOLDINGS, LLC

By: Charter Communications, Inc., its Sole Manager

By:		/s/ Richard R. Dykhouse
Name:		Richard R. Dykhouse
Title:		Executive Vice President, General Counsel and Corporate Secretary

[Signature Page to Certificate of Merger (Step 10 Merger)]


				State of Delaware
				Secretary of State
				Division of Corporations
				Delivered 08:21 AM 05/18/2016
				FILED 08:21 AM 05/18/2016
				SR 20163346603 - File Number 3669223

CERTIFICATE OF MERGER

CCOH SAFARI, LLC

(a Delaware limited liability company)

WITH AND INTO

CCO HOLDINGS, LLC

(a Delaware limited liability company)

(Under Section 18-209 of the Limited Liability Company Act of the State of Delaware)

CCO Holdings, LLC, a Delaware limited liability company, hereby certifies as follows:

FIRST: The name and state of formation of each of the constituent entities of the merger are as follows:


Name		State

CCOH Safari, LLC (“CCOH Safari”)		Delaware

CCO Holdings, LLC (“CCOH”)		Delaware

SECOND: The Agreement and Plan and Merger (the “Merger Agreement”), dated as of May 18, 2016, by and among CCOH and CCOH Safari, setting forth the terms and conditions of the merger of CCOH Safari with and into CCOH (the “Merger”), has been approved, adopted, certified, executed and acknowledged by each of the constituent entities of the Merger in accordance with the requirements Section 18-209 of the Limited Liability Company Act of the State of Delaware.

THIRD: The name of the surviving entity of the Merger is CCO Holdings, LLC (the “Surviving Entity”).

FOURTH: The Certificate of Formation and the Limited Liability Company Agreement of CCOH as in effect immediately prior to the effective time of the Merger shall be, from and after the effective time of the Merger, the Certificate of Formation and the Limited Liability Company Agreement, respectively, of the Surviving Entity until thereafter duly amended in accordance with their respective and the Limited Liability Company Act of the State of Delaware.

FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity, located at 400 Atlantic Street, Stamford, CT 06901.

SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity on request, without cost, to any member of any constituent entity.

SEVENTH: The Merger shall become effective at 9:17 a.m., New York time, on May 18, 2016.

[Signature Page Follows]

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IN WITNESS WHEREOF, CCO Holdings, LLC has caused this Certificate to be executed on May 18, 2016.


CCO HOLDINGS, LLC

By: Charter Communications, Inc., its Sole Manager

By:		/s/ Richard R. Dykhouse
Name:		Richard R. Dykhouse
Title:		Executive Vice President, General Counsel and Corporate Secretary

[Signature Page to Certificate of Merger (Step 16 – CCOH and CCOH Safari)]

EX-3.6 7 d214722dex36.htm EX-3.6 EX-3.6

Exhibit 3.6

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CCO HOLDINGS, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by CCH II, LLC, a Delaware limited liability company (“CCHII”), as the sole member of CCO Holdings, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of June 19, 2003, as amended (the “Prior Agreement”); and

WHEREAS, CCHI, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan; and

SECTION 1. General.

(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 CCO Holdings, 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. 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 one percentage point of Percentage Interest (as defined in Section 7) held by such Member (totaling 100 Votes for all Members) (any fraction of such a percentage point shall be entitled to an equivalent fraction of a Vote). 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.

Notwithstanding anything to the contrary in this Operating Agreement, the Company shall not issue nonvoting equity securities to the extent prohibited by Section 1123(a)(6) of the Bankruptcy Code (11 U.S.C. §1123(a)(6)). The prohibition on the issuance of nonvoting equity securities is included in this Operating Agreement in compliance with Section 1123(a)(6) of the Bankruptcy Code (11 U.S.C. §1123(a)(6)).

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.

SECTION 4. Management.

(a) Management by Manager.

i) CCHII, as the sole member of the Company, hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

(2) issue membership 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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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.

SECTION 5. Officers.

(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 maybe 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.

(d) Duties and Authority of Officers.

i) President. The President shall be the chief executive officer and (if no other person has been appointed as such) the chief operating officer of the Company; shall (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.

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, CCHII is the sole Member. CCHII is not required to make any capital contribution to the Company; however, CCHII may make capital contributions to the Company at any time in its 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-l(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, CCHII 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. If an admission of a new Member results in the Company having more than one Member, this Agreement shall be amended in accordance with the provisions of Section 15(b) to establish the rights and responsibilities of the Members and to govern their relationships.

(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. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CCHII is the sole member of the Company, CCHII’s Percentage Interest shall be 100 percent.

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 positive 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 Percentage Interests from time to time.

SECTION 10. Dissolution; Winding Up.

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

SECTION 14. Exculpation and Indemnification.

(a) 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.

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 such indemnification 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.

SECTION 15. Miscellaneous.

(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 party has caused this Agreement to be duly executed on the date first above written.


CCH II, LLC

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

EXHIBIT A


Officers

Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President – Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

EXHIBIT B

Member

CCH II, LLC

EX-3.7 8 d214722dex37.htm EX-3.7 EX-3.7

Exhibit 3.7

CERTIFICATE OF FORMATION

AMERICAN CABLE ENTERTAINMENT COMPANY, LLC

This Certificate of Formation of American Cable Entertainment Company, LLC (the “LLC”) has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Act (6 Del. C. § 18-101, et. seq.).

FIRST. The name of the limited liability company formed hereby is American Cable Entertainment Company, LLC.

SECOND. The address of the registered office of the LLC in the State of Delaware is c/o Corporation Service Company, 1013 Centre Road, Wilmington, New Castle County, Delaware 19805.

THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, New Castle County, Delaware 19805.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the 12th day of January, 1997.


By:		/s/ David N. Britsch
		David N. Britsch
		Authorized Person


STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 01/12/1998
981013540 - 2845473

January 12, 1997

Delaware Secretary of State

Division of Corporations

Townsend Building

Dover, DE 19903

To Whom It May Concern:

American Cable Entertainment Inc. hereby consents to use of the name American Cable Entertainment by American Cable Entertainment Company, LLC.


Very truly yours,

AMERICAN CABLE ENTERTAINMENT INC.

By:		/s/ Day Patterson
		Day Patterson, Senior Vice President


AUG-31-99 TUE 15:57		CORPAMERICA INC			FAX NO. 3027365620				P. 03


				STATE OF DELAWARE
				SECRETARY OF STATE
				DIVISION OF CORPORATIONS
				FILED 09:00 AM 08/19/1999
				991346929 - 2845473

CERTIFICATE OF AMENDMENT

CERTIFICATE OF FORMATION

AMERICAN CABLE ENTERTAINMENT COMPANY, LLC

AMERICAN CABLE ENTERTAINMENT COMPANY, LLC, a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, DOES HEREBY CERTIFY:

1. Article 2 of the Certificate of Formation of the Limited Liability Company is hereby amended as follows:

The address of its registered office in the State of Delaware is 30 Old Rudnick Lane, Dover, DE 19901, County of Kent. The name of the registered agent at such address is CorpAmerica, Inc.

2. That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 18-202 of Title 6 of the Delaware Code.

IN WITNESS WHEREOF, said company has caused this Certificate to be signed by an authorized person this 12^th day of August, 1999.


/s/ Marcy Lifton
Name:		Marcy Lifton
Authorized Person


				STATE OF DELAWARE
				SECRETARY OF STATE
				DIVISION OF CORPORATIONS
				FILED 09:00 AM 07/18/2002
				020459795 - 2845473

Certificate of Amendment to Certificate of Formation

AMERICAN CABLE ENTERTAINMENT COMPANY, LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is American Cable Entertainment Company, LLC.

Executed on July 11, 2002

/s/ Marcy A. Lifton

Marcy A. Lifton, Authorized Person

DE LL D-:CERTIFICATE OF AMENDMENT TO CHANGE REGISTERED AGENT/REGISTERED OFFICE 09/00 (DELLCCHG)

EX-3.8 9 d214722dex38.htm EX-3.8 EX-3.8

Exhibit 3.8

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

AMERICAN CABLE ENTERTAINMENT COMPANY, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by Charter Communications Entertainment II, LLC, a Delaware limited liability company (“CCE II”), as the sole member of American Cable Entertainment Company, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of June 19, 2003, as amended (the “Prior Agreement”); and

WHEREAS, CCE II, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan; and

SECTION 1. General.

(b) Name. The name of the Company shall be American Cable Entertainment Company, 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.

SECTION 4. Management.

(a) Management by Manager.

i) CCE II, as the sole member of the Company, hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, CCE II is the sole Member. CCE II is not required to make any capital contribution to the Company; however, CCE II may make capital contributions to the Company at any time in its 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-l(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, CCE II shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CCE II is the sole member of the Company, CCE II’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

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

SECTION 15. Miscellaneous.

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

(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.

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


CHARTER COMMUNICATIONS ENTERTAINMENT II, LLC

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

EXHIBIT A

Officers



Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President – Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

EXHIBIT B

Member

Charter Communications Entertainment II, LLC

EX-3.9 10 d214722dex39.htm EX-3.9 EX-3.9

Exhibit 3.9


		State of Delaware
		Secretary of State
		Division of Corporations
		Delivered 07:50 PM 12/23/2015
		FILED 07:50 PM 12/23/2015
		SR 20151525037 - File Number 2089005

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST. The name of the limited liability company is

Athens Cablevision, LLC

SECOND. The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

THIRD. The duration of the company shall be perpetual.

FOURTH. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of its Registered Agent at such address is Corporation Service Company.

FIFTH. This effective date and time of this Certificate shall be December 31, 2015 at 10:30 p.m. Eastern Time.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 22nd day of December, 2015


By:		/s/ Thomas M. Degnan
Name:		Thomas M. Degnan
Title:		Authorized Person

BUS_RE/5853743.1

EX-3.10 11 d214722dex310.htm EX-3.10 EX-3.10

Exhibit 3.10

LIMITED LIABILITY COMPANY AGREEMENT

Athens Cablevision, LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of December 31, 2015 by Falcon First Cable of the Southeast, LLC, a Delaware limited liability company (the “Member”), as the member of Athens Cablevision, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

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.

SECTION 1. General.

(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 Member (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 Athens Cablevision, 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.

(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.

(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 4. Management.

(a) Management by Manager.

i) The Member hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

i) President. The President shall be the chief executive officer and (if no other person has been appointed as such) the chief operating officer of the Company; shall (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.

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.

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.

SECTION 6. Members.

(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.

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.

SECTION 10. Dissolution; Winding Up.

(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 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.

SECTION 14. Exculpation and Indemnification.

(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.

(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.

SECTION 15. Miscellaneous.

(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.

(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.

[Signature pages follow.]

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


COMPANY

ATHENS CABLEVISION, LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Thomas M. Degnan
Name:		Thomas M. Degnan
Title:		Senior Vice President – Finance and Corporate Treasurer

MEMBER

FALCON FIRST CABLE OF THE SOUHTEAST, LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Thomas M. Degnan
Name:		Thomas M. Degnan
Title:		Senior Vice President – Finance and Corporate Treasurer

Signature Page 1 of 2

Athens Cablevision, LLC

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC.

By:		/s/ Thomas M. Degnan
Name:		Thomas M. Degnan
Title:		Senior Vice President – Finance and Corporate Treasurer

Signature Page 2 of 2

Athens Cablevision, LLC

EXHIBIT A


Officers

Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President and President, Commercial Services
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Thomas Adams		Executive Vice President, Field Operations
James Blackley		Executive Vice President, Engineering and Information Technology
Catherine C. Bohigian		Executive Vice President, Government Affairs
Richard J. DiGeronimo		Executive Vice President, Product and Strategy
Kathleen Mayo		Executive Vice President, Customer Operations
James Nuzzo		Executive Vice President, Business Planning
David Scott Weber		Executive Vice President, Network Operations
Kevin D. Howard		Senior Vice President, Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Commercial Finance
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Chief Information Officer
Kathleen A. Carrington		Senior Vice President, Corporate Services
Thomas M. Degnan		Senior Vice President, Finance and Corporate Treasurer
Alexander Dudley		Senior Vice President, Communications
Lawrence N. Eleftheri		Senior Vice President, Media Sales
Adam Falk		Senior Vice President, State Government Affairs
Charlotte Field		Senior Vice President, Application Platform Ops
Charles Fisher		Senior Vice President, Corporate Finance
Ronald J. Hartz		Senior Vice President, Financial Planning and Analysis
Keith R. Hayes		Senior Vice President, Network Operations
James M. Heneghan		President, Charter Media
Alexander Dennis Hoehn-Saric		Senior Vice President, Government Affairs
Joseph Leonard		Senior Vice President, Marketing and Creative Strategy
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Frederick J Pappalardo		Senior Vice President, Business Planning
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Thomas E. Proost		Senior Vice President, Deputy General Counsel and Assistant Corporate Secretary
Jodi Robinson		Senior Vice President, UX Design and Development
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Gary Schanman		Senior Vice President, Video Products


Ernest Richard Schultz		Senior Vice President, Sales and Retention
Allan Singer		Senior Vice President, Programming
Daniel J. Bollinger		Vice President, Associate General Counsel, and Assistant Corporate Secretary

The business address for all officers is 400 Atlantic Street, Stamford CT, 06901

EXHIBIT B

Economic Interests

As of December 31, 2015


Members	Economic Interest Percentage

Falcon First Cable of the Southeast, LLC		100	%

EX-3.11 12 d214722dex311.htm EX-3.11 EX-3.11

Exhibit 3.11


State of Delaware
Secretary of State
Division of Corporations
Delivered 03:27 PM 12/15/2010
FILED 03:02 PM 12/15/2010
SRV 101192617 - 3224951 FILE

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

BRESNAN BROADBAND HOLDINGS, LLC

This Amended and Restated Certificate of Formation of Bresnan Broadband Holdings, LLC (the “Company”), dated as of December 15, 2010 is being duly adopted and filed by the Company and executed by the undersigned, an authorized person, in accordance with the provisions of 6 Del. C. §18-208, to amend and restate the original Certificate of Formation of the Company which was filed on May 8, 2000, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq).

1. Name. The name of the limited liability company is Bresnan Broadband Holdings, LLC.

2. Registered Office. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, (County of New Castle).

3. Registered Agent. The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, (County of New Castle).

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of the date first above written.


BRESNAN BROADBAND HOLDINGS, LLC

By:	BBHI HOLDINGS LLC, its sole member

	By:	CSC HOLDINGS, LLC, its sole member

		By:	/s/ Bret Richter
			Name:	Bret Richter
			Title:	SVP

EX-3.12 13 d214722dex312.htm EX-3.12 EX-3.12

Exhibit 3.12

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Bresnan Broadband Holdings, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of July 1, 2013 by Charter Communications Operating, LLC, a Delaware limited liability company (“CCO”), as the sole member of Bresnan Broadband Holdings, LLC a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement entered into on December 14, 2010, by and between the Company and its member (as the same may have been amended, supplemented or restated from time to time, (the “Prior Agreement”); and

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

SECTION 1. General.

(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 Bresnan Broadband Holdings, 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.

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.

(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 one percentage point of Percentage Interest (as defined in Section 7) held by such Member (totaling 100 Votes for all Members) (any fraction of such a percentage point shall be entitled to an equivalent fraction of a Vote). 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 4. Management.

(a) Management by Manager.

i) Charter Communications Operating, LLC., as the sole member of the Company, hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

i) President. The President shall be the chief executive officer and (if no other person has been appointed as such) the chief operating officer of the Company; shall (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.

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, CCO is the sole Member. CCO is not required to make any capital contribution to the Company; however, CCO may make capital contributions to the Company at any time in its 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, CCO 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. If an admission of a new Member results in the Company having more than one Member, this Agreement shall be amended in accordance with the provisions of Section 15(b) to establish the rights and responsibilities of the Members and to govern their relationships.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CCO is the sole member of the Company, CCO’s Percentage Interest shall be 100 percent.

SECTION 8. Distributions. The Company may from time to time distribute to the Members such amounts in cash and other assets as shall be determined by the Members 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 Percentage Interests. Liquidating distributions shall be made to the Members in accordance with their respective positive capital account balances. Each Member shall be entitled to look solely to the assets of the Company for the return of such Member’s positive capital account balance. Notwithstanding that the assets of the Company remaining after payment of or due provision for all debts, liabilities, and obligations of the Company may be insufficient to return the capital contributions or share of the Company’s profits reflected in such Member’s positive 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 Percentage Interests from time to time.

SECTION 10. Dissolution; Winding Up.

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

SECTION 14. Exculpation and Indemnification.

(a) 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.

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.

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

SECTION 15. Miscellaneous.

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

(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.

(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 party has caused this Agreement to be duly executed on the date first above written.


COMPANY

BRESNAN BROADBAND HOLDINGS, LLC
By Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

MEMBER

CHARTER COMMUNICATIONS OPERATING, LLC
By Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


MANAGER

CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT A

OFFICERS


Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Thomas Adams		Executive Vice President, Field Operations
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Kathleen Mayo		Executive Vice President, Customer Operations
James Blackley		Executive Vice President, Engineering and Information Technology
David Scott Weber		Executive Vice President, Network Operations
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Finance Operations
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Information Technology
Thomas M. Degnan		Senior Vice President – Finance and Corporate Treasurer
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Alexander Dudley		Senior Vice President, Communications
Keith R. Hayes		Senior Vice President, Network Operations
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Charles Fisher		Senior Vice President – Corporate Finance
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Member

Charter Communications Operating, LLC

EX-3.13 14 d214722dex313.htm EX-3.13 EX-3.13

Exhibit 3.13



ARTICLES OF ORGANIZATION
Form 400 Revised July 1, 2002
Filing fee: $50.00
Deliver to: Colorado Secretary of State
Business Division,
1560 Broadway, Suite 200
Denver, CO 80202-5169
This document must be typed or machine printed
Copies of filed documents may be obtained at www.sos.state.co.us		ABOVE SPACE FOR OFFICE USE ONLY

Pursuant to § 7-80-203, Colorado Revised Statutes (C.R.S.), the individual named below causes these Articles of Organization to be delivered to the Colorado Secretary of State for filing, and states as follows:

1. The name of the limited liability company is: Bresnan Broadband of Colorado, LLC

The name of a limited liability company must contain the term “limited liability company”, “ltd. liability company”, “limited liability co.”, or “ltd. liability co.” or the abbreviation “LLC” or “L.L.C.” §7-90-601(3)[(c). C.R.S.

2. If known, The principal place of business of the limited liability company is: 2502 Foresight Circle, Grand Junction, Colorado 81505

3. The name, and the business address, of the registered agent for service of process on the limited liability company are: Name The Corporation Company; Business Address (must be a street or other physical address in Colorado) 1675 Broadway Denver, Colorado 80202 If mail is undeliverable to this address, ALSO include a post office box address:

4. a. If the management of the limited liability company is vested in managers, mark the box ☐ “The management of the limited liability company is vested in managers rather than members.” The name(s) and business address(es) of the initial manager(s) is(are):


Name(s)						Business Address(es)

						or

b. If management of the limited liability company is not vested in managers rather than members, The name(s) and business address(es) of the initial member(s) is(are):


Name(s)						Business Address(es)
Bresnan Communications, LLC						1 Manhattanville Road, Purchase, New York 10577

5. The (a) name or names, and (b) mailing address or addresses, of any one or more of the individuals who cause this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, are: Katherine E. Duplay, Sole Organizer, Holland & Hart LLP, 555 Seventeenth Street, Suite 3200, Denver, Colorado 80202-3979

OPTIONAL. The electronic mail and/or Internet address for this entity is/are: e-mail Web site The Colorado Secretary of State may contact the following authorized person regarding this document:

name address

voice fax e-mail

Disclaimer: This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

CO040 - 7/02/2002 C T System Online


STATEMENT OF CORRECTION
Form 165 *NOT VALID AFTER JUNE 30, 2004*
Read about new Forms at www.sos.state.co.us
Filing fee: $5.00
Deliver to: Colorado Secretary of State
Business Division
1560 Broadway, Suite 200
Denver, CO 80202-5169
This document must be typed or machine printed
Copies of filed documents may be obtained at www.sos.state.co.us		ABOVE SPACE FOR OFFICE USE ONLY

DLLC 20041126376

Pursuant to § 7-90-305 and part 3 of article 90 of title 7, Colorado Revised Statutes (C.R.S.), the following statement of correction is delivered to the Colorado Secretary of State for filing.

1.	The exact name of the entity is: Bresnan Broadband of Colorado, LLC

organized under the laws of: Colorado

2.	Description of the document being corrected (i.e. Articles of Incorporation, Amendment, Merger, or other) or attach copy of the document:


Document Type				Date Document was Filed
Articles of Organization				April 6, 2004

3.	Specify the incorrect statement and the reason it is incorrect, or the manner in which the execution, attestation, sealing, verification, or acknowledgment was defective: The name of the initial member was incorrectly stated.

4.	Statement of corrected information or correction of the defective execution, attestation, sealing, verification, or acknowledgment: The name of the initial member is Bresnan Digital Services, LLC.

The (a) name or names, and (b) mailing address or addresses, of any one or more of the individuals who cause this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, are: Katherine E. Duplay, Holland & Hart LLP, 555 17th St., Ste. 3200, Denver, CO 80202-3979

Please refer to § 7-90-301 (8), C.R.S

LOGO

Document must be filed electronically Paper documents will not be accepted.

Document processing fee

Fees & forms/cover sheets are subject to change.

To access other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.

LOGO

$20.00

Colorado Secretary of State

Date and Time: 05/11/2011 04:23 PM

ID Number: 20111278090

Document number: 20111278090

Amount Paid: $20.00

ABOVE SPACE FOR OFFICE USE ONLY

Statement of Trade Name of a Reporting Entity

filed pursuant to §7-71-103 and §7-71-107 of the Colorado Revised Statutes (C.R.S)

1.	For the reporting entity delivering this statement, its ID number, true name, form of entity and the jurisdiction under the law of which it is formed are


ID Number	20041126376
	(Colorado Secretary of State ID number)

True name	BRESNAN BROADBAND OF COLORADO, LLC

Form of entity	Limited Liability Company

Jurisdiction	Colorado	.

2.	The trade name under which such entity transacts business or conducts activities or contemplates transacting business or conducting activities in this state is Optimum.

3.	A brief description of the kind of business transacted or activities conducted or contemplated to be transacted or conducted in this state under such trade name is Own, operate and provide cable television, internet and VOIP systems and services.

4.	(If the following statement applies, adopt the statement by marking the box and include an attachment.)

☐

This document contains additional information as provided by law.

5.	(*Caution:* Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)

(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)


The delayed effective date and, if applicable, time of this document are		.
	(mm/dd/yyyy hour:minute am/pm)

Notice:

Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that such document is such individual’s act and deed, or that such individual in good faith believes such document is the act and deed of the person on whose behalf such individual is causing such document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S. and, if applicable, the constituent documents and the organic statutes, and that such individual in good faith believes the facts stated in such document are true and such document complies with the requirements of that Part, the constituent documents, and the organic statutes.


TRDNM_RE		Page 1 of 2		Rev. 01/01/2008

This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is identified in this document as one who has caused it to be delivered.

6.	The true name and mailing address of the individual causing this document to be delivered for filing are


Salhus	Victoria
(Last)	(First)	(Middle)	(Suffix)
1111 Stewart Avenue
(Street number and name or Post Office Box information)

Bethpage	NY	11714
(City)	(State)	(Postal/Zip Code)


	United States	.
(Province – if applicable)	(Country – if not US)

(If the following statement applies, adopt the statement by marking the box and include an attachment.)

☐

This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.

Disclaimer:

This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s).


TRDNM_RE		Page 2 of 2		Rev. 01/01/2008

EX-3.14 15 d214722dex314.htm EX-3.14 EX-3.14

Exhibit 3.14

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Bresnan Broadband of Colorado, LLC

(a Colorado Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of July 1, 2013 by Bresnan Digital Services, LLC, a Delaware limited liability company (“BDS”), as the sole member of Bresnan Broadband of Colorado, LLC, a Colorado limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by the Company is governed by a limited liability company agreement previously entered into by and between the Company and its member (as the same may have been amended, supplemented or restated from time to time thereafter, the “Original Agreement”); and

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

SECTION 1. General.

(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 Colorado, the Company was formed as a limited liability company under the Colorado Revised Statutes, Title 7, Article 80, 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 Bresnan Broadband of Colorado, 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 Colorado shall be c/o Corporation Service Company, 1560 Broadway, Suite 2090, Denver, Colorado 80202. The name and address of the registered agent for service of process

on the Company in the State of Colorado shall be Corporation Service Company, 1560 Broadway, Suite 2909, Denver, Colorado 80202. The registered office or registered agent of the Company may be changed from time to time by the Manager.

(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 one percentage point of Percentage Interest (as defined in Section 7) held by such Member (totaling 100 Votes for all Members) (any fraction of such a percentage point shall be entitled to an equivalent fraction of a Vote). 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 4. Management.

(a) Management by Manager.

i) Bresnan Digital Services, LLC., as the sole member of the Company, hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

i) President. The President shall be the chief executive officer and (if no other person has been appointed as such) the chief operating officer of the Company; shall (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

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, BDS is the sole Member. BDS is not required to make any capital contribution to the Company; however, BDS may make capital contributions to the Company at any time in its 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-l(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, BDS shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as BDS is the sole member of the Company, BDS’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

(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 14. Exculpation and Indemnification.

(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.

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

SECTION 15. Miscellaneous.

(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.

(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.

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


COMPANY

BRESNAN BROADBAND OF COLORADO, LLC
By Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel
		and Corporate Secretary

MEMBER

BRESNAN DIGITAL SERVICES, LLC
By Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


MANAGER

CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT A


OFFICERS

Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Thomas Adams		Executive Vice President, Field Operations
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Kathleen Mayo		Executive Vice President, Customer Operations
James Blackley		Executive Vice President, Engineering and Information Technology
David Scott Weber		Executive Vice President, Network Operations
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Finance Operations
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Information Technology
Thomas M. Degnan		Senior Vice President – Finance and Corporate Treasurer
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Alexander Dudley		Senior Vice President, Communications
Keith R. Hayes		Senior Vice President, Network Operations
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Charles Fisher		Senior Vice President – Corporate Finance
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Member

Bresnan Digital Services, LLC

EX-3.15 16 d214722dex315.htm EX-3.15 EX-3.15

Exhibit 3.15


STATE OF MONTANA		Prepare, sign, submit with an original signature and filing fee. This is the minimum information required.
ARTICLES of AMENDMENT for DOMESTIC LIMITED LIABILITY COMPANY 35-8-203, MCA		(This space for use by the Secretary of State only)

MAIL:	LINDA McCULLOCH
	Secretary of State
	P.O. Box 202801
	Helena, MT 59620-2801
PHONE:	(406) 444-3665
FAX:	(406) 444-3976
WEB SITE:	sos.mt.gov

		Required Filing Fee: $15.00
		☒ 24 Hour Priority Handling check box and Add $20.00
		☐ 1 Hour Expedite Handling check box and Add $100.00

PLEASE CHECK ONLY ONE BOx:

☒ Limited Liability Company

☐ Professional Limited Liability Company


1.	The current name of this Limited Liability Company is:	Bresnan Broadband of Montana, LLC

2.	The date the initial Articles of Organization were filed is:	April 6, 2004
	(This is not the date you are filing these Articles of Amendment.) (month/day/year)

3.	The following amendment(s) were adopted in the manner provided for by the Montana Limited Liability Company Act: (A separate sheet of paper may be attached if necessary.)

	The purpose of this amendment is to change from member managed to manager managed. The name and address of the Manager is Charter Communications, Inc., 12405 Powerscourt Drive, St. Louis, MO 63131.

4.	I, HEREBY SWEAR AND AFFIRM, under penalty of law, that the facts contained in this document are true.







/s/ Tom Proost
Signature of managing Member or Manager
SVP, Deputy General Counsel and Assistant Sectretary		April 2, 2014
Title (managing manager or member)		Date


Daytime Contact: Phone		314-543-2411		Email		cindy.minahan@charter.com


sos.mt.gov/Business/Forms		20-Articles_of_Amendment_for_Domestic_Limited_Liability_Company.doc		Revised10/01/2013


STATE OF MONTANA		Prepare, sign, submit with an original signature and filing fee
		This is the minimum information required.
REINSTATEMENT or REVIVER for DOMESTIC or FOREIGN LIMITED LIABILITY COMPANY APPLICATION		(This space for use by the Secretary of State only)
MAIL:	LINDA McCULLOCH
	Secretary of State
	P.O. Box 202801
	Helena, MT 59620-2801
PHONE:	(406) 444-3665
FAX:	(406) 444-3976
WEB SITE:	sos.mt.gov



		Filing Fee:

		Domestic Reinstatement $35.00 plus annual reports
		Domestic Reviver $15.00 plus annual reports
		Foreign Reviver $15.00 plus annual reports

		☐ 24 Hour Priority Handling check box and Add $20.00

		☐ 1 Hour Expedite Handling check box and Add $100.00

PLEASE CHECK ONE BOX:

☒ Domestic Reinstatement (35-8-912, MCA)

☐ Domestic Reviver (15-31-524, MCA)

☐ Foreign Reviver (15-31-524, MCA)


1.		The exact name of the limited liability company is:

		Bresnan Broadband of Montana, LLC
2.		The limited liability company’s business mailing address is:
		1111 Stewart Avenue, Bethpage, NY 11714
3.		The assets of the limited liability company have not been liquidated.
4.		Not less than a majority of its members have authorized this Application of Reinstatement/Reviver.
5.		If the limited liability company name has been legally acquired by another business entity prior to its Application for Reinstatement, the limited liability company desires to be reinstated with the new name of:



6.		For Domestic or Foreign Reviver: The limited liability company submits with this application a Certificate of Reinstatement of Suspended Limited Liability Company obtained from the Department of Revenue evidencing payment of delinquent taxes.

7.		For Domestic Reinstatement: Attached are all Annual Reports as required by the Montana Secretary of State and

Pursuant to 35-8-912, MCA, a certificate from the Montana Department of Revenue stating that all taxes imposed pursuant to Title 15 have been paid must be attached. You may contact them at (406) 444-6900; PO Box 5805, Helena, MT 59620-5805.

☒X Check this box if this is a “single member” limited liability company that is not taxed as a corporation.

Pursuant to 35-8-912, MCA a certificate from the Montana Department of Revenue is not required.



8.		I, HEREBY SWEAR AND AFFIRM, under penalty of law, that the facts contained in this document are true.



Daytime Contact phone:	516 803-2574	Email:


sos.mt.gov/Business/Forms		22-Reinstatement_or_Reviver_for_Domestic_Limited_Liability_Company		Revised: 11/14/2012


STATE OF MONTANA STATEMENT of CHANGE of REGISTERED AGENT and/or REGISTERED OFFICE		This is the minimum information required (This space for use by the Secretary of State only)
MAIL:	LINDA McCULLOCH
	Secretary of State
	P.O. Box 202801
	Helena, MT 59620-2801
PHONE:	(406)444-3665
FAX:	(406)444-3976
WEBSITE:	sos.mt.gov



		☐ 24 Hour Priority Filing Add $ 20.00

		☐ 1 Hour Expedite Filing Add $100.00

For the purpose of having and continuously maintaining a registered agent at a registered office within the State of Montana, the undersigned submits the following statements of fact to the Secretary of State in accordance with 35-7-108, MCA, or 35-7-109, MCA:

State ID:


1.		The exact name of the entity:

		Bresnan Broadband of Montana, LLC

		Registered Agent Information

		2. The name of the current registered agent: CT Corporation System

		3. The street and mailing address of the current registered office:

		PO Box 7054

		401 N 31st Street, Suite 1650, Billings, MT 59103-7054

		4. The name of the newly appointed registered agent: Corporation Service Company

		5. The street and mailing address of the newly appointed registered office (Must be in Montana and include street name and number or physical location in addition to box number with the city and zip):



		26 West Sixth Avenue, P.O. Box 1691, Helena, MT 59624-1691


		Signature of consent of agent if filing under 35-7-109, MCA: Corporation Service Company


		By:		/s/ DAVID NICKELSEN
				DAVID NICKELSEN, ASST VP


6.		By my signature, I, as an official of the above entity, do state that I signed this statement on behalf of the entity and that the statements contained therein are true, under penalty of false swearing.


http://sos.mt.gov/Business/Forms.aso		80-Statement_of_Change_of_Agent_and_Office.doc		Revised: 1/5/2009


APR-07-2004 14:46		CT CORP				303 629 2525 P.02

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ARTICLES OF CORRECTION

ARTICLES OF ORGANIZATION

BRESNAN BROADBAND OF MONTANA, LLC

C-131968

1. The Articles of Organization (the “Articles of Organization”) of Bresnan Broadband of Montana, LLC (the “LLC”) were filed with the Montana Secretary of State on April 6, 2004.

2. Article 6 of the Articles incorrectly stated the name of the initial member of the LLC.

3. The correct name of the initial member of the LLC is Bresnan Digital Services, LLC.


Date: April 7, 2004		/s/ Katherine E. Duplay
		Katherine E. Duplay, Sole Organizer

3216460_1.DOC

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STATE OF MONTANA ARTICLES of AMENDMENT for DOMESTIC LIMITED LIABILITY COMPANY 35-8-203, MCA		Prepare, sign, submit with an original signature and filing fee. This is the minimum information required. (This space for use by the Secretary of State only)




MAIL:	LINDA McCULLOCH Secretary of State P.O. Box 202801 Helena, MT 59620-2801



PHONE: FAX: WEB SITE:	(406) 444-3665 (406) 444-3976 sos.mt.gov
		Required Filing Fee: $15.00
		☒ 24 Hour Priority Handling check box and Add $20.00
		☐ 1 Hour Expedite Handling check box and Add $100.00

PLEASE CHECK ONLY ONE BOX:

☒ Limited Liability Company

☐ Professional Limited Liability Company

1.	The current name of this Limited Liability Company is: Bresnan Broadband of Montana, LLC

2.	The date the initial Articles of Organization were filed is: April 6, 2004

(This is not the date you are filing these Articles of Amendment.) (month/day/year)

3.	The following amendment(s) were adopted in the manner provided for by the Montana Limited Liability Company Act: (A separate sheet of paper may be attached if necessary.)

The purpose of this amendment is to change from member managed to manager managed. The name and address of the Manager is Charter Communications, Inc., 12405 Powerscourt Drive, St. Louis, MO 63131.

4.	I, HEREBY SWEAR AND AFFIRM, under penalty of law, that the facts contained in this document are true.







/s/ Tom Proost
Signature of managing Member or Manager
SVP, Deputy General Counsel and Assistant Secretary		April 2, 2014
Title (managing manager or member)		Date


Daytime Contact: Phone 314-543-2411		Email cindy.minahan@charter.com


sos.mt.gov/Business/Forms		20-Articles_of_Amendment_for_Domestic_Limited_Liability_Company.doc		Revisedl0/01/2013

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MONTANA LIMITED LIABILITY COMPANY ANNUAL REPORT			Prepare, sign, submit with an original signature and filing fee. This is the minimum information required.
MAIL: PHONE: FAX: WEB SITE:	LINDA McCULLOCH Secretary of State P.O. Box 202801 Helena, MT 59620-2801 (406) 444-5522 (406) 444-3976 sos.mt.gov	For the year 2013	(This space for use by the Secretary of State only)
BRESNAN BROADBAND OF MONTANA, LLC CORPORATION SERVICE COMPANY PO BOX 1691 HELENA MT 596241691			(This space for use by the Secretary of State only)
			Required Filing Fee: $15.00 (on or before April 15th)
			$30.00 (after April 15th)
			No Postmarks Accepted
			☐ 24 Hour Priority Filing Add $20.00
			☒ 1 Hour Expedite Filing Add $100.00

Organizational ID Number: C131968

Exact Name of Limited Liability Company:

BRESNAN BROADBAND OF MONTANA, LLC


Registered Agent Information.
The name of and address of the Registered Agent/Office in Montana:
Name of Registered Agent: CORPORATION SERVICE COMPANY Phone (Optional):
E-Mail Address (Optional):
Street Address: 26 W SIXTH AVE
(or Physical Location)
Mailing Address/PO Box*: PO BOX 1691 HELENA MT 596241691
* Complete if mailing address is different from street address or physical location and both addresses must be in Montana.
Signature of New Registered Agent:

1.	State of Organization: MT

2.	Address of Principal Office:

1111 STEWART AVE BETHPAGE NY 11714

3.	Limited liability company is managed by: ☐ Managers or ☑ Members. Please check either box. (This information must agree with our records).

4.	Names and business addresses of Individual Managers or Members: (To remove managers or members see opposite page).


INDIVIDUAL	SERVICES LLC BRESNAN DIGITAL	1111 STEWART AVE	BETHPAGE	NY 11714
REGISTERED	BRESNAN COMMUNICATIONS, LLC	1111 STEWART AVE	BETHPAGE	NY 11714

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INSTRUCTIONS FOR REMOVING MEMBERS OR MANAGERS

DOMESTIC:

•

Statement of Dissociation- The only time you need to file a Statement of Dissociation is when a member (or members) has dissociated (withdrawn) from the limited liability company. Prepare a Statement of Dissociation to remove each member(s). The statement of Dissociation must state the name of the LLC and the name(s) of the specific member(s) that is being dissociated from the LLC. The Statement of Dissociation can be signed by the specific member(s) being removed or by one of the other listed members. The filing fee is $15.00 per Statement of Dissociation.

•

Managed by Members- If a member is no longer managing the LLC but remains a member, a Statement of Dissociation is NOT required. Simply do not list their name as a manager.

•

Managed by Managers- If a manager is no longer managing the LLC and is not a member, a Statement of Dissociation is NOT required. Simply do not list their name as a manager.

FOREIGN:

•

Managed by Members of Managers- Members or managers can be removed from the annual report without any requirements. Simply do not list their name as a manager.

5.	LLC Purpose/Description: LLC MANAGED BY MEMBERS - NONE STATED

6.	Professional Limited Liability Companies only. I certify that all the members and not less than one-half of the managers are qualified with the proper licensing authority in Montana or meet higher standards as specified by that licensing authority.

7.	By my signature below, I, an official of the above Limited Liability Company, do state that I signed this report on behalf of the Limited Liability Company, and that the statements herein contained are true, under penalty of false swearing.

I further state that the LLC remains in existence and has taken the necessary actions during the past year to preserve the status.


/s/ Victoria Salhus	Victoria Salhus, SVP & Secretary	6/20/13
Signature of Authorized Agent	Printed name of Authorized Agent	Date

1111 Stewart Avenue, Bethpage, NY 11714

Address


Daytime Contact:		Phone: 516 803-2574		Email:

All information provided, including names and addresses of members and managers, will be made available on the Secretary of State’s web site or upon request.

Please send fee and completed report to:

Linda McCulloch (406) 444-5522

Secretary Of State

P.O. Box 202801

Helena MT 59620-2801

Make checks payable to Secretary Of State, Helena MT 59620-2801

MUST BE RETURNED IN ORDER FOR YOUR LIMITED

LIABILITY COMPANY TO REMAIN ACTIVE AND IN GOOD

STANDING AND PREVENT INVOLUNTARY

DISSOLUTION/REVOCATION PER 35-8-208, MCA

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For the purpose of modifying their commercial registered agent information on file with the Montana Secretary of State, the undersigned submits the following statements in accordance with 35-1-110, MCA:

1.	The exact name of the entity:

BRESNAN BROADBAND OF MONTANA, LLC

Registered Agent Information

The name of current registered agent: C T CORPORATION SYSTEM

The new type or jurisdiction of organization:

The new name of the registered agent: C T CORPORATION SYSTEM

The street and mailing address of the new registered office (must be in Montana):

401 N 31ST ST STE 1650 PO BOX 7054

BILLINGS MT 59103-7054

(Include street name and number or physical location in addition to box number with the city and zip)

6.	A commercial registered agent shall promptly furnish each entity represented by it with notice of record of the filing of a statement of change relating to the name or address of the agent and the changes made by the filing.

7.	By my signature, I, as commercial registered agent, do state that I signed this statement and that the statements contained therein are true, under penalty of false swearing.

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STATE OF MONTANA		This is the minimum information required
		(This space for use by the Secretary of State only)
STATEMENT of CHANGE of COMMERCIAL
REGISTERED AGENT and/or REGISTERED OFFICE
		370297
MAIL:	BRAD JOHNSON	State of Montana
	Secretary of State	Filed
	P.O. Box 202801	OCT 06 2008
	Helena, MT 59620-2801	Secretary of State
PHONE:	(406)444-3665	C - 131968
FAX:	(406)444-3976
WEB SITE:	sos.mt.gov
		No Fee
		☐ 24 Hour Priority Filing Add $20.00
		☐ 1 Hour Expedite Filing Add $100.00

1.	The exact name of the entity:

BRESNAN BROADBAND OF MONTANA, LLC

Registered Agent Information

The name of current registered agent: C T CORPORATION SYSTEM

The new type or jurisdiction of organization:

The new name of the registered agent: C T CORPORATION SYSTEM

The street and mailing address of the new registered office (must be in Montana):

401 N 31ST ST STE 1650 PO BOX 7054

BILLINGS MT 59103-7054

(Include street name and number or physical location in addition to box number with the city and zip)

6.	A commercial registered agent shall promptly furnish each entity represented by it with notice of record of the filing of a statement of change relating to the name or address of the agent and the changes made by the filing.

7.	By my signature, I, as commercial registered agent, do state that I signed this statement and that the statements contained therein are true, under penalty of false swearing.

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Executed by the undersigned for the purpose of forming a Montana Limited Liability Company,

PLEASE CHECK ONE BOX:

☒ Limited Liability Company ☐ Professional Limited Liability Company

1.	The name of the limited liability company: Bresnan Broadband of Montana, LLC

(Must contain “limited liability company”, “limited company” or if Professional, “professional limited liability company”, or an abbreviation)

2.	The name and address of its registered office/agent in Montana:

Name: C T Corporation System

Street Address: 40 West Lawrence, Suite A, (mailing address: P.O. Box 1166, Helena, MT 59624-1166)

City: Helena Montana, Zip Code: 59601

Signature of Registered Agent (Required) Hiedi M. Liesch, Asst. Secretary

3.	The address of its principal place of business in Montana:

Street Address: 1124 16th Street West, #6

City: Billings Montana, Zip Code: 59102

4.	(Check one) ☐ Term ☑ At Will

If Term, the latest date on which the LLC is to dissolve:

5.	The LLC will be managed by (check one) a ☐ Manager or by its ☑ Members

6.	The names of the Managers or Members and street addresses are:

Bresnan Communications, LLC, I Manhattanville Road, Purchase, New York 10577 E-39295

7.	If one or more members of the company are liable for the LLC’s debts and obligations under 35-8-304(3), MCA, please provide a list of liable members and attach written consents of each.

8.	If a Professional Limited Liability Company, the services to be provided:


/s/ Katherine E. Duplay				April 6, 2004
Signature of Organizer				Date

Katherine E. Duplay, Sole Organizer
Printed Name and Title


S:\BSB Final Documents\Forms\Articles of Organization for Domestic limited liability company.doc		Revised: 10/1/2003

MT034 - 11/21/03 C T System Online

TOTAL P.02

EX-3.16 17 d214722dex316.htm EX-3.16 EX-3.16

Exhibit 3.16

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Bresnan Broadband of Montana, LLC

(a Montana Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of July 1, 2013 by Bresnan Digital Services, LLC, a Delaware limited liability company (“BDS”), as the sole member of Bresnan Broadband of Montana, LLC a Montana limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by a limited liability company agreement previously entered into by and between the Company and its member (as the same may have been amended, supplemented or restated from time to time thereafter, the “Original Agreement”); and

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

SECTION 1. General.

(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 Montana, the Company was formed as a limited liability company under the Montana Limited Liability Company Act, Title 35, Chapter 8, 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 Bresnan Broadband of Montana, 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 Montana shall be c/o Corporation Service Company, 26 West Sixth Avenue, Helena, Montana 59624-1691. The name and address of the registered agent for service of process on

the Company in the State of Montana shall be Corporation Service Company, 26 West Sixth Avenue, Helena, Montana 59624-1691. The registered office or registered agent of the Company may be changed from time to time by the Manager.

(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 one percentage point of Percentage Interest (as defined in Section 7) held by such Member (totaling 100 Votes for all Members) (any fraction of such a percentage point shall be entitled to an equivalent fraction of a Vote). 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 4. Management.

(a) Management by Manager.

i) Bresnan Digital Services, LLC, as the sole member of the Company, hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, BDS is the sole Member. BDS is not required to make any capital contribution to the Company; however, BDS may make capital contributions to the Company at any time in its 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-l(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, BDS shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as BDS is the sole member of the Company, BDS’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

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 II 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 14. Exculpation and Indemnification.

(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.

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

SECTION 15. Miscellaneous.

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

(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.

(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 party has caused this Agreement to be duly executed on the date first above written.


COMPANY

BRESNAN BROADBAND OF MONTANA, LLC By Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

MEMBER

BRESNAN DIGITAL SERVICES, LLC
By Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


MANAGER

CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT A

OFFICERS


Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Thomas Adams		Executive Vice President, Field Operations
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Kathleen Mayo		Executive Vice President, Customer Operations
James Blackley		Executive Vice President, Engineering and Information Technology
David Scott Weber		Executive Vice President, Network Operations
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Finance Operations
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Information Technology
Thomas M. Degnan		Senior Vice President – Finance and Corporate Treasurer
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Alexander Dudley		Senior Vice President, Communications
Keith R. Hayes		Senior Vice President, Network Operations
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business Senior
Abigail T. Pfeiffer		Vice President, Human Resources Senior Vice
Donald Poulter		President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Charles Fisher		Senior Vice President – Corporate Finance
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Member

Bresnan Digital Services, LLC

EX-3.17 18 d214722dex317.htm EX-3.17 EX-3.17

Exhibit 3.17

RECEIVED

NOV 28 2006

Utah Div. Of Corp. & Comm. Code

ARTICLES OF ORGANIZATION

BRESNAN BROADBAND OF UTAH, LLC

ARTICLE I

NAME OF LIMITED LIABILITY COMPANY

The name of the limited liability company hereby formed is Bresnan Broadband of Utah, LLC (the “Company”).

ARTICLE II

BUSINESS PURPOSES

The business purposes for which the Company is organized are:

(a) To provide telecommunications services;

(b) To exercise all other powers necessary to or reasonably connected with the Company’s business which may be legally exercised by limited liability companies under the Act.

The foregoing clauses shall be construed to as to not limit or restrict in any manner the general power of the Company.

ARTICLE III

REGISTERED AGENT NAME, SIGNATURE AND STREET ADDRESS

CT Corporation System

50 West Broadway Street, Suite 800

Salt Lake City, Utah 84101

I hereby accept appointment as Registered Agent for the Company:

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CP Corporation System

Ms. Kim Miyake

Special Assistant

By:

/s/ Kim Miyake

Secretary

The director of the Division of Transportation and Commercial Code of the Utah Department of Commerce is appointed the agent of the Company for service of process if the above-named registered agent) has, without succesor, resignal, the agent’s authority has been revoked or the agent cannot be found or served with the exercise of reasonable diligence.


	1


	Date:	11/26/2006
	Receipt Number:	1956607
	Amount Paid:	$52.00

6401518

ARTICLE IV

DESIGNATED OFFICE

98 West Harding Avenue

Cedar City, Utah 84720

ARTICLE V

ORGANIZER(S)

The Company does not have organizers who are not members of the Company.

ARTICLE VI

MANAGEMENT

The Company will be member managed.

The name and address of the Member is

Bresnan Digital Services, LLC

One Manhattanville Road

Purchase, New York 10577

LOGO

Member Signature:

Bresnan Digital Services, LLC

By:

Bresnan Communications, LLC, Member

By:

Bresnan Broadband Holdings, LLC, Manager

By:

Bresnan Communications, Inc., Manager

By:

/s/ Robert Bresnan

Robert Bresnan

Senior Vice President and General Counsel

ARTICLE VII

PRINCIPAL ADDRESS

One Manhattanville Road

Purchase, New York 10577

EX-3.18 19 d214722dex318.htm EX-3.18 EX-3.18

Exhibit 3.18

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Bresnan Broadband of Utah, LLC

(a Utah Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of July 1, 2013 by Bresnan Digital Services, LLC, a Delaware limited liability company (“BDS”), as the sole member of Bresnan Broadband of Utah, LLC a Utah limited liability company (the “Company”).

W I T N E S S E T H:

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

SECTION 1. General.

(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 Utah, the Company was formed as a limited liability company under the Utah Revised Limited Liability Company Act, Title 48, Chapter 2c, 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 Bresnan Broadband of Utah, 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 Utah shall be c/o Corporation Service Company, 2180 South 1300 East, Suite 650, Salt Lake City, Utah 84106. The name and address of the registered agent for service of process on

the Company in the State of Utah shall be Corporation Service Company, 2180 South 1300 East, Suite 650, Salt Lake City, Utah 84106. The registered office or registered agent of the Company may be changed from time to time by the Manager.

SECTION 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, BDS is the sole Member. BDS is not required to make any capital contribution to the Company; however, BDS may make capital contributions to the Company at any time in its 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 l.704-l(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, BDS shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as BDS is the sole member of the Company, BDS’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

(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.

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.

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

SECTION 15. Miscellaneous.

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

(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.

(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 party has caused this Agreement to be duly executed on the date first above written.


COMPANY

BRESNAN BROADBAND OF UTAH, LLC
By Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel
		and Corporate Secretary

MEMBER

BRESNAN DIGITAL SERVICES, LLC
By Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


MANAGER

CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT A


OFFICERS

Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Thomas Adams		Executive Vice President, Field Operations
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Kathleen Mayo		Executive Vice President, Customer Operations
James Blackley		Executive Vice President, Engineering and Information Technology
David Scott Weber		Executive Vice President, Network Operations
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Finance Operations
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Information Technology
Thomas M. Degnan		Senior Vice President – Finance and Corporate Treasurer
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Alexander Dudley		Senior Vice President, Communications
Keith R. Hayes		Senior Vice President, Network Operations
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Charles Fisher		Senior Vice President – Corporate Finance
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Member

Bresnan Digital Services, LLC

EX-3.19 20 d214722dex319.htm EX-3.19 EX-3.19

Exhibit 3.19


		Wyoming Secretary of State State Capitol Building, Room 110 200 West 24^th Street Cheyenne, WY 82002-0020 Ph. 307.777.7311 Fax 307.777.5339 Email: business@state.wy.us		Max Maxfield, WY Secretary of State FILED: 03/06/2012 11:25 AM Original ID: 2004-000464791 Amendment ID: 2012-001313810

Statement of Change By Business Entity

1. Name of the business entity:

Bresnan Broadband of Wyoming, LLC

2. Name of current registered agent and physical address of current registered office:


Current Registered Agent:		C T Corporation System

Current Registered Office:		1720 Carey Ave Ste 200, Cheyenne, WY 82001 USA

3. Name of new registered agent and physical Wyoming address of new registered office (cannot be a PO Box):


New Registered Agent:		Corporation Service Company
		For consistency the Secretary of State’s Office will only keep one version of the agent’s name on file.

New Registered Office:		1821 Logan Avenue
New Registered Office:		Cheyenne, WY 82001

Registered Agent Mailing

Address (if different than above):

4. I hereby certify that the new registered office and the registered agent comply with the requirements of W.S. 17-28-101 through W.S. 17-28-111.

5. The mailing address of my business should be changed to reflect the new registered office address. Yes ☒ No ☐

6. The principal address of my business should be changed to reflect the new registered office address. Yes ☒ No ☐

7. After the changes are made, the physical address of the registered office and business office of the registered agent will be identical.


Signature:	/s/ VICTORIA D. SALHUS	Date:	1/11/11
	(Shall be executed by an authorized individual)		(mm/dd/yyyy)


Print Name:	VICTORIA D SALHUS	Contact Person:	EILEEN WAHLEN

Title:	SR. VICE PRESIDENT	Daytime Phone:	5168032574

		Email:	ewahlen@cablevision.com

Checklist

☐	*Filing Fee:* Nonprofit Corporation - $3.00 (by statute); All other business entities: No Fee *Filing Fee:* Nonprofit Corporation - $3.00

☐	The Statement must be accompanied by a written consent to appointment executed by the registered agent.

☐	Please submit one originally signed document and one exact photocopy of the filing.

☐	Please review form prior to submitting to the Secretary of State to ensure all areas have been completed to avoid a delay in the processing of your documents.


RA-RO ChangeByEntity – 11/04/2009


		Wyoming Secretary of State State Capitol Building, Room 110 200 West 24^th Street Cheyenne, WY 82002-0020 Ph. 307.777.7311 Fax 307.777.5339 Email: business@state.wy.us

Consent to Appointment by Registered Agent


I,	Corporation Service Company	, registered office located at
	(name of registered agent)
	1821 Logan Avenue	voluntarily consent to serve
	Cheyenne, WY 82001	voluntarily consent to serve
	* (registered office physical address, city, state & zip)


		as the registered agent for		Bresnan Broadband of Wyoming, LLC
				(name of business entity)

I hereby certify that I am in compliance with the requirements of W.S. 17-28-101 through W.S. 17-28-111.

Corporation Service Company

Signature:

By: /s/ David W. Nickelsen

Date:

01/16/2012

(Shall be executed by the registered agent.)

(mm/dd/yyyy)


Print Name:		David W. Nickelsen		Daytime Phone:		212-299-5600 ext 2066



Title:	Assistant Vice-President	Email:	dnickels@cscinfo.com

Registered Agent Mailing Address

(if different than above):

*If this is a new address, complete the following:


Previous Registered Office(s):

I hereby certify that:

•

After the changes are made, the street address of my registered office and business office will be identical.

•

This change affects every entity served by me and I have notified each entity of the registered office change.

•

I certify that the above information is correct and I am in compliance with the requirements of W.S. 17-28-101 through W.S. 17-28-111.


Signature:		Date:
	(Shall be executed by the registered agent.)		(mm/dd/yyyy)

Checklist

☐	Submit one originally signed consent to appointment and one exact photocopy.

RAConsent – Revised 10/21/2009


		Wyoming Secretary of State
		State Cap Building, Room 110
		200 West 24^th Street		Max Maxfield, WY Secretary of State
		Cheyenne, WY 82002-0020		FILED: 03/05/2009 09:13 AM
		Ph. 307.777.7311		Original ID: 2004-000464791
		Fax 307.777.5339		Amendment ID: 2009-000733527
		Email: business@state.wy.us

Notice of Entity Election

Communications Contact Person


In accordance with W.S. 17-28-104(d)		Bresnan Broadband of Wyoming, LLC
		(Print Name of Business Entity)

elects to provide the Wyoming Secretary of State with the name, business address and phone number of a natural person who is an officer, director, employee or designated agent authorized to be the communications contact person for this business entity.

1. Name and title of the natural person authorized to be the communications contact person:


Print Name:		Robert Bresnan

Print Title:		Executive Vice President and General Counsel of its ultimate manager

2. Business Address:


Print Address:		1 Manhattanville Rd.



Print City, State and Zip Code:		Purchase, NY 10577



3. Daytime Phone Number:		(914) 641 -3335

LOGO

4. I hereby certify that the information provided above is true and correct.


Date:	02/13/2009	Signature:	/s/ Robert Bresnan
(mm/dd/yyyy)		(Shall be executed by an authorized individual.)

		Print Name:	Robert Bresnan

		Title:	Executive Vice President and General Counsel of its ultimate manager

Checklist

☑	*No Filing Fee*

☑	The information listed on this form shall be kept current within 60 days of any change.

☑	Please submit one originally signed document and one exact photocopy of the filing.

☑	Please review form prior to submitting to the Secretary of State to ensure all areas have been completed to avoid a delay in the processing of your documents.

CommunicationsContact – 1/1/2009


		Wyoming Secretary of State
		State Cap Building, Room 110
		200 West 24^th Street
		Cheyenne, WY 82002-0020		For Office Use Only
		Ph. 307.777.7311
		Fax 307.777.5339
		Email: business@state.wy.us

Notice of Entity Election

Names and Addresses of Key Individuals


In accordance with W.S. 17-28-104(d)		Bresnan Broadband of Wyoming, LLC
		(Print Name of Business Entity)

elects to provide the Wyoming Secretary of State with the names and addresses of its directors, officers, limited liability company managers, managing partners, trustees or persons serving in a similar capacity. The names, addresses and titles are listed below.


1. Print Name:	Bresnan Digital Services, LLC	Print Title:	Member
Print Address:	1 Manhattanville Rd., Purchase, NY 10577

2. Print Name:		Print Title:
Print Address:

3. Print Name:		Print Title:
Print Address:

4. Print Name:		Print Title:
Print Address:

5. Print Name:		Print Title:
Print Address:

6. Print Name:		Print Title:
Print Address:

If additional space is needed for names, addresses and titles, please attach an additional sheet.

I hereby certify that the information contained in this document is true and correct.


Date:	02/13/2009	Signature:	/s/ Robert Bresnan
(mm/dd/yyyy)		(Shall be executed by an authorized individual.)

		Print Name:	Robert Bresnan

		Title:	Executive Vice President and General Counsel of its ultimate manager

Checklist

☑	*No Filing Fee*

☑	This information shall be kept current within 60 days of any change until the first annual report is filed and thereafter when the annual report is due for filing.

☑	Please submit one originally signed document and one exact photocopy of the filing.

☑	Please review form prior to submitting to the Secretary of State to ensure all areas have been completed to avoid a delay in the processing of your documents.

KeyIndividualsInformation – 1/1/2009

LOGO

ARTICLES OF ORGANIZATION

BRESNAN BROADBAND OF WYOMING, LLC

1. The name of the limited liability company is: Bresnan Broadband of Wyoming, LLC.

2. The period of its duration is: Perpetual.

3. The purpose for which the limited liability company is organized is: Any lawful purpose for which limited liability companies may be organized under the Wyoming Limited Liability Company Act.

4. The name and address of its registered agent is: C T Corporation System, 1720 Carey Avenue, Cheyenne, Wyoming 82001.

5. The mailing address where correspondence and annual report forms can be sent: 506 West 17th Street, Cheyenne, Wyoming 82001.

6. The total amount of cash and a description and agreed value of property other than cash contributed is: $1,000 cash.

7. The total additional contributions, if any, agreed to be made by all members and the times at which or events upon the happening of which they shall be made are: Not applicable.

8. The right, if given, of the members to admit additional members, and the terms and conditions of the admission are: Additional members may be admitted only with the unanimous approval of the then-existing member(s) of the limited liability company.

9. The right, if given, of the remaining members of the limited liability company to continue the business on the death, resignation, expulsion, bankruptcy or dissolution of a member or occurrence of any other event which terminates the continued membership of a member of the limited liability company: Not applicable.

10. The limited liability company hereby elects status as a flexible limited liability company pursuant to Section 17-15-107(a)(x) of the Wyoming Limited Liability Company Act.

11. The management of the limited liability company is reserved to the sole member. The name and address of the sole member is: Bresnan Digital Services, LLC, 1 Manhattanville Road, Purchase, New York 10577.


Date: April 7, 2004				/s/ Katherine E. Duplay
				Katherine E. Duplay, Sole Organizer





3206587_1.DOC

SECRETARY OF STATE

State of Wyoming

The Capitol

Cheyenne, WY 82002

CONSENT TO APPOINTMENT

BY REGISTERED AGENT

I, CT CORPORATION SYSTEM, voluntarily consent to serve as the registered agent for Bresnan Broadband of Wyoming, LLC on the date shown below.

The registered agent certifies that he is: (circle one)

(a)

An individual who resides in this state and whose business office is identical with the registered office;

(b)

A domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office; or

(c)

A foreign corporation or not-for-profit foreign corporation authorized to transact business in this state whose business office is identical with the registered office.

Dated this 8^th day of April, 2004.

/s/ Katherine E. Duplay

Signature of Registered Agent

LOGO

EX-3.20 21 d214722dex320.htm EX-3.20 EX-3.20

Exhibit 3.20

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Bresnan Broadband of Wyoming, LLC

(a Wyoming Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of July 1, 2013 by Bresnan Digital Services, LLC, a Delaware limited liability company (“BDS”), as the sole member of Bresnan Broadband of Wyoming, LLC a Wyoming limited liability company (the “Company”).

W I T N E S S E T H:

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

SECTION 1. General.

(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 Wyoming, the Company was formed as a limited liability company under the Wyoming Limited Liability Company Act, Title 17, Chapter 29, Article 1, 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 Bresnan Broadband of Wyoming, 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 Wyoming shall be c/o Corporation Service Company, 1821 Logan Avenue, Cheyenne, Wyoming 82001. The name and address of the registered agent for service of process on the

Company in the State of Wyoming shall be Corporation Service Company, 1821 Logan Avenue, Cheyenne, Wyoming 82001. The registered office or registered agent of the Company may be changed from time to time by the Manager.

(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 one percentage point of Percentage Interest (as defined in Section 7) held by such Member (totaling 100 Votes for all Members) (any fraction of such a percentage point shall be entitled to an equivalent fraction of a Vote). 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 4. Management.

(a) Management by Manager.

i) Besnan Digital Services, LLC., as the sole member of the Company, hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

i) President. The President shall be the chief executive officer and (if no other person has been appointed as such) the chief operating officer of the Company; shall (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

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, BDS is the sole Member. BDS is not required to make any capital contribution to the Company; however, BDS may make capital contributions to the Company at any time in its 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, BDS shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

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

SECTION 10. Dissolution; Winding Up.

(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 14. Exculpation and Indemnification.

(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.

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

SECTION 15. Miscellaneous.

(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.

(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.

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


COMPANY

BRESNAN BROADBAND OF WYOMING, LLC
By Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

MEMBER

BRESNAN DIGITAL SERVICES, LLC
By Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


MANAGER

CHARTER COMMUNICATIONS, INC.,
a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT A

OFFICERS


Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Thomas Adams		Executive Vice President, Field Operations
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Kathleen Mayo		Executive Vice President, Customer Operations
James Blackley		Executive Vice President, Engineering and Information Technology
David Scott Weber		Executive Vice President, Network Operations
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Finance Operations
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Information Technology
Thomas M. Degnan		Senior Vice President – Finance and Corporate Treasurer
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Alexander Dudley		Senior Vice President, Communications
Keith R. Hayes		Senior Vice President, Network Operations
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Charles Fisher		Senior Vice President – Corporate Finance
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Member

Bresnan Digital Services, LLC

EX-3.21 22 d214722dex321.htm EX-3.21 EX-3.21

Exhibit 3.21

CERTIFICATE OF FORMATION

BRESNAN BROADBAND NETWORKS, LLC

This Certificate of formation of Bresnan Broadband Networks, LLC is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.).

The name of the limited liability company is “Bresnan Broadband Networks, LLC”.

The address of the limited liability company’s registered office in the State of Delaware is in the City of Wilmington, County of New Castle at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The name of the limited liability company’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned, acting as an authorized signatory pursuant to Section 18-204 of the Delaware Limited Liability Company Act, has executed this Certificate of Formation of Bresnan Broadband Networks, LLC this 8th day of May, 2000.


By:	/s/ David C. Katz
	Name:	David C. Katz
	Title:	Authorized Signatory

DO NY/279474.1

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 05/08/2000

001234229 - 3224958

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 04/10/2002

020231550 - 3224958

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF FORMATION

BRESNAN BROADBAND NETWORKS, LLC

The undersigned, an authorized natural person, for the purpose of amending the certificate of formation of a limited liability company under Section 18-202 of the Delaware Limited Liability Company Act, hereby certifies as follows:

1. The name of the limited liability company (the “Company”) is Bresnan Broadband Networks, LLC.

2. The Certificate of Formation of the Company was filed with the Secretary of State of the State of Delaware on May 8, 2000.

3. The Certificate of Formation of the Company is hereby amended as follows:

Paragraph 1 of the Certificate of Formation setting forth the name of the Company is hereby amended to read as follows:

“1. The name of the limited liability company is Bresnan Communications, LLC.”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of the Certificate of Formation of Bresnan Broadband Networks, LLC this 10^th day of April, 2002.


By:		/s/ Gary F. Murtagh
Name:		Gary F. Murtagh
Title:		Authorized Person

NY/377895.2

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:34 PM 01/11/2011

FILED 01:31 PM 01/11/2011

SRV 110032226 - 3224958 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is Bresnan Communications, LLC

2. The Registered Office of the limited liability company in the State of Delaware is changed to 2711 Centerville Road, Suite 400 (street), in the City of Wilmington, Zip Code 19808. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporation Service Company


By:		/s/ Victoria D. Salhus
		Authorized Person

Name:		VICTORIA D. SALHUS
		Print or Type

EX-3.22 23 d214722dex322.htm EX-3.22 EX-3.22

Exhibit 3.22

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Bresnan Communications, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of July 1, 2013 by Bresnan Broadband Holdings, LLC, a Delaware limited liability company (“BBH”), as the sole member of Bresnan Communications, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

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

SECTION 1. General.

(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 Bresnan Communications, 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.

SECTION 4. Management.

(a) Management by Manager.

i) Bresnan Broadband Holdings, LLC, as the sole member of the Company, hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, BBH is the sole Member. BBH is not required to make any capital contribution to the Company; however, BBH may make capital contributions to the Company at any time in its 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-l(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, BBH shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as BBH is the sole member of the Company, BBH’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

(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.

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

SECTION 15. Miscellaneous.

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

(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.

(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 party has caused this Agreement to be duly executed on the date first above written.


COMPANY

BRESNAN COMMUNICATIONS, LLC
By Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

MEMBER

BRESNAN BROADBAND HOLDINGS, LLC By Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


MANAGER

CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT A

OFFICERS


Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Thomas Adams		Executive Vice President, Field Operations
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Kathleen Mayo		Executive Vice President, Customer Operations
James Blackley		Executive Vice President, Engineering and Information Technology
David Scott Weber		Executive Vice President, Network Operations
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Finance Operations
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Information Technology
Thomas M. Degnan		Senior Vice President – Finance and Corporate Treasurer
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Alexander Dudley		Senior Vice President, Communications
Keith R. Hayes		Senior Vice President, Network Operations
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Charles Fisher		Senior Vice President – Corporate Finance
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Member

Bresnan Broadband Holdings, LLC

EX-3.23 24 d214722dex323.htm EX-3.23 EX-3.23

Exhibit 3.23

FROM CT WILMINGTON - 302_655_4236 GROUP 6 (TUE) 4. 6’04 23:01/ST. 23:00/NO. 4260103013 P 2

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:58 PM 04/06/2004

FILED 10:46 PM 04/06/2004

SRV 040254343 - 3786999 FILE

CERTIFICATE OF FORMATION

BRESNAN DIGITAL SERVICES, LLC

ARTICLE I.

The name of the limited liability company is Bresnan Digital Services, LLC (the “Company”).

ARTICLE II.

The address of the Company’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on the 6th day of April, 2004.

/s/ Katherine E. Duplay

Katherine E. Duplay, Sole Organizer

3216219_1.DOC

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:34 PM 01/11/2011

FILED 01:30 PM 01/11/2011

SRV 110032212 - 3786999 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is Bresnan Digital Services, LLC


By:		/s/ Victoria D. Salhus
		Authorized Person

Name:		VICTORIA D. SALHUS
		Print or Type

EX-3.24 25 d214722dex324.htm EX-3.24 EX-3.24

Exhibit 3.24

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Bresnan Digital Services, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of July 1, 2013 by Bresnan Communications, LLC, a Delaware limited liability company (“BC”), as the sole member of Bresnan Digital Services, LLC a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

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

SECTION 1. General.

(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 Bresnan Digital Services, 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.

(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 one percentage point of Percentage Interest (as defined in Section 7) held by such Member (totaling 100 Votes for all Members) (any fraction of such a percentage point shall be entitled to an equivalent fraction of a Vote). 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 4. Management.

(a) Management by Manager.

i) Bresnan Communications, LLC., as the sole member of the Company, hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

i) President. The President shall be the chief executive officer and (if no other person has been appointed as such) the chief operating officer of the Company; shall (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

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, BC is the sole Member. BC is not required to make any capital contribution to the Company; however, BC may make capital contributions to the Company at any time in its 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, BC shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as BC is the sole member of the Company, BC’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

(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 13. Tax Matters. As of the date of this Agreement, the Company is a single-owner entity for United States federal tax purposes. So long as the Company is a singleowner 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.

SECTION 14. Exculpation and Indemnification.

(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.

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.

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

SECTION 15. Miscellaneous.

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

(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.

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


COMPANY

BRESNAN DIGITAL SERVICES, LLC
By Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

MEMBER

BRESNAN COMMUNICATIONS, LLC
By Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


MANAGER

CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT A

OFFICERS


Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Thomas Adams		Executive Vice President, Field Operations
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Kathleen Mayo		Executive Vice President, Customer Operations
James Blackley		Executive Vice President, Engineering and Information Technology
David Scott Weber		Executive Vice President, Network Operations
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Finance Operations
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Information Technology
Thomas M. Degnan		Senior Vice President – Finance and Corporate Treasurer
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Alexander Dudley		Senior Vice President, Communications
Keith R. Hayes		Senior Vice President, Network Operations
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Charles Fisher		Senior Vice President – Corporate Finance
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Member

Bresnan Communications, LLC

EX-3.25 26 d214722dex325.htm EX-3.25 EX-3.25

Exhibit 3.25


JUN-27-2003 14:02 CT CORP		212 8948790 P.02

CERTIFICATE OF FORMATION

BRESNAN MICROWAVE OF MONTANA, LLC

This Certificate of Formation of Bresnan Microwave of Montana, LLC is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.).

The name of the limited liability company is “Bresnan Microwave of Montana, LLC”.

IN WITNESS WHEREOF, the undersigned, acting as an authorized signatory pursuant to Section 18-204 of the Delaware Limited Liability Company Act, has executed this Certificate of Formation of Bresnan Microwave of Montana, LLC this 27th day of June, 2003.


By:	/s/ Robert V. Bresnan
	Name:	Robert V. Bresnan
	Title:	Authorized Signatory

NY55/288624.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:23 PM 06/27/2003

FILED 02:12 PM 06/27/2003

SRV 030427256 - 3675754 FILE

TOTAL P.02

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:35 PM 01/11/2011

FILED 01:28 PM 01/11/2011

SRV 110032195 - 3675754 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is Bresnan Microwave of Montana, LLC


By:		/s/ Victoria D. Salhus
		Authorized Person

Name:		VICTORIA D. SALHUS
		Print or Type

EX-3.26 27 d214722dex326.htm EX-3.26 EX-3.26

Exhibit 3.26

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Bresnan Microwave of Montana, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of July 1, 2013 by Bresnan Communications, LLC, a Delaware limited liability company (“BC”), as the sole member of Bresnan Microwave of Montana, LLC a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

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

SECTION 1. General.

(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 Bresnan Microwave of Montana, 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.

(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 one percentage point of Percentage Interest (as defined in Section 7) held by such Member (totaling 100 Votes for all Members) (any fraction of such a percentage point shall be entitled to an equivalent fraction of a Vote). 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 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

i) President. The President shall be the chief executive officer and (if no other person has been appointed as such) the chief operating officer of the Company; shall (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

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, BC is the sole Member. BC is not required to make any capital contribution to the Company; however, BC may make capital contributions to the Company at any time in its 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, BC shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as BC is the sole member of the Company, BC’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

(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 14. Exculpation and Indemnification.

(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.

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

SECTION 15. Miscellaneous.

(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.

(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.

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


COMPANY

BRESNAN MICROWAVE OF MONTANA, LLC
By Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

MEMBER

BRESNAN COMMUNICATIONS, LLC
By Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


MANAGER

CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Executive Vice President, General Counsel
		and Corporate Secretary

EXHIBIT A


OFFICERS

Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Thomas Adams		Executive Vice President, Field Operations
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Kathleen Mayo		Executive Vice President, Customer Operations
James Blackley		Executive Vice President, Engineering and Information Technology
David Scott Weber		Executive Vice President, Network Operations
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Finance Operations
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Information Technology
Thomas M. Degnan		Senior Vice President – Finance and Corporate Treasurer
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Alexander Dudley		Senior Vice President, Communications
Keith R. Hayes		Senior Vice President, Network Operations
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Charles Fisher		Senior Vice President – Corporate Finance
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Member

Bresnan Communications, LLC

EX-3.27 28 d214722dex327.htm EX-3.27 EX-3.27

Exhibit 3.27


				STATE OF DELAWARE
				SECRETARY OF STATE
				DIVISION OF CORPORATIONS
				FILED 09:00 AM 05/28/1999
				991216069 - 3049531

CERTIFICATE OF FORMATION

CABLE EQUITIES COLORADO, LLC

1. The name of the limited liability company is Cable Equities Colorado, LLC.

2. The address of its registered office in the State of Delaware is 30 Old Rudnick Lane, in the City of Dover, County of Kent. The name of its registered agent at such address is CorpAmerica, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Cable Equities Colorado, LLC this 28^th day of May, 1999.

/s/ Colleen M. Hegarty

Colleen M. Hegarty, Authorized Person


				STATE OF DELAWARE
				SECRETARY OF STATE
				DIVISION OF CORPORATIONS
				FILED 01:32 PM 09/14/1999
				991383200 - 3049531

CERTIFICATE OF MERGER OF

CABLE EQUITIES OF COLORADO, LTD.

a Colorado Limited Partnership

WITH AND INTO

CABLE EQUITIES COLORADO, LLC

a Delaware Limited Liability Company

It is hereby certified that:

1. The constituent entities participating in the merger are:

(i)

Cable Equities of Colorado, Ltd., a Colorado Limited Partnership, and

(ii)

Cable Equities Colorado, LLC, a Delaware Limited Liability Company

2. An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent entities in accordance with the provisions of subsection (b) of Section 18-209 of the Delaware Limited Liability Company Act.

3. The name of the surviving entity is Cable Equities Colorado, LLC, a Delaware Limited Liability Company.

4. The Certificate of Formation of Cable Equities Colorado, LLC shall be the Certificate of Formation of the surviving entity.

5. The executed Agreement and Plan of Merger is on file at the principal place of business of Cable Equities Colorado, LLC located at the following address:

360 South Monroe Street

Suite 600

Denver, Colorado 80209

6. A copy of the Agreement and Plan of Merger will be furnished by Cable Equities of Colorado, LLC, on request and without cost, to any person holding a partnership or membership interest in Cable Equities of Colorado, Ltd. or Cable Equities Colorado, LLC.

IN WITNESS WHEREOF, Cable Equities Colorado, LLC has caused this Certificate to be executed by a duly authorized person thereof this 14th day of September, 1999.


CABLE EQUITIES COLORADO, LLC

By: Cable Equities of Colorado Management Corp., its sole member

By:	/s/ Marcy Lifton
	Name:	Marcy Lifton
	Title:	Vice President and Assistant Secretary


				STATE OF DELAWARE
				SECRETARY OF STATE
				DIVISION OF CORPORATIONS
				FILED 09:00 AM 07/18/2002
				020460092 - 3049531

Certificate of Amendment to Certificate of Formation

CABLE EQUITIES COLORADO, LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is CABLE EQUITIES COLORADO, LLC.

Executed on July 11, 2002

/s/ Marcy A. Lifton

Marcy A. Lifton, Authorized Person

DE LL D-:CERTIFICATE OF AMENDMENT TO CHANGE REGISTERED AGENT/REGISTERED OFFICE 09/00 (DELLCCHG)

EX-3.28 29 d214722dex328.htm EX-3.28 EX-3.28

Exhibit 3.28

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CABLE EQUITIES COLORADO, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by Cable Equities of Colorado Management Corp., a Colorado corporation (“CECMC”), as the sole member of Cable Equities Colorado, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of June 19, 2003, as amended (the “Prior Agreement”); and

WHEREAS, CECMC, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan.

SECTION 1. General.

(b) Name. The name of the Company shall be Cable Equities Colorado, 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.

SECTION 4. Management.

(a) Management by Manager.

i) CECMC, as the sole member of the Company, hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, CECMC is the sole Member. CECMC is not required to make any capital contribution to the Company; however, CECMC may make capital contributions to the Company at any time in its 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, CECMC shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CECMC is the sole member of the Company, CECMC’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

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

SECTION 15. Miscellaneous.

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

(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.

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


CABLE EQUITIES OF COLORADO MANAGEMENT CORP.

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

EXHIBIT A

Officers



Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President – Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

EXHIBIT B

Member

Cable Equities of Colorado Management Corp.

EX-3.29 30 d214722dex329.htm EX-3.29 EX-3.29

Exhibit 3.29


				State of Delaware
				Secretary of State
				Division of Corporations
				Delivered 07:50 PM 12/23/2015
				FILED 07:50 PM 12/23/2015
				SR 20151525034 - File Number 5916868

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST. The name of the limited liability company is

Cable Equities of Colorado Management LLC

SECOND. The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

THIRD. The duration of the company shall be perpetual.

FIFTH. This effective date and time of this Certificate shall be December 31, 2015 at 8:00 p.m. Eastern Time.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 22nd day of December, 2015


By:		/s/ Thomas M. Degnan
Name:		Thomas M. Degnan
Title:		Authorized Person

BUS_RE/5853730.1


				State of Delaware
				Secretary of State
				Division of Corporations
				Delivered 07:50 PM 12/23/2015
				FILED 07:50 PM 12/23/2015
				SR 20151525034 - File Number 5916868

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A COLORADO CORPORATION

TO A DELAWARE LIMITED LIABILITY COMPANY

CABLE EQUITIES OF COLORADO MANAGEMENT CORP.

CABLE EQUITIES OF COLORADO MANAGEMENT LLC

This Certificate of Conversion (the “Certificate”) has been duly executed and is being filed by Cable Equities of Colorado Management Corp., a Colorado corporation (the “Corporation”), to convert the Corporation to Cable Equities of Colorado Management LLC, a Delaware limited liability company, under the Limited Liability Company Act of the State of Delaware.

1. The Corporation was originally formed as a corporation in the State of Colorado on September 20, 1985.

2. The jurisdiction of the Corporation immediately prior to filing this Certificate is the State of Colorado.

3. The name of the Corporation immediately prior to filing this Certificate is Cable Equities of Colorado Management Corp.

4. The name of the limited liability company into which the Corporation will convert, as set forth in the Certificate of Formation, is Cable Equities of Colorado Management LLC.

5. The effective date and time of this Certificate shall be December 31, 2015 at 8:00 p.m. Eastern Time.

[signature page follows]

BUS_RE/5853810.1

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion as an authorized officer of Cable Equities of Colorado Management Corp.


CABLE EQUITIES OF COLORADO MANAGEMENT CORP.

By:		/s/ Thomas M. Degnan
Name:		Thomas M. Degnan
Title:		Senior Vice President - Finance and Corporate Treasurer

BUS_RE/5853810.1

EX-3.30 31 d214722dex330.htm EX-3.30 EX-3.30

Exhibit 3.30

LIMITED LIABILITY COMPANY AGREEMENT

Cable Equities of Colorado Management LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of December 31, 2015 by Robin Media Group, LLC, a Delaware limited liability company (the “Member”), as the member of Cable Equities of Colorado Management LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 Member (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 Cable Equities of Colorado Management 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.

SECTION 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

i) President. The President shall be the chief executive officer and (if no other person has been appointed as such) the chief operating officer of the Company; shall (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.

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

SECTION 6. Members.

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

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.

SECTION 10. Dissolution; Winding Up.

(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 14. Exculpation and Indemnification.

(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

(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.

SECTION 15. Miscellaneous.

(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.

(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.

[Signature pages follow.]

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


COMPANY

CABLE EQUITIES OF COLORADO
MANAGEMENT LLC
By:		Charter Communications, Inc, its Manager

By:		/s/ Thomas M. Degnan
Name:		Thomas M. Degnan
Title:		Senior Vice President – Finance and Corporate Treasurer

MEMBER

ROBIN MEDIA GROUP, LLC
By:		Charter Communications, Inc, its Manager

By:		/s/ Thomas M. Degnan
Name:		Thomas M. Degnan
Title:		Senior Vice President – Finance and Corporate Treasurer

Signature Page 1 of 2

Cable Equities of Colorado Management LLC

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC.

By:		/s/ Thomas M. Degnan
Name:		Thomas M. Degnan
Title:		Senior Vice President – Finance and Corporate Treasurer

Signature Page 2 of 2

Cable Equities of Colorado Management LLC

EXHIBIT A


Officers

Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President and President, Commercial Services
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Thomas Adams		Executive Vice President, Field Operations
James Blackley		Executive Vice President, Engineering and Information Technology
Catherine C. Bohigian		Executive Vice President, Government Affairs
Richard J. DiGeronimo		Executive Vice President, Product and Strategy
Kathleen Mayo		Executive Vice President, Customer Operations
James Nuzzo		Executive Vice President, Business Planning
David Scott Weber		Executive Vice President, Network Operations
Kevin D. Howard		Senior Vice President, Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Commercial Finance
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Chief Information Officer
Kathleen A. Carrington		Senior Vice President, Corporate Services
Thomas M. Degnan		Senior Vice President, Finance and Corporate Treasurer
Alexander Dudley		Senior Vice President, Communications
Lawrence N. Eleftheri		Senior Vice President, Media Sales
Adam Falk		Senior Vice President, State Government Affairs
Charlotte Field		Senior Vice President, Application Platform Ops
Charles Fisher		Senior Vice President, Corporate Finance
Ronald J. Hartz		Senior Vice President, Financial Planning and Analysis
Keith R. Hayes		Senior Vice President, Network Operations
James M. Heneghan		President, Charter Media
Alexander Dennis Hoehn-Saric		Senior Vice President, Government Affairs
Joseph Leonard		Senior Vice President, Marketing and Creative Strategy
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Frederick J Pappalardo		Senior Vice President, Business Planning
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Thomas E. Proost		Senior Vice President, Deputy General Counsel and Assistant Corporate Secretary
Jodi Robinson		Senior Vice President, UX Design and Development
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Gary Schanman		Senior Vice President, Video Products


Ernest Richard Schultz		Senior Vice President, Sales and Retention
Allan Singer		Senior Vice President, Programming
Daniel J. Bollinger		Vice President, Associate General Counsel, and Assistant Corporate Secretary

The business address for all officers is 400 Atlantic Street, Stamford CT, 06901

EXHIBIT B

Economic Interests

As of December 31, 2015


Members	Economic Interest Percentage

Robin Media Group, LLC		100	%

EX-3.31 32 d214722dex331.htm EX-3.31 EX-3.31

Exhibit 3.31


				STATE OF DELAWARE
				SECRETARY OF STATE
				DIVISION OF CORPORATIONS
				FILED 09:00 AM 03/08/2000
				001119263 - 3190604

CERTIFICATE OF FORMATION

CC 10, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is CC 10, LLC.

SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805-1297.

Executed on March 6, 2000


By:		/s/ Renzo Mori
		Renzo Mori
		Authorized Person

PLUSAPM/NEWENTITIES/LLC/FORMCERT

MERGE: PLUSAPM/MERGE/LLC

CERTIFICATE OF AMENDMENT

CERTIFICATE OF FORMATION

CC 10, LLC

CC 10, LLC, a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, DOES HEREBY CERTIFY:

1. Article 2 of the Certificate of Formation of the Limited Liability Company is hereby amended as follows:

: The address of its registered office in the State of Delaware is 30 Old Rudnick Lane, Dover, DE 19901, County of Kent. The name of the registered agent at such address is CorpAmerica, Inc.

2. That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 18-202 of Title 6 of the Delaware Code.

IN WITNESS WHEREOF, said company has caused this Certificate to be signed by an authorized person this 7^th day of September 2000.


/s/ Marcy Lifton
Name:		Marcy Lifton
Authorized Person


STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/08/2000
001455040 - 3190604


				STATE OF DELAWARE
				SECRETARY OF STATE
				DIVISION OF CORPORATIONS
				FILED 09:00 AM 07/18/2002
				020460112 - 3190604

Certificate of Amendment to Certificate of Formation

CC 10, LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is CC 10, LLC.

Executed on July 11, 2002

/s/ Marcy A. Lifton

Marcy A. Lifton, Authorized Person

DE LL D-:CERTIFICATE OF AMENDMENT TO CHANGE REGISTERED AGENT/REGISTERED OFFICE 09/00 (DELLCCHG)

EX-3.32 33 d214722dex332.htm EX-3.32 EX-3.32

Exhibit 3.32

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CC 10, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by Charter Communications VI, LLC, a Delaware limited liability company (“CC VI”), as the sole member of CC 10, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of February 12, 2004, as amended (the “Prior Agreement”); and

WHEREAS, CC VI, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan.

SECTION 1. General.

(b) Name. The name of the Company shall be CC 10, 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.

SECTION 4. Management.

(a) Management by Manager.

i) CC VI, as the sole member of the Company, hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, CC VI is the sole Member. CC VI is not required to make any capital contribution to the Company; however, CC VI may make capital contributions to the Company at any time in its 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, CC VI shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CC VI is the sole member of the Company, CC VI’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

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

SECTION 15. Miscellaneous.

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

(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.

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


CHARTER COMMUNICATIONS VI, LLC

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

EXHIBIT A

Officers



Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President – Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

EXHIBIT B

Member

Charter Communications VI, LLC

EX-3.33 34 d214722dex333.htm EX-3.33 EX-3.33

Exhibit 3.33

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/06/2000

001610982 - 3325834

CERTIFICATE OF FORMATION

CC FIBERLINK, LLC

1. The name of the limited liability company is CC FIBERLINK, LLC.

2. The address of its registered office in the State of Delaware is 30 Old Rudnick Lane, in the City of Dover, County of Kent. The name of its registered agent at such address is CorpAmerica, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CC FIBERLINK, LLC this 6^th day of December, 2000.

/s/ Brenda L. White

Brenda L. White, Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 07/18/2002

020460130 - 3325834

Certificate of Amendment to Certificate of Formation

CC FIBERLINK, LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is CC Fiberlink, LLC.

Executed on July 11, 2002

/S/ Marcy A. Lifton

Marcy A. Lifton, Authorized Person

DE LL D-:CERTIFICATE OF AMENDMENT TO CHANGE REGISTERED AGENT/REGISTERED OFFICE 09/00 (DELLCCHG)

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:03 PM 07/08/2003

FILED 04:52 PM 07/08/2003

SRV 030449315 - 3325834 FILE

CERTIFICATE OF CORRECTION

CERTIFICATE OF FORMATION

CC FIBERLINK, LLC

a Delaware limited liability company

CC FIBERLINK, LLC, a Delaware limited liability company (the “Company”), pursuant to Section 18-211 of the Delaware Limited Liability Company Act, hereby certifies as follows:

1. The Certificate of Formation of CC FIBERLINK, LLC (the “Certificate of Formation”) filed with the Delaware Secretary of State on December 6, 2000, is an inaccurate record of the Company.

2. Paragraph 1 of the Certificate of Formation inaccurately stated the name of the Company.

3. Paragraph 1 of the Certificate of Formation, in correct form, should read in its entirety as follows:

“1. The name of the limited liability company is CC Fiberlink, LLC”

IN WITNESS WHEREOF, the Company has caused this Certificate of Correction to be signed by its Authorized Person this 8^th day of July, 2003.

/s/ Marcy Lifton

Marcy Lifton, Authorized Person

LOGO

EX-3.34 35 d214722dex334.htm EX-3.34 EX-3.34

Exhibit 3.34

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CC FIBERLINK, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by CCO NR Holdings, LLC, a Delaware limited liability company (“CCO NR”), as the sole member of CC Fiberlink, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of June 19, 2003, as amended (the “Prior Agreement”); and

WHEREAS, CCO NR, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan.

SECTION 1. General.

(b) Name. The name of the Company shall be CC Fiberlink, 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.

SECTION 4. Management.

(a) Management by Manager.

i) CCO NR, as the sole member of the Company, hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, CCO NR is the sole Member. CCO NR is not required to make any capital contribution to the Company; however, CCO NR may make capital contributions to the Company at any time in its 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-l(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, CCO NR shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CCO NR is the sole member of the Company, CCO NR’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

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

SECTION 15. Miscellaneous.

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

(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.

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


CCO NR HOLDINGS, LLC

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

EXHIBIT A

Officers



Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President – Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

EXHIBIT B

Member

CCO NR Holdings, LLC

EX-3.35 36 d214722dex335.htm EX-3.35 EX-3.35

Exhibit 3.35


		STATE OF DELAWARE
		SECRETARY OF STATE
		DIVISION OF CORPORATIONS
		FILED 09:00 AM 11/15/1999
		991484998 - 2958525

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

AVALON CABLE OF MICHIGAN LLC

a Delaware limited liability company

Avalon Cable of Michigan LLC, a limited liability company, organized and existing under the laws of the State of Delaware hereby certifies as follows:

1. That the name of the limited liability company is Avalon Cable of Michigan LLC. The limited liability company filed a Certificate of Formation under the same name on October 21, 1998.

2. That the Amended and Restated Certificate of Formation which restates and further amends is attached hereto as Exhibit “A”.

3. That the Amended and Restated Certificate of Formation was duly executed and is being filed in accordance with the applicable provisions of Section 18-208 of Title 6 of the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, Avalon Cable of Michigan LLC has caused this Certificate to be signed by Eloise A. Engman, an authorized person, this 15 day of November, 1999.

/s/ Eloise A. Engman

Eloise A. Engman, Authorized Person

207577.01 05

Exhibit “A”

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

CC MICHIGAN, LLC

a Delaware limited liability company

1. The name of the limited liability company is CC Michigan, LLC.

2. The address of its registered office in the State of Delaware is 30 Old Rudnick Lane in the City of Dover, 19901. The name of the registered agent at such address is CorpAmerica, Inc..


207577 01 05		- 2 -


STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/29/1999
991501588 - 2958525

CERTIFICATE OF MERGER OF

CHARTER GONE PENNSYLVANIA, LLC

a Pennsylvania limited liability company

INTO

CC MICHIGAN, LLC

a Delaware limited liability company

It is hereby certified that:

1.	The constituent entities participating in the merger are:

(i)

Charter Gone Pennsylvania, LLC, a Pennsylvania limited liability company; and

(ii)

CC Michigan, LLC, a Delaware limited liability company.

2. An Agreement of Merger has been approved and executed and acknowledged by each of the constituent entities in accordance with the provisions of subsection (b) of Section 18-209 of the Delaware Limited Liability Company Act.

3.	The name of the surviving entity is CC Michigan, LLC.

4.	The Certificate of Formation of CC Michigan, LLC shall be the Certificate of Formation of the surviving entity.

5. The executed Agreement of Merger is on file at the principal place of business of CC Michigan, LLC located at the following address:

12444 Powerscourt Drive, Suite 400

St. Louis, Missouri 63131

6. A copy of the Agreement of Merger will be furnished by CC Michigan, LLC, on request and without cost, to any person holding a membership interest in Charter Gone Pennsylvania, LLC, or CC Michigan, LLC.


211341		- 1 -

IN WITNESS WHEREOF, CC Michigan, LLC, a Delaware limited liability company has caused this Certificate to be executed by a duly authorized person thereof this 22nd day of November, 1999.


CC MICHIGAN, LLC

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

CERTIFICATE OF AMENDMENT

CERTIFICATE OF FORMATION

CC MICHIGAN, LLC

CC MICHIGAN, LLC a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, DOES HEREBY CERTIFY:

1. Article 2 of the Certificate of Formation of the Limited Liability Company is hereby amended as follows:

: The address of its registered office in the State of Delaware is 30 Old Rudnick Lane, Dover, DE 19901, County of Kent. The name of the registered agent at such address is CorpAmerica, Inc.

2. That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 18-202 of Title 6 of the Delaware Code.

IN WITNESS WHEREOF, said company has caused this Certificate to be signed by an authorized person this 6th day of December, 1999.


/s/ Marcy Lifton
Name:		Marcy Lifton
Authorized Person


STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/07/1999
991520748 - 2958525

CERTIFICATE OF CORRECTION

CERTIFICATE OF MERGER OF

CHARTER GONE PENNSYLVANIA, LLC

INTO CC MICHIGAN, LLC

CC Michigan, LLC, a Delaware Limited Liability Company, pursuant to Section 18-211 of the Delaware Limited Liability Company, does hereby certify:

FIRST: That the Certificate of Merger of Charter Gone Pennsylvania, LLC into CC Michigan, LLC that was filed with the Secretary of State of the State of Delaware on November 29, 1999, is an inaccurate record of the limited liability company action therein referred to because the merger purportedly effected by such filing did not properly reflect the Agreement of Merger referred to therein. The name of the surviving entity set forth in the Certificate of Merger was incorrect.

SECOND: That as a result of such inaccuracy, the Certificate of Merger is null and void and shall have no further force or effect.


		STATE OF DELAWARE
		SECRETARY OF STATE
		DIVISION OF CORPORATIONS
		FILED 09:00 AM 12/22/1999
		991556368 - 2958525

IN WITNESS WHEREOF, CC Michigan, LLC has caused this Certificate of Correction to be signed by its duly authorized officer this 22 day of December, 1999.


CC MICHIGAN, LLC

By:		/s/ Curtis S. Shaw
		Curtis S. Shaw, Authorized Person


223695 01		- 2 -


		STATE OF DELAWARE
		SECRETARY OF STATE
		DIVISION OF CORPORATIONS
		FILED 09:00 AM 07/18/2002
		020459898 - 2958525

Certificate of Amendment to Certificate of Formation

CC MICHIGAN, LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is CC Michigan, LLC.

Executed on July 11, 2002

/S/ Marcy A. Lifton

Marcy A. Lifton, Authorized Person

DE LL D-:CERTIFICATE OF AMENDMENT TO CHANGE REGISTERED AGENT/REGISTERED OFFICE 09/00 (DELLCCHG)

EX-3.36 37 d214722dex336.htm EX-3.36 EX-3.36

Exhibit 3.36

FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CC MICHIGAN, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by CC VIII Operating, LLC, a Delaware limited liability company (“CC VIII OP”), as the sole member of CC Michigan, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of February 12, 2004, as amended (the “Prior Agreement”); and

WHEREAS, CC VIII OP, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan.

SECTION 1. General.

(b) Name. The name of the Company shall be CC Michigan, 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.

SECTION 4. Management.

(a) Management by Manager.

i) CC VIII OP, as the sole member of the Company, hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, CC VIII OP is the sole Member. CC VIII OP is not required to make any capital contribution to the Company; however, CC VIII OP may make capital contributions to the Company at any time in its 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, CC VIII OP shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CC VIII OP is the sole member of the Company, CC VIII OP’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

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

SECTION 15. Miscellaneous.

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

(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.

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


CC VIII OPERATING, LLC

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

EXHIBIT A

Officers



Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President – Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

EXHIBIT B

Member

CC VIII Operating, LLC

EX-3.37 38 d214722dex337.htm EX-3.37 EX-3.37

Exhibit 3.37

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/13/2000

001567924 - 3314903

CERTIFICATE OF FORMATION

CC SYSTEMS, LLC

1. The name of the limited liability company is CC Systems, LLC.

2. The address of its registered office in the State of Delaware is 30 Old Rudnick Lane, in the City of Dover, County of Kent. The name of its registered agent at such address is CorpAmerica, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CC Systems, LLC this 10^th day of November, 2000.

/s/ Brenda L. White

Brenda L. White, Authorized Person

J:\CORPSECY\LLC Formation\CC Systems, LLC.doc

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 07/18/2002

020460143 - 3314903

Certificate of Amendment to Certificate of Formation

CC SYSTEMS, LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is CC Systems, LLC.

Executed on July 11, 2002

/s/ Marcy A. Lifton

Marcy A. Lifton, Authorized Person

DE LL D-:CERTIFICATE OF AMENDMENT TO CHANGE REGISTERED AGENT/REGISTERED OFFICE 09/00 (DELLCCHG)

EX-3.38 39 d214722dex338.htm EX-3.38 EX-3.38

Exhibit 3.38

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CC SYSTEMS, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by CCO NR Holdings, LLC, a Delaware limited liability company (“CCO NR”), as the sole member of CC Systems, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of June 19, 2003, as amended (the “Prior Agreement”); and

WHEREAS, CCO NR, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan.

SECTION 1. General.

(b) Name. The name of the Company shall be CC Systems, 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.

SECTION 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

SECTION 6. Members.

Regulation section 1.704-l(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, CCO NR shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CCO NR is the sole member of the Company, CCO NR’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

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

SECTION 15. Miscellaneous.

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

(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.

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


CCO NR HOLDINGS, LLC

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

EXHIBIT A

Officers



Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President – Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

EXHIBIT B

Member

CCO NR Holdings, LLC

EX-3.39 40 d214722dex339.htm EX-3.39 EX-3.39

Exhibit 3.39

10/21/98 WED 15:02 FAX 312 861 2200 57 2

Kirkland & Ellis

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 10/21/1998

981406867 - 2958104

002

CERTIFICATE OF FORMATION

AVALON CABLE LLC

This Certificate of Formation is being executed as of October 21, 1998, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1. Name. The name of the limited liability company is Avalon Cable LLC (the “Company”).

2. Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, City of Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.


By:		/s/ Barbara A. Beach
		Barbara A. Beach, an Authorized Person

I:\SHARED\BBEACH\ABRY\AvalonLLCwpd.wpd

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/07/1999

991520658 - 2958104

CERTIFICATE OF AMENDMENT

CERTIFICATE OF FORMATION

AVALON CABLE LLC

AVALON CABLE LLC, a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, DOES HEREBY CERTIFY:

1. Article 2 of the Certificate of Formation of the Limited Liability Company is hereby amended as follows:

The address of its registered office in the State of Delaware is 30 Old Rudnick Lane, Dover, DE 19901, County of Kent. The name of the registered agent at such address is CorpAmerica, Inc.

2. That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 18-202 of Title 6 of the Delaware Code.

IN WITNESS WHEREOF, said company has caused this Certificate to be signed by an authorized person this 6th day of December, 1999.

/s/ Marcy Lifton

Name: Marcy Lifton

Authorized Person

CERTIFICATE OF AMENDMENT

AVALON CABLE LLC

AVALON CABLE LLC, a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, DOES HEREBY CERTIFY:

1. Article 1. of the Certificate of Formation of the Limited Liability Company is hereby amended to read as follows:

1. Name. The name of the Limited Liability Company is CC V HOLDINGS, LLC

2. That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 18-202 of Title 6 of the Delaware Code.

IN WITNESS WHEREOF, said company has caused this Certificate to be signed by an authorized person this 14th day of December, 1999.

/s/ Linda C. Reisner, Vice President

Name: Linda C. Reisner, Vice President

Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/14/1999

991538103 - 2958104

CERTIFICATE OF MERGER OF

CHARTER GONE PENNSYLVANIA, LLC

a Pennsylvania limited liability company

INTO

CC V HOLDINGS, LLC

a Delaware limited liability company

It is hereby certified that:

1.	The constituent entities participating in the merger are:

(i)

Charter Gone Pennsylvania, LLC, a Pennsylvania limited liability company; and

(ii)

CC V Holdings, LLC, a Delaware limited liability company.

2.	An Agreement of Merger has been approved and executed and acknowledged by each of the constituent entities in accordance with the provisions of subsection (b) of Section 18-209 of the Delaware Limited Liability Company Act.

3.	The name of the surviving entity is CC V Holdings, LLC.

4.	The Certificate of Formation of CC V Holdings, LLC shall be the Certificate of Formation of the surviving entity.

5.	The executed Agreement of Merger is on file at the principal place of business of CC V Holdings, LLC located at the following address:

12444 Powerscourt Drive, Suite 400

St. Louis, Missouri 63131

6.	A copy of the Agreement of Merger will be furnished by CC V Holdings, LLC, on request and without cost, to any person holding a membership interest in Charter Gone Pennsylvania, LLC, or CC V Holdings, LLC.

7.	For accounting purposes only, this Certificate of Merger is effective as of November 29, 1999.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:01 AM 12/22/1999

991556370 - 2958104

IN WITNESS WHEREOF, CC V Holdings, LLC, a Delaware limited liability company has caused this Certificate to be executed by a duly authorized person thereof as of this 22nd day of December, 1999.


CC V HOLDINGS, LLC

By:		/s/ Curtis S. Shaw
		Name: Curtis S. Shaw
		Title: Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 07/18/2002

020459972 - 2958104

Certificate of Amendment to Certificate of Formation

CC V HOLDINGS, LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is CC V Holdings, LLC.

Executed on July 11, 2002

/s/ Marcy A. Lifton

Marcy A. Lifton, Authorized Person

DE LL D-:CERTIFICATE OF AMENDMENT TO CHANGE REGISTERED AGENT/REGISTERED OFFICE 09/00 (DELLCCHG)

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:04 PM 07/08/2003

FILED 04:55 PM 07/08/2003

SRV 030449332 - 2958104 FILE

CERTIFICATE OF CORRECTION

CERTIFICATE OF AMENDMENT

CC V HOLDINGS, LLC

a Delaware limited liability company

CC V HOLDINGS, LLC, a Delaware limited liability company (the “Company”), pursuant to Section 18-211 of the Delaware Limited Liability Company Act, hereby certifies as follows:

1. The Certificate of Amendment of AVALON CABLE LLC (the “Certificate of Amendment”) filed with the Delaware Secretary of State on December 14, 1999, is an inaccurate record of the Company.

2. Paragraph 1 of the Certificate of Amendment inaccurately stated the name to which the name of the Company was being changed.

3. Paragraph 1 of the Certificate of Amendment, in correct form, should read in its entirety as follows:

“1. Article 1 of the Certificate of Formation of the Limited Liability Company is hereby amended to read as follows:

“1. Name. The name of the Limited Liability Company is CC V Holdings, LLC.”

IN WITNESS WHEREOF, the Company has caused this Certificate of Correction to be signed by its Authorized Person this 8^thday of July, 2003.

/s/ Marcy Lifton

Marcy Lifton, Authorized Person

I:\CORPSECY\LLC Formation\Corrections\CC V

Holdings (Avalon Cable) rename.DOC

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC CORPORATION INTO

DOMESTIC LIMITED LIABILITY COMPANY

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6, Section 18-209 of the Limited Liability Company Act, the undersigned limited liability company executed the following Certificate of Merger:

FIRST: The name of the surviving limited liability company is CC V Holdings, LLC and the name of the corporation being merged into this surviving limited liability company is CC V Holdings Finance, Inc.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving limited liability company and the merging corporation.

THIRD: The name of the surviving limited liability company is CC V Holdings, LLC.

FOURTH: The merger is to become effective on November 17, 2006.

FIFTH: The Agreement of Merger is on file at 12405 Powerscourt Drive, St. Louis, MO 63131, the place of business of the surviving limited liability company.

SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of any constituent limited liability company or stockholder of any constituent corporation.

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:04 AM 11/17/2006

FILED 11:04 AM 11/17/2006

SRV 061055551 - 2958104 FILE

IN WITNESS WHEREOF, said limited liability company has caused this certificate to be signed by an authorized person, the 15th day of November, A.D., 2006.


By:		/s/ Richard R. Dykhouse
		Authorized Person

Name:		Richard R. Dykhouse
		Print or Type

Title:		Vice President

EX-3.40 41 d214722dex340.htm EX-3.40 EX-3.40

Exhibit 3.40

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CC V HOLDINGS, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by CCO NR Holdings, LLC, a Delaware limited liability company (“CCO NR”), as the sole member of CC V Holdings, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of June 19, 2003, as amended (the “Prior Agreement”); and

WHEREAS, CCO NR, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan.

SECTION 1. General.

(b) Name. The name of the Company shall be CC V Holdings, 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.

SECTION 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

SECTION 6. Members.

Regulation section 1.704-l(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, CCO NR shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CCO NR is the sole member of the Company, CCO NR’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

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

SECTION 15. Miscellaneous.

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

(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.

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


CCO NR HOLDINGS, LLC

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

EXHIBIT A

Officers



Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President – Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

EXHIBIT B

Member

CCO NR Holdings, LLC

EX-3.41 42 d214722dex341.htm EX-3.41 EX-3.41

Exhibit 3.41

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:55 PM 10/03/2003

FILED 12:42 PM 10/03/2003

SRV 030638544 - 3711528 FILE

CERTIFICATE OF FORMATION

CC VI FIBERLINK, LLC

1. The name of the limited liability company is CC VI Fiberlink, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CC VI Fiberlink, LLC this 2^nd day of October, 2003.

/s/ Janeen G. Domagalski

Janeen G. Domagalski

Authorized Person

EX-3.42 43 d214722dex342.htm EX-3.42 EX-3.42

Exhibit 3.42

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CC VI FIBERLINK, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by CC VI Operating, LLC, a Delaware limited liability company (“CC VI OP”), as the sole member of CC VI Fiberlink, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of October 3, 2003, as amended (the “Prior Agreement”); and

WHEREAS, CC VI OP, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan.

SECTION 1. General.

(b) Name. The name of the Company shall be CC VI Fiberlink, 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.

SECTION 4. Management.

(a) Management by Manager.

i) CC VI OP, as the sole member of the Company, hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, CC VI OP is the sole Member. CC VI OP is not required to make any capital contribution to the Company; however, CC VI OP may make capital contributions to the Company at any time in its 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-l(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, CC VI OP shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CC VI OP is the sole member of the Company, CC VI OP’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

(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.

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.

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

SECTION 15. Miscellaneous.

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

(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.

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


CC VI OPERATING, LLC

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse Vice President, Associate General Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse Vice President, Associate General Counsel and Corporate Secretary

EXHIBIT A


Officers

Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President – Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

EXHIBIT B

Member

CC VI Operating, LLC

EX-3.43 44 d214722dex343.htm EX-3.43 EX-3.43

Exhibit 3.43


		STATE OF DELAWARE
		SECRETARY OF STATE
		DIVISION OF CORPORATIONS
		FILED 09:00 AM 08/06/1999
		991328157 - 3080252

CERTIFICATE OF FORMATION

CC VI OPERATING, LLC

1. The name of the limited liability company is CC VI Operating, LLC.

2. The address of its registered office in the State of Delaware is 30 Old Rudnick Lane, in the City of Dover, County of Kent. The name of its registered agent at such address is CorpAmerica, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CC VI Operating, LLC this 6^th day of August, 1999.

/s/ Colleen M. Hegarty

Colleen M. Hegarty, Authorized Person


STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/09/1999
991477260 - 3080252

CERTIFICATE OF AMENDMENT

CERTIFICATE OF FORMATION

CC VI OPERATING, LLC

CC VI Operating, LLC, a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, DOES HEREBY CERTIFY:

The named of the Limited Liability Company is CC VI Operating, LLC.

The Certificate of Formation of the Limited Liability Company is hereby amended as follows:

The name do the Limited Liability Company is changed to CC VI Operating Company, LLC.

That the aforesaid amendment was duly adopted in accordance with the applicable provisions in Section 18-202 of Title 6 of the Delaware Code.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer or director of the corporation this 9th day of November, 1999.

/s/ Linda Carroll Reisner

Linda Carroll Reisner, Authorized Person


		STATE OF DELAWARE
		SECRETARY OF STATE
		DIVISION OF CORPORATIONS
		FILED 09:00 AM 07/18/2002
		020460165 - 3080252

Certificate of Amendment to Certificate of Formation

CC VI OPERATING COMPANY, LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is CC VI Operating Company, LLC.

Executed on July 11, 2002

/s/ Marcy A. Lifton

Marcy A. Lifton, Authorized Person

DE LL D-:CERTIFICATE OF AMENDMENT TO CHANGE REGISTERED AGENT/REGISTERED OFFICE 09/00 (DELLCCHG)

EX-3.44 45 d214722dex344.htm EX-3.44 EX-3.44

Exhibit 3.44

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CC VI OPERATING COMPANY, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by CCO NR Holdings, LLC, a Delaware limited liability company (“CCO NR”), as the sole member of CC VI Operating Company, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of July 11, 2003, as amended (the “Prior Agreement”); and

WHEREAS, CCO NR, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan.

SECTION 1. General.

(b) Name. The name of the Company shall be CC VI Operating Company, 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.

SECTION 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

SECTION 6. Members.

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, CCO NR shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CCO NR is the sole member of the Company, CCO NR’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

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

SECTION 15. Miscellaneous.

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

(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.

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


CCO NR HOLDINGS, LLC

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

EXHIBIT A

Officers



Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President – Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

EXHIBIT B

Member

CCO NR Holdings, LLC

EX-3.45 46 d214722dex345.htm EX-3.45 EX-3.45

Exhibit 3.45

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:55 PM 10/03/2003 FILED 12:43 PM 10/03/2003

SRV 030638552 - 3711529 FILE

CERTIFICATE OF FORMATION

CC VII FIBERLINK, LLC

1. The name of the limited liability company is CC VII Fiberlink, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CC VII Fiberlink, LLC this 2^nd day of October, 2003.

/s/ Janeen G. Domagalski

Janeen G. Domagalski

Authorized Person

EX-3.46 47 d214722dex346.htm EX-3.46 EX-3.46

Exhibit 3.46

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CC VII FIBERLINK, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by Falcon Cable Communications, LLC, a Delaware limited liability company (“FCC”), as the sole member of CC VII Fiberlink, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of October 3, 2003, as amended (the “Prior Agreement”); and

WHEREAS, FCC, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan.

SECTION 1. General.

(b) Name. The name of the Company shall be CC VII Fiberlink, 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.

SECTION 4. Management.

(a) Management by Manager.

i) FCC, as the sole member of the Company, hereby elects 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.

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.

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

(l) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, FCC is the sole Member. FCC is not required to make any capital contribution to the Company; however, FCC may make capital contributions to the Company at any time in its 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-l(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, FCC shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as FCC is the sole member of the Company, FCC’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

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

SECTION 15. Miscellaneous.

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

(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.

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


FALCON CABLE COMMUNICATIONS, LLC

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse Vice President, Associate General Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse Vice President, Associate General Counsel and Corporate Secretary

EXHIBIT A


Officers

Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President – Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

EXHIBIT B

Member

Falcon Cable Communications, LLC

EX-3.47 48 d214722dex347.htm EX-3.47 EX-3.47

Exhibit 3.47


				State of Delaware
				Secretary of State
				Division of Corporations
				Delivered 12:55 PM 10/03/2003
				FILED 12:45 PM 10/03/2003
				SRV 030638567 - 3711534 FILE

CERTIFICATE OF FORMATION

CC VIII FIBERLINK, LLC

1. The name of the limited liability company is CC VIII Fiberlink, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CC VIII Fiberlink, LLC this 1st day of October, 2003.

/s/ Janeen G. Domagalski

Janeen G. Domagalski

Authorized Person


State of Delaware
Secretary of State
Division of Corporations
Delivered 08:24 PM 12/23/2008
FILED 08:24 PM 12/23/2008
SRV 081227226 - 3711534 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT


1.		Name of Limited Liability Company:
		CC VIII Fiberlink, LLC



2.	The Certificate of Formation of the limited liability company is hereby amended as follows:

	The name of the entity shall be: Charter Fiberlink CC VIII, LLC


		.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 22nd day of December, A.D. 2008.


By:		/s/ Richard R. Dykhouse
		Authorized Person(s)

Name:		Richard R. Dykhouse, Vice President
		Print or Type


				State of Delaware
				Secretary of State
				Division of Corporations
				Delivered 11:12 AM 01/13/2009
				FILED 09:47 AM 01/13/2009
				SRV 090027981 - 3711534 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT


1.		Name of Limited Liability Company:
		Charter Fiberlink CC VIII, LLC



2.	The Certificate of Formation of the limited liability company is hereby amended as follows:

	The name of the entity shall be: CC VIII Fiberlink, LLC


		.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 12th day of January, A.D. 2009.


By:		/s/ Richard R. Dykhouse
		Authorized Person(s)

Name:		Richard R. Dykhouse, Vice President
		Print or Type

EX-3.48 49 d214722dex348.htm EX-3.48 EX-3.48

Exhibit 3.48

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CC VIII FIBERLINK, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by CC VIII Operating, LLC, a Delaware limited liability company (“CC VIII OP”), as the sole member of CC VIII Fiberlink, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of October 3, 2003, as amended (the “Prior Agreement”); and

WHEREAS, FCC, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan.

SECTION 1. General.

(b) Name. The name of the Company shall be CC VIII Fiberlink, 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.

SECTION 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

SECTION 6. Members.

Treasury Regulation section 1.704-l(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, CC VIII OP shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CC VIII OP is the sole member of the Company, CC VIII OP’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

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.

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

SECTION 15. Miscellaneous.

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

(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.

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


CC VIII OPERATING, LLC

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse Vice President, Associate General Counsel and Corporate Secretary

EXHIBIT A


Officers

Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President – Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

EXHIBIT B

Member

CC VIII Operating, LLC

EX-3.49 50 d214722dex349.htm EX-3.49 EX-3.49

Exhibit 3.49


				STATE OF DELAWARE
				SECRETARY OF STATE
				DIVISION OF CORPORATIONS
				FILED 09:00 AM 01/26/2000
				001037968 - 3164971

CERTIFICATE OF FORMATION

CC VIII HOLDINGS, LLC

1. The name of the limited liability company is CC VIII Holdings, LLC.

2. The address of its registered office in the State of Delaware is 30 Old Rudnick Lane, in the City of Dover, County of Kent. The name of its registered agent at such address is CorpAmerica, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CC VIII Holdings, LLC this 25^TH day of January, 2000.

/s/ Colleen M. Hegarty

Colleen M. Hegarty, Authorized Person


				STATE OF DELAWARE
				SECRETARY OF STATE
				DIVISION OF CORPORATIONS
				FILED 09:00 AM 07/18/2002
				020460203 - 3164971

Certificate of Amendment to Certificate of Formation

CC VIII HOLDINGS, LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is CC VIII Holdings, LLC.

Executed on July 11, 2002

/s/ Marcy A. Lifton

Marcy A. Lifton, Authorized Person

DE LL D-:CERTIFICATE OF AMENDMENT TO CHANGE REGISTERED AGENT/REGISTERED OFFICE 09/00 (DELLCCHG)

EX-3.50 51 d214722dex350.htm EX-3.50 EX-3.50

Exhibit 3.50

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CC VIII HOLDINGS, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by CC VIII, LLC, a Delaware limited liability company (“CC VIII”), as the sole member of CC VIII Holdings, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of February 12, 2004, as amended (the “Prior Agreement”); and

WHEREAS, CC VIII, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan.

SECTION 1. General.

(b) Name. The name of the Company shall be CC VIII Holdings, 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.

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.

SECTION 4. Management.

(a) Management by Manager.

i) CC VIII, as the sole member of the Company, hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, CC VIII is the sole Member. CC VIII is not required to make any capital contribution to the Company; however, CC VIII may make capital contributions to the Company at any time in its 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, CC VIII shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CC VIII is the sole member of the Company, CC VIII’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

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

SECTION 15. Miscellaneous.

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

(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.

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


CC VIII, LLC

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

EXHIBIT A

Officers



Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President – Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

EXHIBIT B

Member

CC VIII, LLC

EX-3.51 52 d214722dex351.htm EX-3.51 EX-3.51

Exhibit 3.51

CERTIFICATE OF FORMATION

BRESNAN TELECOMMUNICATIONS COMPANY LLC

This Certificate of Formation of Bresnan Telecommunications Company LLC is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.) (the “Act”).

1. The name of the limited liability company (hereinafter called the “Company”) is Bresnan Telecommunications Company LLC.

2. The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

3. The address, including street, number, city and country, of the registered office of the Company in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of the registered agent of the Company in the State Delaware at such address is The Corporation Trust Company.

4. In furtherance and not in limitation of the powers conferred by the Act, the Company shall be governed by a limited liability company agreement.

5. The Company shall to the fullest extent permitted by Section 18-108 of the Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have the power to indemnify under said Section 18-108 from and against any and all matters, and the indemnification provided for herein shall not be deemed exclusive of any other right to which any person may be entitled under the limited liability company agreement, or otherwise.

DO NY/138287 2


		STATE OF DELAWARE
		SECRETARY OF STATE
		DIVISION OF CORPORATIONS
		FILED 12:01 PM 08/05/1998
		981305648 - 2930819

IN WITNESS WHEREOF, the undersigned acting as an authorized signatory pursuant to Section 18-204 of the Act has caused this Certificate of Formation of Bresnan Telecommunications Company LLC to be duly executed this 4th day of August, 1998.


BRESNAN TELECOMMUNICATIONS COMPANY LLC

BRESNAN COMMUNICATIONS GROUP LLC

By:	Bresnan Communications Company Limited Partnership, Member

By:	BCI (USA), L.P., general partner

By:	Bresnan Communications, Inc., general partner

By:	/s/ Jeffrey S. DeMond
	Name:	Jeffrey S. DeMond
	Title:	SVP

DO NY/138287.2


		STATE OF DELAWARE
		SECRETARY OF STATE
		DIVISION OF CORPORATIONS
		FILED 01:00 PM 02/14/2000
		001073362 - 2930819

CERTIFICATE OF AMENDMENT

CERTIFICATE OF FORMATION

BRESNAN TELECOMMUNICATIONS COMPANY LLC

Bresnan Telecommunications Company, LLC, a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, DOES HEREBY CERTIFY:

The named of the Limited Liability Company is Bresnan Telecommunications Company LLC.

The Certificate of Formation of the Limited Liability Company is hereby amended as follows:

The name of the Limited Liability Company is changed to CC VIII Operating, LLC.

That the aforesaid amendment was duly adopted in accordance with the applicable provisions in Section 18-202 of Title 6 of the Delaware Code.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer or director of the company this 14th day of February, 2000.

/s/ Marcy Lifton

Marcy Lifton, Authorized Person


		STATE OF DELAWARE
		SECRETARY OF STATE
		DIVISION OF CORPORATIONS
		FILED 09:00 AM 12/26/2000
		001649732 - 2930819

CERTIFICATE OF AMENDMENT

CERTIFICATE OF FORMATION

CC VIII OPERATING, LLC

CC VIII OPERATING, LLC, a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, DOES HEREBY CERTIFY:

1. Article 3 of the Certificate of Formation of the Limited Liability Company is hereby amended as follows:

3. The address of its registered office in the State of Delaware is 30 Old Rudnick Lane, Suite 100, in the City of Dover, County of Kent 19901. The name of it registered agent at such address is LEXIS Document Services Inc.

2. That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 18-202 of Title 6 of the Delaware Code.

IN WITNESS WHEREOF, said company has caused this Certificate to be signed by an authorized person this 22^nd day of December, 2000.

/s/ Marcy Lifton

Name: Marcy Lifton

Authorized Person


		STATE OF DELAWARE
		SECRETARY OF STATE
		DIVISION OF CORPORATIONS
		FILED 09:00 AM 07/18/2002
		020460070 - 2930819

Certificate of Amendment to Certificate of Formation

CC VIII OPERATING, LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is CC VIII Operating, LLC.

Executed on July 11, 2002

/s/ Marcy A. Lifton

Marcy A. Lifton, Authorized Person

DE LL D-:CERTIFICATE OF AMENDMENT TO CHANGE REGISTERED AGENT/REGISTERED OFFICE 09/00 (DELLCCHG)


		State of Delaware
		Secretary of State
		Division of Corporations
		Delivered 05:57 PM 06/30/2016
		FILED 05:57 PM 06/30/2016
		SR 20164737465 - File Number 2930819

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC LIMITED LIABILITY COMPANIES

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Act, the undersigned limited liability company executed the following Certificate of Merger:

FIRST: The name of the surviving limited liability company is CC VIII Operating, LLC, and the name of the limited liability company being merged into this surviving limited liability company is Charter Communications V, LLC.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent limited liability companies.

THIRD: The name of the surviving limited liability company is CC VIII Operating, LLC.

FOURTH: The merger is to become effective on June 30, 2016.

FIFTH: The Agreement of Merger is on file at 12405 Powerscourt Drive, Legal Department, St. Louis, MO 63131, the place of business of the surviving limited liability company.

SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of the constituent limited liability companies.

IN WITNESS WHEREOF, said surviving limited liability company has caused this certificate to be signed by an authorized person, the 30 day of June, A.D., 2016.


By:		/s/ Daniel J. Bollinger
		Authorized Person

Name:		Daniel J. Bollinger
		Print or Type

Title:		VP, Associate Gen. Counsel, Asst. Secretary

EX-3.52 53 d214722dex352.htm EX-3.52 EX-3.52

Exhibit 3.52

FIFTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CC VIII OPERATING, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by CC VIII Holdings, LLC, a Delaware limited liability company (“CC VIIIH”), as the sole member of CC VIII Operating, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of February 12, 2004, as amended (the “Prior Agreement”); and

WHEREAS, CC VIIIH, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan.

SECTION 1. General.

(b) Name. The name of the Company shall be CC VIII Operating, 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.

SECTION 4. Management.

(a) Management by Manager.

i) CC VIIIH, as the sole member of the Company, hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, CC VIIIH is the sole Member. CC VIIIH is not required to make any capital contribution to the Company; however, CC VIIIH may make capital contributions to the Company at any time in its 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, CC VIIIH shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CC VIIIH is the sole member of the Company, CC VIIIH’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

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

SECTION 15. Miscellaneous.

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

(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.

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


CC VIII HOLDINGS, LLC

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

EXHIBIT A

Officers



Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President – Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

EXHIBIT B

Member

CC VIII Holdings, LLC

EX-3.53 54 d214722dex353.htm EX-3.53 EX-3.53

Exhibit 3.53

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

CC VIII, LLC

a Delaware limited liability company

CC VIII, LLC, a limited liability company, organized and existing under the laws of the State of Delaware hereby certifies as follows:

1. That the name of the limited liability company is CC VIII, LLC. The limited liability company filed a Certificate of Formation under the same name on August 6, 1999.

2. That the Amended and Restated Certificate of Formation which restates and further amends is attached hereto as Exhibit “A”.

IN WITNESS WHEREOF, CC VIII, LLC has caused this Certificate to be signed by Marcy Lifton, an authorized person, this 14 day of February, 2000.

/s/ Marcy Lifton

Marcy Lifton, Authorized Person


		STATE OF DELAWARE
		SECRETARY OF STATE
		DIVISION OF CORPORATIONS
		FILED 09:00 AM 02/14/2000
		001074609 - 3080016

Exhibit “A”

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

CC VIII, LLC

a Delaware limited liability company

1. The name of the limited liability company is CC VIII, LLC

2. The address of its registered office in the State of Delaware is 30 Old Rudnick Lane in the City of Dover, 19901. The name of the registered agent at such address is CorpAmerica, Inc..

CERTIFICATE OF MERGER OF

BRESNAN PUBLIC CORPORATION

a Delaware corporation

INTO

CC VIII, LLC

a Delaware limited liability company

It is hereby certified that:

1. The constituent entities participating in the merger are:

(i)

Bresnan Public Corporation, a Delaware corporation; and

(ii)

CC VIII, LLC, a Delaware limited liability company.

2. An Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent entities in accordance with the provisions of subsection (c) of Section 264 of the Delaware General Corporation Law and subsection (b) of Section 18-209 of the Delaware Limited Liability Company Act.

3. The name of the surviving entity is CC VIII, LLC.

4. The Certificate of Formation of CC VIII, LLC shall be the Certificate of Formation of the surviving entity.

5. The executed Agreement of Merger is on file at the principal place of business of CC VIII, LLC located at the following address:

12444 Powerscourt Drive, Suite 400

St. Louis, Missouri 63131

6. A copy of the Agreement of Merger will be furnished by CC VIII, LLC, on request and without cost, to any stockholder of Bresnan Public Corporation or any member of CC VIII, LLC.


		STATE OF DELAWARE
		SECRETARY OF STATE
		DIVISION OF CORPORATIONS
		FILED 09:01 AM 02/14/2000
		001074630 - 3080016


		- 4 -

IN WITNESS WHEREOF, CC VIII, LLC, a Delaware limited liability company has caused this Certificate to be executed by a duly authorized person thereof as of this 14 day of February, 2000.


CC VIII, LLC

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


		- 5 -


		STATE OF DELAWARE
		SECRETARY OF STATE
		DIVISION OF CORPORATIONS
		FILED 10:00 AM 03/20/2002
		020185102 - 3080016

CERTIFICATE OF MERGER OF

CCG VIII, LLC

a Delaware limited liability company

INTO

CC VIII, LLC

a Delaware limited liability company

It is hereby certified that:

1. The constituent entities participating in the merger are:

(i)

CCG VIII, LLC, which is a limited liability company organized under the laws of the State of Delaware.

(ii)

CC VIII, LLC, which is a limited liability company organized under the laws of the State of Delaware.

2. An Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the aforesaid constituent entities in accordance with the provisions of Section 18-209 of the Delaware Limited Liability Company Act.

3. The name of the surviving entity is CC VIII, LLC, which will continue its existence under its present name upon the effective date of the merger pursuant to the provisions of the Delaware Limited Liability Company Act.

4. The executed Agreement of Merger is on file at the office of CC VIII, LLC located at the following address:

12405 Powerscourt Drive

St. Louis, Missouri 63131

5. A copy of the aforesaid Agreement of Merger will be furnished by CC VIII, LLC, on request and without cost, to any member of CC VIII, LLC or to any member of CCG VIII, LLC.

514403.01 04

IN WITNESS WHEREOF, CC VIII, LLC has caused this Certificate to be executed by an Authorized Person thereof this 26th day of February, 2002.


CC VIII, LLC,
a Delaware limited liability company

By:		/s/ Marcy Lifton
		Marcy Lifton, Authorized Person


514403.01 04		- 2 -


		STATE OF DELAWARE
		SECRETARY OF STATE
		DIVISION OF CORPORATIONS
		FILED 09:00 AM 07/18/2002
		020460045 - 3080016

Certificate of Amendment to Certificate of Formation

CC VIII, LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is CC VIII, LLC.

Executed on July 11, 2002

/s/ Marcy A. Lifton

Marcy A. Lifton, Authorized Person

DE LL D-:CERTIFICATE OF AMENDMENT TO CHANGE REGISTERED AGENT/REGISTERED OFFICE 09/00 (DELLCCHG)

EX-3.54 55 d214722dex354.htm EX-3.54 EX-3.54

Exhibit 3.54

FIFTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

FOR

CC VIII, LLC

A DELAWARE LIMITED LIABILITY COMPANY

DATED AS OF NOVEMBER 30, 2009

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

FIFTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

FOR

CC VIII, LLC

A DELAWARE LIMITED LIABILITY COMPANY

This Fifth Amended and Restated Limited Liability Company Agreement for CC VIII, LLC, a Delaware limited liability company (“Company”), is made and entered into effective as of November 30, 2009, by and among CCV Holdings, LLC, a Delaware limited liability company (“CCV”), CCH I, LLC, a Delaware limited liability company (“CCHI”) and Charter Communications, Inc. (“CCI”).

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

B. The Initial Agreement was amended and restated by the Amended and Restated Limited Liability Company Agreement of the Company entered into and made effective as of January 1, 2002, which in turn was amended and restated by the Amended and Restated Limited Liability Company Agreement of the Company entered into and made effective as of March 31, 2003, which in turn was amended and restated by the Third Amended and Restated Limited Liability Company Agreement of the Company entered into and made effective as of October 31, 2005 and further amended and restated by the Fourth Amended and Restated Limited Liability Company Agreement (the “Existing LLC Agreement”).

C. On June 6, 2003, Charter Investment, Inc. (“CII”) acquired by purchase all the Class A Preferred Units (as hereinafter defined) of the Company.

D. On October 31, 2005, CII transferred 1,788,997 Class A Preferred Units to CCHC, LLC, a Delaware limited liability company (“CCHC”) and CII transferred 15,202,763 Class A Preferred Units to Charter Communications Holding Company, LLC (“Charter HoldCo”), which transferred such Class A Preferred Units to CCHC. Also on October 31, 2005, the Company issued additional Class B Units to CCV in consideration of capital contributions made on January 2, 2001, July 10, 2001, August 31, 2001 and January 14, 2002, for which CCV had not previously received units.

E. On August 11, 2006, CCHC contributed all of its preferred equity interests in the Company to CCHI.

F. On March 27, 2009, CCI and certain of its affiliates (“Debtors”), including, without limitation, the Company, filed petitions for relief under Chapter 11 of the United States Bankruptcy Code (the “Chapter 11 Cases”). The Chapter 11 Cases were filed to enable the Debtors to implement a restructuring pursuant to a pre-arranged joint plan of reorganization (the “Plan”) aimed at improving capital structure.

G. In connection with the CII Settlement (as defined in the Plan), as of the effective date of the Plan (the “Effective Date”), CII has transferred to CCI all of its outstanding and issued Class A Preferred Units (the “Transferred Units”) and has ceased to be a member of the Company.

H. The parties hereto desire to enter into this Fourth Amended and Restated Limited Liability Company Agreement to provide for, inter alia, the admission of CCI as a member of the Company, the removal of CII as a member of the Company, and the amendment and restatement of the respective rights, obligations, and interests of the parties hereto to each other and to the Company.

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

ARTICLE I

DEFINITIONS

When used in this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:

1.1 “Act” means the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et seq., as the same may be amended from time to time.

1.2 “Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

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

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

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

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

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1.3 “Adjusted Priority Capital” means, with respect to any Class A Member as of any date, the amount, if any, of such Member’s Initial Priority Capital, reduced by the aggregate amount distributed to such Member by the Company pursuant to Section 9.5(b) hereof. In the event any Class A Member transfers all or any portion of such Member’s Class A Preferred Units in accordance with the terms of this Agreement, such Member’s transferee shall succeed to the Adjusted Priority Capital of the transferor to the extent it relates to the transferred portion of such Member’s Class A Preferred Units.

1.4 “Affiliate” of any Person shall mean any other Person that, directly or indirectly, Controls, is under common Control with or is Controlled by that Person.

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

1.6 “Appraiser” means a nationally-recognized investment bank or other appraiser experienced in the cable television industry.

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

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

1.9 “Basis” means the adjusted basis of an asset for federal income tax purposes.

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

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

1.12 “CCHI” has the meaning set forth in the recitals to this Agreement.

- 3 -

1.13 “CCI” means Charter Communications, Inc., a Delaware corporation.

1.14 “CCV” has the meaning set forth in the recitals to this Agreement.

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

1.16 “Charter Affiliate” means any Person Controlled by CCI or Charter HoldCo.

1.17 “Charter Members” means CCHI, CCI and CCV and any of their successors.

1.18 “CCHC” has the meaning set forth in the recitals to this Agreement.

1.19 “Chapter 11 Cases” has the meaning set forth in the recitals to this Agreement.

1.20 “CII” has the meaning set forth in the recitals to this Agreement

1.21 “Class A Member” means any Member holding and to the extent it holds Class A Preferred Units.

1.22 “Class A Preferred Units” means any Unit denominated “Class A Preferred.”

1.23 “Class B Member” means any Member holding and to the extent it holds Class B Units.

1.24 “Class B Units” means any Unit denominated “Class B.”

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

1.26 “Company” has the meaning set forth in the recitals to this Agreement.

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

1.28 “Control” including, with its correlative meanings, the terms “controlled by” and “under common control with”, as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

1.29 “Debtors” has the meaning set forth in the recitals to this Agreement.

- 4 -

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

1.31 “Effective Date” has the meaning set forth in the recitals to this Agreement.

1.32 “Fiscal Year” means the Company’s fiscal year, which shall be the calendar year, or any portion of such period for which the Company is required to allocate Net Profits, Net Losses, or other items of Company income, gain, loss, or deduction pursuant hereto.

1.33 “Gross Asset Value” means, with respect to any asset, the asset’s Basis, except as follows:

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

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

1.33.3 The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values (taking into account Code Section 7701(g)), as determined by the Manager, as of the following times: (a) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution after the date hereof; (b) the distribution by the Company to a Member of more than a de minimis amount of Property as consideration for an interest in the Company after the date hereof; (c) the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company; and (d) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (a) and (b) above shall be made only if the Manager reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company.

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

- 5 -

1.33.5 The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the Basis of such assets pursuant to Code Section 734(b) or Code Section 743(b) after the date hereof, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation Section 1.704-1(b)(2)(iv)(m) and Section 1.44.6 hereof, provided, however, that Gross Asset Values shall not be adjusted pursuant to this Section 1.33.5 to the extent the Manager determines that an adjustment pursuant to Section 1.33.3 hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this Section 1.33.5.

If the Gross Asset Value of an asset has been determined or adjusted pursuant to Section 1.33.1, Section 1.33.2, Section 1.33.3, or Section 1.33.5 hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Profits and Net Losses

1.34 “Initial Agreement” has the meaning set forth in the recitals to this Agreement.

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

1.36 “Initial Members” means CCV, CCHI, and CCI.

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

1.38 “Manager” means one or more managers who are designated from time to time as provided in Section 5.1 hereof.

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

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

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

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

- 6 -

1.43 “Membership Interest” means a Member’s entire interest in the Company including the Member’s right to share in income, gains, losses, deductions, credits, or similar items of, and to receive distributions from, the Company pursuant to this Agreement and the Act, the right to vote or participate in the management of the Company to the extent herein provided or as specifically required by the Act, and the right to receive information concerning the business and affairs of the Company.

1.44 “Net Profits” and “Net Losses” mean, for each Fiscal Year, an amount equal to the Company’s taxable income or loss for such Fiscal Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(l) shall be included in taxable income or loss), with the following adjustments:

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

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

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

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

1.44.5 In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation in accordance with Section 1.30 hereof;

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

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1.44.7 Notwithstanding any other provision of this definition, any items that are specially allocated pursuant to Section 6.3 or Section 6.4hereof shall not be taken into account in computing Net Profits or Net Losses (the amounts of the items of Company income, gain, loss, or deduction available to be specially allocated pursuant to any provision of this Agreement shall be determined by applying rules analogous to those set forth in Sections 1.44.1 through 1.44.6 above).

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

1.45 “Nonrecourse Deductions” has the meaning set forth in Regulations Section 1.704-2(b)(l).

1.46 “Nonrecourse Liability” has the meaning set forth in Regulations Section 1.704-2(b)(3).

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

1.48 “Permitted Transferee” has the meaning assigned to it in Section 7.1 hereof.

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

1.50 “Plan” has the meaning set forth in the recitals to this Agreement.

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

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

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

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

1.55 “Regulatory Allocations” has the meaning set forth in Section 6.4 hereof.

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

1.57 “Target Capital Account” has the meaning set forth in Section 6.4 hereof.

1.58 “Tax Effective Date” means January 1, 2009.

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

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

1.61 “Transferred Units” has the meaning set forth in the recitals to this Agreement.

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

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ARTICLE II

ORGANIZATIONAL MATTERS

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

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

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

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

2.5 Purpose of Company. The Company may carry on any lawful business, purpose, or activity that may be carried on by a limited liability company under applicable law.

ARTICLE III

CAPITAL CONTRIBUTIONS AND UNITS

3.1 Capital Contributions. No Member shall be required to make any Capital Contributions after the date hereof. Subject to the approval of the Manager, a Member may be permitted from time to time to make additional Capital Contributions if the Manager determines that such additional Capital Contributions are necessary or appropriate for the conduct of the Company’s business and affairs, including without limitation expansion or diversification. The Manager shall approve all aspects of any such additional Capital Contribution, such as the amount and nature of the Capital Contribution, the terms and other aspects of such Capital Contribution, the economic and other rights of the additional Membership Interests issued to the contributing Member

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

3.2 Initial Capital Accounts. The capital account of each Member as of the Tax Effective Date (the “Initial Capital Account” of such Member) shall equal (a) the total Capital Contributions of such Member or such Member’s predecessor prior to the Tax Effective Date (reduced by the amount of any liabilities of such Member or such Member’s predecessor assumed by the Company prior to the Tax Effective Date or which were secured by such Capital Contributions), as set forth on Schedule B, plus (b) the aggregate Net Profits and any items in the nature of income or gain, if any, allocated to such Member or such Member’s predecessor with respect to all Fiscal Years or portions thereof ending prior to the Tax Effective Date (as may be adjusted after the date hereof upon audit of the Company’s books and records), minus (c) the aggregate Net Losses and any items in the nature of expenses or losses allocated to such Member or such Member’s predecessor with respect to all Fiscal Years or portions thereof ending prior to the Tax Effective Date (as may be adjusted after the date hereof upon audit of the Company’s books and records), minus (d) the amount of cash and the fair market value of any Property, if any, distributed to such Member or such Member’s predecessor prior to the Tax Effective Date (reduced by the amount of any Company liabilities assumed by such Member or such Member’s predecessor prior to the Tax Effective Date or which are secured by any Property distributed to such Member or such Member’s predecessor prior to the Tax Effective Date). The Initial Capital Accounts shall also include any other adjustments required under Section 3.3 of the Existing LLC Agreement prior to the Tax Effective Date.

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

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

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

3.3.3 In connection with the conveyance of the Transferred Units, CCI shall succeed to the Capital Account of CII determined as of the Effective Date (in the manner described in Section 6.6.2);

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

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

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

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

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

3.6 Units.

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

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

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ARTICLE IV

MEMBERS

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

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

4.3 Meetings of Members.

4.3.1 No annual or regular meetings of the Members as such shall be required; if convened, however, meetings of the Members may be held at such date, time, and place as the Manager may fix from time to time. At any meeting of the Members, the Manager or a person appointed by the Manager shall preside at the meeting and shall appoint another person to act as secretary of the meeting. The secretary of the meeting shall prepare written minutes of the meeting, which shall be maintained in the books and records of the Company.

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

4.3.3 Notice of any meeting of the Members shall be sent or otherwise given by the Manager to the Members in accordance with this Agreement not less than 10

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nor more than 60 days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and the general nature of the business to be transacted. Except as the Members may otherwise agree, no business other than that described in the notice may be transacted at the meeting.

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

4.3.5 At all meetings of the Members, a majority of the Class B Members shall constitute a quorum for the transaction of business, and the act of a majority of the Class B Members present at any meeting at which there is a quorum shall be the action of the Members, except as may be otherwise specifically provided by statute, the Certificate or this Agreement. If a quorum is not present at any meeting of the Members, the Class B Members present thereat may adjourn the meeting from time to time until a quorum shall be present. Notice of such adjournment shall be given to any Member not present at such meeting.

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

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

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

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

ARTICLE V

MANAGEMENT AND CONTROL OF THE COMPANY

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

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

5.1.2 Except as otherwise required by applicable law, the Manager shall be authorized to execute or endorse any check, draft, evidence of indebtedness, instrument, obligation, note, mortgage, contract, agreement, certificate or other document on behalf of the Company. The Manager may delegate its authority under this Section 5.1.2 to the officers of the Company.

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

5.2 Fiduciary Obligations.

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

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Members to one another and the rights, duties and obligations of the Manager and officers to the Company and the Members and, in that connection, shall supplant entirely the default fiduciary duties stated or implied by applicable law or equity, which might otherwise apply.

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

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

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

5.2.5 Whenever in this Agreement the Manager is, or the Class B Members are, permitted or required to make a decision (a) in its or their “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Manager or the Class B Members shall be entitled to consider only such interests and factors as it or they desire, including its or their own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company, the other Members or any Persons who have acquired interests in the Units, or (b) in its or their “good faith” or under another express standard, the Manager or the Class B Members shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, or any other agreement contemplated herein. Each Member hereby agrees that any standard of care or duty imposed in this Agreement, or any other agreement contemplated herein, or under the Act or any other applicable law, rule or regulation, shall be modified, waived or limited in each case as required to permit the

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Manager or the Class B Members to act under this Agreement or any other agreement contemplated herein and to make any decision pursuant to the authority described in this 5.2.5 so long as (i) such action or decision does not constitute gross negligence or willful or wanton misconduct or a bad faith violation of the implied contractual covenant of good faith and fair dealing and (ii) the Manager or the Class B Members, as appropriate, believe such action or decision is consistent with the overall purposes of the Company.

5.3 Indemnification and Expenses.

5.3.1 To the extent permitted by applicable law, a Member (and its respective officers, directors, agents, employees, shareholders, members, partners, and Affiliates), Manager (and its respective officers, directors, agents, employees, shareholders, members, partners, and Affiliates), or officer of the Company shall be entitled to indemnification from the Company for any loss, damage, or claim incurred by such Person by reason of any act or omission performed or omitted by such Person in good faith on behalf of, or in connection with the business and affairs of, the Company and in a manner reasonably believed to be within the scope of authority conferred on such Person by this Agreement and, if applicable, the Approval of the Members or authorizations of the Manager; except that no Person shall be entitled to be indemnified in respect of any loss, damage, or claim incurred by such Person by reason of such Person’s fraud, deceit, reckless or intentional misconduct, or gross negligence; provided, however, that any indemnity under this Section 5.3.1 shall be provided out of and to the extent of Company assets only, no debt shall be incurred by the Members in order to provide a source of funds for any indemnity, and no Member shall have any personal liability (or any liability to make any additional Capital Contributions) on account thereof.

5.3.2 To the extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Member (and its respective officers, directors, agents, employees, shareholders, members, partners or Affiliates), Manager (and its respective officers, directors, agents, employees, shareholders, members, partners or Affiliates), or officer of the Company in such Person’s capacity as such in defending any claim, demand, action, suit, or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit, or proceeding upon receipt by the Company of an undertaking by or on behalf of the Member (or its respective officers, directors, agents, employees, shareholders, members, partners or Affiliates, as applicable), Manager (or its respective officers, directors, agents, employees, shareholders, members, partners or Affiliates, as applicable), or officer to repay such amount if it shall be determined that such Person is not entitled to be indemnified as authorized in Section 5.3.1 hereof.

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

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5.5 Competing Activities.

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

5.5.2 The Company and each Member acknowledge that the other Members, the Manager (and their respective officers, directors, agents, employees, shareholders, members, partners or Affiliates) and the officers of the Company (to the extent expressly permitted in their employment agreement) might own or manage other businesses, including businesses that may compete with the Company or any Subsidiary for the time of the Member or Manager. To the extent that, at law or at equity, any Member or Manager (and their respective officers, directors, agents, employees, shareholders, members, partners or Affiliates) or officers of the Company have duties (including fiduciary duties) and liabilities relating to the Company and the other Members, such Person shall not be liable to the Company or the other Members for its good faith reliance on the provisions of this Agreement including this Section 5.5. The Company and each Member hereby waive any and all rights and claims that the Company or such Member may otherwise have against the other Members and the Manager (and their respective officers, directors, agents, employees, shareholders, members, partners or Affiliates) or officers of the Company as a result of any such permitted activities. The provisions of this Agreement, and any agreement between the Company and any Member entered into in reliance on this Section 5.5, to the extent that they restrict the duties and liabilities of a Manager or Member (and their respective officers, directors, agents, employees, shareholders, members, partners or Affiliates) or officers of the Company otherwise existing at law or in equity, are agreed by the Company and the Members to replace such other duties and liabilities of such Person.

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

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5.7 Reimbursement of Expenses. The Company shall reimburse the Manager and officers of the Company for the actual and reasonable costs, fees, and expenses paid or incurred by any Person for goods, materials, services, and activities acquired or used by or for the benefit of the Company, or performed or undertaken for the benefit of the Company, without duplication of any expense paid.

ARTICLE VI

ALLOCATIONS OF NET PROFITS AND NET LOSSES

AND

DISTRIBUTIONS

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

6.1.1 First, Net Profits shall be allocated to each Member to the extent of and in accordance with the aggregate amount of Net Losses previously allocated to such Member pursuant to Section 6.2.1 hereof with respect to each Fiscal Year beginning on or after the Tax Effective Date, with respect to which Net Profits have not been previously allocated pursuant to this subsection.

6.1.2 Second, Net Profits shall be allocated to each Member to the extent of and in accordance with the aggregate amount of Net Losses previously allocated to such Member pursuant to Section 6.2.1 hereof with respect to each Fiscal Year ending before the Tax Effective Date, with respect to which Net Profits have not been previously allocated pursuant to this subsection.

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

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

6.2.1 First, except as provided in Section 6.2.2, Net Losses shall be allocated in accordance with the Members’ Percentage Interests.

6.2.2 An allocation of Net Losses under Section 6.2.1 hereof shall not be made to the extent it would create or increase an Adjusted Capital Account Deficit for a Member or Members at the end of any Fiscal Year if any other member has a positive Capital Account balance at such time. Any Net Losses not allocated because of the preceding sentence shall be allocated to the other Member or Members with positive Capital Account balances in proportion to such Member’s or Members’ respective Percentage Interests; provided, however, that to the extent such allocation would create or increase an Adjusted Capital Account Deficit for another Member or Members at the end of any Fiscal Year, such allocation shall instead be made to the remaining Member or Members in proportion to the respective Percentage Interests of such Member or Members.

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6.3 Special Allocations.

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

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

6.3.3 Member Minimum Gain Chargeback. Except as otherwise provided in Regulation Section 1.704-2(i)(4), notwithstanding any other provision of this Article VI, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Regulations Section 1.704-2(i)(5)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that portion of such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3.3 is intended to comply with the minimum gain chargeback requirement contained in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

6.3.4 Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VI, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to the portion of such Member’s share of the net decrease in Company Minimum Gain which share of such net decrease shall be determined in accordance with Regulations Section 1.704-2(g)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(0(6) and 1.704-2(j)(2). This Section 6.3.4 is intended to comply with the minimum gain chargeback requirement contained in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

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6.3.5 Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6) or any other event creates an Adjusted Capital Account Deficit, items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 6.3.5 shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VI have been tentatively made as if this Section 6.3.5 were not in the Agreement.

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

6.3.7 Priority Return Allocations. If any Priority Return distributions have been made pursuant to Section 6.8.1(a) or Section 9.5(a) hereof, all or a portion of the remaining items of Company income and, to the extent income is insufficient, gain shall be specially allocated to each Member in proportion to and to the extent of the excess, if any, of (i) the cumulative Priority Return distributions each such Member has received pursuant to Section 6.8.1(a) or Section 9.5(a) hereof from the commencement of the Company to a date 30 days after the end of such Fiscal Year, over (ii) the cumulative income and gain allocated to such Member pursuant to this Section 6.3.7 for all prior Fiscal Years. If, in addition to items of income, items of gain are to be allocated pursuant to the foregoing sentence and the Company has items of both short-term capital gain and long-term capital gain, all of the Company’s items of short-term capital gain shall be allocated before any items of long-term capital gain are allocated.

6.4 Curative Allocations. The allocations set forth in Sections 6.2.2 and 6.3 (other than Section 6.3.7) hereof (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, the Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 6.4. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Manager shall make such offsetting special allocations of Company income, gain, loss, or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, a Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had (the “Target Capital Account”) if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Sections 6.1, 6.2.1, and 6.3.7. In exercising

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its discretion under this Section 6.4, the Manager shall take into account any future Regulatory Allocations under Sections 6.3.3 and 6.3.4 hereof that, although not yet made, are likely to offset other Regulatory Allocations previously made under Sections 6.3.1and 6.3.2.

6.5 Tax Allocations

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

(a) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members (including Members who succeed to the Membership Interest of any other Members or former members of the Company) so as to take account of any variation between the Basis of such property to the Company and its initial Gross Asset Value.

(b) In the event the Gross Asset Value of any Company asset is adjusted pursuant to Section 1.33.3 hereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the Basis of such asset and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder.

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

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

6.5.3 Excess Nonrecourse Liabilities. To the extent that the Company’s “excess nonrecourse liabilities” within the meaning of Regulations Section 1.752-3(a)(3) are allocated among the Members in accordance with their interests in Company profits, the Members’ interests in Company profits are, solely for purposes of making such allocation, in proportion to their Percentage Interests.

6.6 Other Allocation Rules.

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

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6.6.2 Allocations in Respect of a Transferred Membership Interest.

(a) Upon the transfer of the Transferred Units as of the Effective Date, the income, gain, loss, deduction, and credit of the Company shall be calculated as if there were a notional “closing of the books” of the Company. CII shall be allocated the income, gain, loss, deduction, or credit of the Company with respect to the Transferred Units for the portion of the Fiscal Year that ends on the last business day before the Effective Date, and CCI shall be allocated the income, gain, loss, deduction, or credit of the Company with respect to the Transferred Units for the remainder of such Fiscal Year.

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

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

6.8 Distributions by the Company to Members.

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

(a) First, to Members having accrued and unpaid Priority Return as of the last day of the calendar quarter preceding the date on which such distribution is made, pro rata in accordance with the respective amounts of such accrued and unpaid Priority Return, until each such Member shall have received an amount equal to such Member’s accrued and unpaid Priority Return as of the last day of such preceding calendar quarter;

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

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

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6.8.3 Distributees; Liability for Distributions. All distributions made pursuant to this Section 6.8 shall be made only to the Persons who, according to the books and records of the Company, hold the Membership Interests in respect of which such distributions are made on the actual date of distribution. Neither the Company nor any Member, Manager, or officer shall incur any liability for making distributions in accordance with this Section 6.8.

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

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

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

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

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ARTICLE VII

TRANSFER OF INTERESTS

7.1 Transfers Generally. No Member shall transfer (whether by sale, assignment, gift, pledge, hypothecation, mortgage, exchange or otherwise) all or any part of his, her or its Units to any other Person without the prior written consent of all Class B Members, provided, however, that this Section 7.1 shall not restrict the ability of any Member to transfer (at any time) all or a portion of his, her or its Units to another then-existing Member or Subsidiary or affiliate of a Member (a “Permitted Transferee”).

7.2 Admission of Member. Notwithstanding the foregoing provisions of this Article VII, the transferee of a Membership Interest who is a Permitted Transferee shall not become a Member of the Company unless all of the following conditions have been met: (a) the Company shall (at its option) have received a written opinion from the Company’s counsel, in form and substance reasonably satisfactory to the Company, specifying the nature and circumstances of the proposed Transfer and any related transactions of which the proposed Transfer is a part, and based on such facts stating that the proposed Transfer and any related transactions will not be in violation of any of the registration provisions of the Securities Act, or any applicable state securities laws; (b) the Transfer will not result in the loss of any license or regulatory approval or exemption that has been obtained by the Company and is materially useful in the conduct of its business as then being conducted or proposed to be conducted; (c) the Transfer will not result in a material and adverse limitation or restriction on the operations of Charter HoldCo taken as a whole; (d) the Transfer will not cause the Company to be treated as a “publicly traded partnership” within the meaning of section 7704 of the Code; (e) the Transfer will not cause the Company to be treated as an “investment company” within the meaning of section 3 of the Investment Company Act of 1940, as amended; and (f) the Permitted Transferee has executed an instrument satisfactory to the Manager accepting and adopting the terms, provisions, and conditions of this Agreement, including without limitation Section 10.16 herein, with respect to the acquired Membership Interest. The admission of a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

7.3 Other Transfers of Units Not Valid. Any purported Transfer of all or any of the Membership Interests in any manner except in accordance with the provisions of this Article VII shall be null and void, and neither the Company nor any other Member shall recognize any such Transfer as passing any interest in such Membership Interests to any Person.

7.4 Recognition of Transferee Members.

7.4.1 After a Person has been admitted as a Member of the Company pursuant to Section 7.2 hereof, the Manager shall cause an amendment to the Certificate to be prepared and recorded promptly, if such amendment is required by the Act or other applicable law. However, the Company shall recognize such Person as a Member of the Company on the date on which such Person satisfies the conditions of Section 7.2 hereof, even if such an amendment to the Certificate is not filed or is filed subsequently.

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7.4.2 After the effective date of any Transfer of any part of a Membership Interest in accordance with this Agreement, the Membership Interest so Transferred shall continue to be subject to the terms, provisions, and conditions of this Agreement, and any further Transfers shall be required to comply with all of the terms, provisions, and conditions of this Agreement. Any transferee of all or any portion of a Membership Interest shall take subject to the restrictions on transfer imposed by this Agreement.

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

ARTICLE VIII

BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS

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

8.2 Delivery to Members and Inspection.

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

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

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8.3 Financial Statements.

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

8.3.2 Annual Report. The Manager shall cause annual audited financial statements to be sent to each Member holding more than 0.1 percent of all outstanding Units not later than 90 days after the close of the Company’s Fiscal Year. The report shall contain a balance sheet as of the end of the Company’s Fiscal Year and an income statement and statement of cash flow for the Company’s Fiscal Year. Such financial statements shall be prepared in accordance with generally accepted accounting principles consistently applied and be accompanied by the report thereon of the independent accountants engaged by the Company.

8.4 Tax Returns. The Manager shall cause to be prepared information necessary for the preparation of the Members’ federal and state income tax and information returns, and for the computation of the Members’ estimated income tax payments. The Manager shall send or cause to be sent to each Member, or as soon as practicable following the end of each Fiscal Year, but in no event later than July 15, (a) such information as is necessary to complete such Member’s federal and state income tax or information returns, and (b) a schedule setting forth each Member’s Capital Account balance as of the end of the most recent Fiscal Year. The Manager shall cause the income tax and information returns for the Company to be timely filed with the appropriate authorities. If a Member requests, the Company shall provide such Member with copies of the Company’s federal, state, and local income tax or information returns for that year, tax-related schedules, work papers, appraisals, and other documents as reasonably required by such Member in preparing its tax returns.

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

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

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

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8.8 Tax Matters.

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

8.8.2 Elections; Tax Matters Partner. Subject to the provisions of this Agreement, the Manager shall from time to time cause the Company to make such tax elections as it deems to be necessary or appropriate. The Members designate CCV as the “tax matters partner” (within the meaning of Code Section 6231(a)(7)) to represent the Company in connection with all examinations of the Company’s affairs by tax authorities, including without limitation resulting judicial and administrative proceedings, and shall expend Company funds for professional services and costs associated therewith.

ARTICLE IX

DISSOLUTION AND WINDING UP

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

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

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

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

9.3 Distributions in Kind. Any non-cash asset distributed to one or more Members shall first be valued at its fair market value to determine the gain or loss that would have been included in the amounts allocated pursuant to Article VI if such asset were sold for such value. Such gain or loss shall then be allocated pursuant to Article VI,

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and the Members’ Capital Accounts shall be adjusted to reflect such allocations. The amount distributed and charged to the Capital Account of each Member receiving an interest in such distributed asset shall be the fair market value of such interest (net of any liability secured by such asset that such Member assumes or takes subject to).

9.4 Determination of Fair Market Value. For purposes of Section 9.2 and 9.3, the fair market value of each asset of the Company shall be determined by the Manager or, if a Member requests, by an independent, third-party appraiser experienced in the valuation of businesses such as the Company’s business, selected in good faith by the Manager. The Company shall bear the costs of the appraisal.

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

(a) First, to Members having accrued and unpaid Priority Return as of the date of distribution, pro rata in accordance with the respective amounts of accrued and unpaid Priority Return, until each such Member shall have received an amount equal to such Member’s accrued and unpaid Priority Return as of such date; provided, however, that no distribution shall be made pursuant to this Section 9.5(a) that creates or increases a Capital Account deficit for any Member which exceeds such Member’s obligation deemed and actual to restore such deficit, determined as follows: Distributions shall first be determined tentatively pursuant to this Section 9.5(a) without regard to the Members’ Capital Accounts, and then the allocation provisions of Article VI shall be applied tentatively as if such tentative distributions had been made. If any Member shall thereby have a deficit Capital Account which exceeds his obligation (deemed or actual) to restore such deficit, the actual distribution to such Member pursuant to this
Section 9.5(a) shall be equal to the tentative distribution to such Member less the amount of the excess to such Member; and

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

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

9.6 Limitations on Payments Made in Dissolution. Each Member shall be entitled to look solely to the assets of the Company for the return of such Member’s positive Capital Account balance. Notwithstanding that the assets of the Company remaining after payment of or due provision for all debts, liabilities, and obligations of the Company may be insufficient to return the Capital Contributions or share of Net Profits reflected in such Member’s positive Capital Account balance, a Member shall have no recourse against the Company or any other Member.

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9.7 Certificate of Cancellation. Upon completion of the winding up of the affairs of the Company, the Manager, or other
Person(s) winding up the affairs of the Company, shall cause to be filed in the office of, and on a form prescribed by, the Delaware Secretary of State, a certificate of cancellation.

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

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

ARTICLE X

MISCELLANEOUS

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

10.2 Amendments.

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

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

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10.2.3 Each Member hereby irrevocably constitutes and appoints the Manager as its true and lawful attorney-in-fact, in its name, place, and stead, to make, execute, acknowledge, and file any duly adopted amendment to or restatement of this Agreement (solely to the extent that such Member’s consent is not required under this Agreement). It is expressly intended by each Member that the power of attorney granted by the preceding sentence is coupled with an interest, shall be irrevocable, and shall survive and not be affected by the subsequent disability or incapacity of such Member (or if such Member is a corporation, partnership, trust, association, limited liability company or other legal entity, by the dissolution or termination thereof).

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

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

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

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

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

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

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

10.8.2 Words importing any gender shall include other genders.

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

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

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

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

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

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

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

If to the Company, CCV, CCHI or CCI, to such Person at:

Charter Communications, Inc.

12405 Powerscourt Drive

St. Louis, Missouri 63131-3674

Attention: General Counsel

Telephone: (314) 543-2308

Facsimile: (314) 965-8793

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

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

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

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

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

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


CCV Holdings, LLC, Member

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse, Vice President, Associate General Counsel and Corporate Secretary

CCH I, LLC, Member

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse,
		Vice President, Associate General Counsel and Corporate Secretary

Charter Communications, Inc., as
Member and Manager

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse, Vice President, Associate General Counsel and
		Corporate Secretary

SCHEDULE A

Member; Number of Units; Initial Priority Capital


Member/Address	Class A Preferred Units				Number of Class B Units
Member/Address	Number of Units		Initial Priority Capital		Number of Class B Units
CCV Holdings, LLC						105,928,319
CCH I, LLC		16,991,760	$	440,641,882
Charter Communications, Inc.		7,282,183	$	188,846,524

SCHEDULE B

Prior Capital Contributions


	CCV Holdings, LLC		CCHC		Charter Communications, Inc. (by Charter Investment, Inc.)
Capital Contributions, February 2000	$	1,466,813,786	$	440,641,884	$	188,846,522
Contribution of Avalon Systems, January 2001	$	527,182,978
Contribution of Cable USA Systems, August 2001	$	3,179,000
Contribution of Cash, 2001	$	110,324,891
Contribution of Cash, 2002	$	108,966,528
Total	$	2,216,467,183	$	440,641,884	$	188,846,522

EX-3.55 56 d214722dex355.htm EX-3.55 EX-3.55

Exhibit 3.55


				State of Delaware
				Secretary of State
				Division of Corporations
				Delivered 12:55 PM 10/03/2003
				FILED 12:46 PM 10/03/2003
				SRV 030638574 - 3711536 FILE

CERTIFICATE OF FORMATION

CCO FIBERLINK, LLC

1. The name of the limited liability company is CCO Fiberlink, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CCO Fiberlink, LLC this 2^nd day of October, 2003.

/s/ Janeen G. Domagalski

Janeen G. Domagalski

Authorized Person

EX-3.56 57 d214722dex356.htm EX-3.56 EX-3.56

Exhibit 3.56

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CCO FIBERLINK, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by Charter Communications Operating, LLC, a Delaware limited liability company (“CCO”), as the sole member of CCO Fiberlink, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of October 9, 2003, as amended (the “Prior Agreement”); and

WHEREAS, CCO, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan.

SECTION 1. General.

(b) Name. The name of the Company shall be CCO Fiberlink, 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.

SECTION 4. Management.

(a) Management by Manager.

i) CCO, as the sole member of the Company, hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(d) Duties and Authority of Officers.

i) President. The President shall be the chief executive officer and (if no other person has been appointed as such) the chief operating officer of the Company; shall (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

SECTION 6. Members.

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, CCO shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CCO is the sole member of the Company, CCO’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

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 14. Exculpation and Indemnification.

(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.

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.

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

SECTION 15. Miscellaneous.

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

(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.

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


CHARTER COMMUNICATIONS OPERATING, LLC

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General Counsel and Corporate Secretary

EXHIBIT A

Officers


Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President - Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

EXHIBIT B

Member

Charter Communications Operating, LLC

EX-3.57 58 d214722dex357.htm EX-3.57 EX-3.57

Exhibit 3.57


				State of Delaware
				Secretary of State
				Division of Corporations
				Delivered 02:11 PM 05/29/2014
				FILED 02:06 PM 05/29/2014
				SRV 140749619 - 5541813 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST. The name of the limited liability company is

CCO Holdco Transfers, LLC

SECOND. The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

THIRD. The duration of the company shall be perpetual.

FOURTH: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of its Registered Agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 29th day of May, 2014.


BY:		/s/ Thomas E. Proost
		Thomas E. Proost
		Authorized Person


State of Delaware
Secretary of State
Division of Corporations
Delivered 06:42 PM 05/29/2014
FILED 06:42 PM 05/29/2014
SRV 140757272 - 5541813 FILE

State of Delaware

Certificate of Correction

of a Limited Liability Company

to be filed pursuant to Section 18-211(a)


1.		The name of the Limited Liability Company is:
		CCO Holdco Transfers, LLC.

2.		That a Certificate of Formation was filed by the Secretary of State of Delaware on May 29, 2014, and that said Certificate requires correction as permitted by Section 18-211 of the Limited Liability Company Act.

3.		The inaccuracy or defect of said Certificate is: (must give specific reason)
		The name of the entity was listed in error.




4.		The Certificate is hereby corrected to read as follows:
		The name of the Limited Liability Company is: CCO Holdco Transfers VII, LLC.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 29th day of May, A.D. 2014.


By:		/s/ Thomas E. Proost
		Authorized Person

Name:		Thomas E. Proost
		Print or Type

EX-3.58 59 d214722dex358.htm EX-3.58 EX-3.58

Exhibit 3.58

LIMITED LIABILITY COMPANY AGREEMENT

CCO Holdco Transfers VII, LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of May 29, 2014 by CHARTER COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company (the “Member”), as the member of CCO Holdco Transfers VII, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 CCO Holdco Transfers VII, 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.

(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 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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 l940;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

(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-l(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.

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.

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

(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

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

CCO Holdco Transfers VII, 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

CHARTER COMMUNICATIONS OPERATING, 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

EXHIBIT A

OFFICERS


Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President and President, Commercial Services
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
Thomas Adams		Executive Vice President, Field Operations
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Kathleen Mayo		Executive Vice President, Customer Operations
James Blackley		Executive Vice President, Engineering and Information Technology
Catherine C. Bohigian		Executive Vice President, Government Affairs
David Scott Weber		Executive Vice President, Network Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President, Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Commercial Finance
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Chief Information Officer
Kathleen A. Carrington		Senior Vice President, Corporate Services
Thomas M. Degnan		Senior Vice President, Finance and Corporate Treasurer
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Alexander Dudley		Senior Vice President, Communications
Lawrence N. Eleftheri		Senior Vice President, Media Sales
Charles Fisher		Senior Vice President, Corporate Finance
Ronald J. Hartz		Senior Vice President, Financial Planning and Analysis
Keith R. Hayes		Senior Vice President, Network Operations
Alexander Dennis Hoehn-Saric		Senior Vice President, Government Affairs
Joseph Leonard		Senior Vice President, Marketing and Creative Strategy
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Thomas E. Proost		Senior Vice President, Deputy General Counsel and Assistant Corporate Secretary
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Gary Schanman		Senior Vice President, Video Products
Ernest Richard Schultz		Senior Vice President, Sales and Retention
Allan Singer		Senior Vice President, Programming
Daniel J. Bollinger		Vice President, Associate General Counsel, and Assistant Corporate Secretary

EXHIBIT B

Economic Interests

As of May 29, 2014


Members	Economic Interest Percentage

CHARTER COMMUNICATIONS OPERATING, LLC		100	%


Total		100	%

EX-3.59 60 d214722dex359.htm EX-3.59 EX-3.59

Exhibit 3.59


				State of Delaware Secretary of State Division of Corporations
				Delivered 02:11 PM 05/30/2014
				FILED 02:11 PM 05/30/2014
				SRV 140767780 - 5543124 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST. The name of the limited liability company is

CCO LP, LLC

SECOND. The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

THIRD. The duration of the company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 30th day of May, 2014.


BY:		/s/ Thomas E. Proost
		Thomas E. Proost
		Authorized Person

EX-3.60 61 d214722dex360.htm EX-3.60 EX-3.60

Exhibit 3.60

LIMITED LIABILITY COMPANY AGREEMENT

CCO LP, LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of May 30, 2014 by CCO HOLDCO TRANSFERS VII, LLC, a Delaware limited liability company (the “Member”), as the member of CCO LP, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 CCO LP, 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.

(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 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

(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.

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.

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

(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.

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

CCO LP, 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

CCO HOLDCO TRANSFERS VII, 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

EXHIBIT A

OFFICERS


Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President and President, Commercial Services
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
Thomas Adams		Executive Vice President, Field Operations
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Kathleen Mayo		Executive Vice President, Customer Operations
James Blackley		Executive Vice President, Engineering and Information Technology
Catherine C. Bohigian		Executive Vice President, Government Affairs
David Scott Weber		Executive Vice President, Network Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President, Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Commercial Finance
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Chief Information Officer
Kathleen A. Carrington		Senior Vice President, Corporate Services
Thomas M. Degnan		Senior Vice President, Finance and Corporate Treasurer
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Alexander Dudley		Senior Vice President, Communications
Lawrence N. Eleftheri		Senior Vice President, Media Sales
Charles Fisher		Senior Vice President, Corporate Finance
Ronald J. Hartz		Senior Vice President, Financial Planning and Analysis
Keith R. Hayes		Senior Vice President, Network Operations
Alexander Dennis Hoehn-Saric		Senior Vice President, Government Affairs
Joseph Leonard		Senior Vice President, Marketing and Creative Strategy
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Thomas E. Proost		Senior Vice President, Deputy General Counsel and Assistant Corporate Secretary
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Gary Schanman		Senior Vice President, Video Products
Ernest Richard Schultz		Senior Vice President, Sales and Retention
Allan Singer		Senior Vice President, Programming
Daniel J. Bollinger		Vice President, Associate General Counsel, and Assistant Corporate Secretary

EXHIBIT B

Economic Interests

As of May 30, 2014


Members	Economic Interest Percentage

CCO HOLDCO TRANSFERS VII, LLC		100	%


Total		100	%

EX-3.61 62 d214722dex361.htm EX-3.61 EX-3.61

Exhibit 3.61

CERTIFICATE OF FORMATION

CCO NR HOLDINGS, LLC

1. The name of the limited liability company is CCO NR HOLDINGS, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CCO NR Holdings, LLC this 11th day of June, 2003.

/s/ Janeen G. Domagalski

Janeen G. Domagalski

Authorized Person


				State of Delaware
				Secretary of State
				Division of Corporations
				Delivered 04:14 PM 06/11/2003
				FILED 03:58 PM 06/11/2003
				SRV 030386416 - 3668889 FILE


				State of Delaware
				Secretary of State
				Division of Corporations
				Delivered 05:22 PM 07/08/2003
				FILED 05:02 PM 07/08/2003
				SRV 030449369 - 3668889 FILE

CERTIFICATE OF CORRECTION

CERTIFICATE OF FORMATION

CCO NR HOLDINGS, LLC

a Delaware limited liability company

CCO NR HOLDINGS, LLC, a Delaware limited liability company (the “Company”), pursuant to Section 18-211 of the Delaware Limited Liability Company Act, hereby certifies as follows:

1. The Certificate of Formation of CCO NR HOLDINGS, LLC (the “Certificate of Formation”) filed with the Delaware Secretary of State on June 11, 2003, is an inaccurate record of the Company.

2. Paragraph 1 of the Certificate of Formation inaccurately stated the name of the Company.

3. Paragraph 1 of the Certificate of Formation, in correct form, should read in its entirety as follows:

“1. The name of the limited liability company is CCO NR Holdings, LLC.”

IN WITNESS WHEREOF, the Company has caused this Certificate of Correction to be signed by its Authorized Person this 8^thday of July, 2003.

/s/ Marcy Lifton

Marcy Lifton, Authorized Person

J:\CORPSECY\LLC Formation\Corrections\CCO NR

Holdings re name.DOC

EX-3.62 63 d214722dex362.htm EX-3.62 EX-3.62

Exhibit 3.62

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CCO NR HOLDINGS, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by Charter Communications Operating, LLC, a Delaware limited liability company (“CCO”), as the sole member of CCO NR Holdings, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of June 19, 2003, as amended (the “Prior Agreement”); and

WHEREAS, CCO, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan.

SECTION 1. General.

(b) Name. The name of the Company shall be CCO NR Holdings, 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.

SECTION 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, CCO is the sole Member. CCO is not required to make any capital contribution to the Company; however, CCO may make capital contributions to the Company at any time in its 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

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CCO is the sole member of the Company, CCO’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

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

SECTION 15. Miscellaneous.

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

(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.

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


CHARTER COMMUNICATIONS OPERATING, LLC

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

EXHIBIT A

Officers



Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President – Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

EXHIBIT B

Member

Charter Communications Operating, LLC

EX-3.63 64 d214722dex363.htm EX-3.63 EX-3.63

Exhibit 3.63

CERTIFICATE OF FORMATION

CCO PURCHASING, LLC

1. The name of the limited liability company is CCO Purchasing, LLC.

2. The address of its registered office in the State of Delaware is 30 Old Rudnick Lane, in the City of Dover, County of Kent. The name of its registered agent at such address is CorpAmerica, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CCO Purchasing, LLC this 8^th October, 1999.

/s/ Colleen M. Hegarty

Colleen M. Hegarty

Authorized Person

Certificate of Amendment to Certificate of Formation

CCO PURCHASING, LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is CCO PURCHASING, LLC.

Executed on August 27, 2002

/s/ Marcy A. Lifton

Marcy A. Lifton, Authorized Person

DE LL D-:CERTIFICATE OF AMENDMENT TO CHANGE REGISTERED AGENT/REGISTERED OFFICE 09/00 (DELLCCHG)

EX-3.64 65 d214722dex364.htm EX-3.64 EX-3.64

Exhibit 3.64

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CCO PURCHASING, LLC

(a Delaware Limited Liability Company)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of November 30, 2009 by Charter Communications Operating, LLC, a Delaware limited liability company (“CCO”), as the sole member of CCO Purchasing, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of June 19, 2003, as amended (the “Prior Agreement”); and

WHEREAS, CCO, as the sole member of the Company, wishes to amend and restate the Prior Agreement in compliance with the requirements of the Joint Plan.

SECTION 1. General.

(b) Name. The name of the Company shall be CCO Purchasing, 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.

SECTION 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

SECTION 6. Members.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as CCO is the sole member of the Company, CCO’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

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

SECTION 15. Miscellaneous.

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

(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.

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


CHARTER COMMUNICATIONS OPERATING, LLC

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC., a Delaware corporation

By:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Vice President, Associate General
		Counsel and Corporate Secretary

EXHIBIT A

Officers



Neil Smit		President and Chief Executive Officer

Michael J. Lovett		Executive Vice President and Chief Operating Officer

Grier C. Raclin		Executive Vice President and Chief Administrative Officer

Marwan Fawaz		Executive Vice President and Chief Technology Officer

Eloise E. Schmitz		Executive Vice President and Chief Financial Officer

Ted W. Schremp		Executive Vice President and Chief Marketing Officer

Gregory L. Doody		Executive Vice President and General Counsel

Steven E. Apodaca		Senior Vice President – Division President/West Operations

Joshua L. Jamison		Senior Vice President – Division President/East Operations

Greg S. Rigdon		Senior Vice President – Corporate Development

Jay E. Carlson		Senior Vice President – Information Technology

Joseph R. Stackhouse		Senior Vice President – Customer Operations

Kevin D. Howard		Senior Vice President – Finance and Chief Accounting Officer

Thomas M. Degnan		Vice President – Finance and Corporate Treasurer

Richard R. Dykhouse		Vice President, Associate General Counsel and Corporate Secretary

Paul J. Rutterer		Assistant Secretary

EXHIBIT B

Member

Charter Communications Operating, LLC

EX-3.65 66 d214722dex365.htm EX-3.65 EX-3.65

Exhibit 3.65


State of Delaware
Secretary of State
Division of Corporations
Delivered 06:31 PM 05/31/2011
FILED 06:13 PM 05/31/2011
SRV 110664316 - 4989890 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

First: The name of the limited liability company is: CCO SoCal I, LLC

Second: The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

Third: The duration of the company shall be perpetual.

Fourth: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, 19808. The name of its registered agent at such address is Corporation Service Company.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 31st day of May, 2011.


By:		/s/ Paul J. Rutterer
		Paul J. Rutterer, Vice President,
		Associate General Counsel and
		Assistant Secretary

EX-3.66 67 d214722dex366.htm EX-3.66 EX-3.66

Exhibit 3.66

LIMITED LIABILITY COMPANY AGREEMENT

CCO SoCal I, LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of May 31, 2011 by American Cable Entertainment Company, LLC, Charter Communications Entertainment II, LLC, Marcus Cable Associates, LLC, Charter Communications Properties, LLC, and Long Beach, LLC, each a Delaware limited liability company and Falcon Cable Systems Company II, LP and Falcon Cablevision, a California Limited Partnership, both California limited partnerships (collectively the “Members”), as the members of CCO SoCal I, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

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 their agreement with respect to the management and operation of such limited liability company;

SECTION 1. General.

(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 CCO SoCal I, 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.

SECTION 4. Management.

(a) Management by Manager.

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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

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.

(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.

(d) Duties and Authority of Officers.

SECTION 6. Members.

(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.

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.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. The Percentage Interest for each Member shall be set forth on Exhibit B.

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

SECTION 10. Dissolution; Winding Up.

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 14. Exculpation and Indemnification.

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.

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

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.

SECTION 15. Miscellaneous.

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

(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.

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 parties have caused this Agreement to be duly executed on the date first above written.


		AMERICAN CABLE ENTERTAINMENT COMPANY, LLC CHARTER COMMUNICATIONS ENTERTAINMENT II, LLC CHARTER COMMUNICATIONS PROPERTIES, LLC LONG BEACH, LLC MARCUS CABLE ASSOCIATES, LLC FALCON CABLE SYSTEMS COMPANY II, LP FALCON CABLEVISION, A CALIFORNIA LIMITED PARTNERSHIP

		By:		/s/ Paul J. Rutterer
				Paul J. Rutterer
				Vice President, Associate General Counsel and Assistant Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC.

By:		/s/ Paul J. Rutterer
		Paul J. Rutterer
		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT A

Officers


Michael J. Lovett		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
Donald F. Detampel, Jr.		Executive Vice President and President, Commercial Services
Steven E. Apodaca		President, Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Richard R. Dykhouse		Senior Vice President, General Counsel and Corporate Secretary
Thomas B. Anema		Senior Vice President, Finance Operations
John Birrer		Senior Vice President, Customer Experience
Jay E. Carlson		Senior Vice President, Information Technology
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Keith R. Hayes		Senior Vice President, Network Operations
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Allan Samson		Senior Vice President, Marketing
Allen Singer		Senior Vice President, Programming
Thomas M. Degnan		Vice President – Finance and Corporate Treasurer
Matthew L. Derdeyn		Vice President – Finance and Planning
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B


Members	Percentage Ownership			Units
American Cable Entertainment Company, LLC		7.755	%		94,825
Charter Communications Entertainment II, LLC		34.313	%		419,548
Charter Communications Properties, LLC		13.503	%		165,095
Long Beach, LLC		11.820	%		144,523
Marcus Cable Associates, LLC		18.409	%		225,085
Falcon Cable Systems Company II, LP		8.832	%		107,988
Falcon Cablevision, a California Limited Partnership		5.368	%		65,629

TOTAL:		100	%		1,222,693

AMENDMENT TO

LIMITED LIABILITY COMPANY AGREEMENT

CCO SOCAL I, LLC

This Amendment (this “Amendment”) to the Limited Liability Company Agreement of CCO SoCal I, LLC (the “Company”), dated as of June 1, 2011 (the “Operating Agreement”), is effective as of December 31, 2011 (the “Effective Date”), notwithstanding the date of execution, by and among all of the members (the “Members”) of the Company, listed on Exhibit A of this Amendment, and Charter Communications, Inc., the Manager of the Company.

RECITALS

1. The Company is an indirect subsidiary of Charter Communications Operating, LLC (“CCO”).

2. Immediately prior to the Effective Date, the Members each held the Economic Interests indicated on Exhibit A attached hereto.

3. As of the Effective Date, pursuant to that Distribution and Assignment and Assumption Agreement dated December 31, 2011, by and among the Members and CCO (the “Distribution Agreement”), the Members distributed and transferred (the “Distribution”) all of their Economic Interests in the Company through the intermediary indirect and direct subsidiaries of CCO to CCO in accordance with the Distribution Plan attached as Exhibit B to the Distribution Agreement.

Amendment

1. Waiver and Consent. The members and the Manager hereby consent to the Distribution of the Economic Interests in the Company to CCO as an equity distribution and waive any notice requirements with respect to such Distribution contained in the Operating Agreement.

2. Amended and Restated Exhibit B. Exhibit B to the Operating is hereby amended in the form attached to this Amendment to reflect the Economic Interests of the Members immediately following such Distribution.

3. Admission of Member. Charter Communications Operating, LLC is admitted as a Member of the Company as of the Effective Date.

4. General Provisions. This Amendment may be executed in multiple counterparts and delivered by facsimile, and will be governed by and construed in accordance with the laws of the State of Delaware (without considering Delaware choice of law provisions). Except as amended by this Amendment, the Operating Agreement remains in full force and effect.

All of the Members and the Manager have signed this Amendment to the Limited Liability Company Agreement of CCO SoCal I, LLC, to be effective as of the date specified above, notwithstanding the actual date of execution.

Manager

CHARTER COMMUNICATIONS, INC.


By:		/s/ Richard R. Dykhouse
Name:		Richard R. Dykhouse
Title:		Senior Vice President, General Counsel and Corporate Secretary

Members Prior to Distribution

AMERICAN CABLE ENTERTAINMENT COMPANY, LLC

CHARTER COMMUNICATIONS ENTERTAINMENT II, LLC

CHARTER COMMUNICATIONS PROPERTIES, LLC

LONG BEACH, LLC

MARCUS CABLE ASSOCIATES, L.L.C.

Each by: Charter Communications, Inc., its Manager


By:		/s/ Richard R. Dykhouse
Name:		Richard R. Dykhouse
Title:		Senior Vice President, General Counsel and Corporate Secretary

FALCON CABLE SYSTEMS COMPANY II, L.P.

FALCON CABLEVISION, A CALIFORNIA LIMITED PARTNERSHIP

Each By: Charter Communications VII, LLC, its General Partner

Each By: Charter Communications, Inc., its Manager


By:		/s/ Richard R. Dykhouse
Name:		Richard R. Dykhouse
Title:		Senior Vice President, General Counsel and Corporate Secretary

Member Immediately Following Distribution

CHARTER COMMUNICATIONS OPERATING, LLC

By: Charter Communications, Inc., its Manager


By:		/s/ Richard R. Dykhouse
Name:		Richard R. Dykhouse
Title:		Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT A

Economic Interests

As of June 1, 2011

(prior to Distribution)


Members	Units		Economic Interest Percentage
American Cable Entertainment Company, LLC		94,825		7.755	%
Charter Communications Entertainment II, LLC		419,548		34.313	%
Charter Communications Properties, LLC		165,095		13.503	%
Long Beach, LLC		107,988		8.832	%
Marcus Cable Associates, LLC		65,629		5.368	%
Falcon Cable Systems Company II, LP		144,523		11.820	%
Falcon Cablevision, a California Limited Partnership		225,085		18.409	%

Total		1,222,693		100	%

EXHIBIT B

Economic Interests

As of December 31, 2011

(immediately following the Distribution)


Members	Units		Economic Interest Percentage
Charter Communications Operating, LLC		1,222,693		100	%

EX-3.67 68 d214722dex367.htm EX-3.67 EX-3.67

Exhibit 3.67


						State of Delaware
						Secretary of State
						Division of Corporations
						Delivered 06:31 PM 05/31/2011
						FILED 06:14 PM 05/31/2011
						SRV 110664337 - 4989891 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

First: The name of the limited liability company is: CCO SoCal II, LLC

Second: The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

Third: The duration of the company shall be perpetual.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 31st day of May, 2011.


By:		/s/ Paul J. Rutterer
		Paul J. Rutterer, Vice President,
		Associate General Counsel and
		Assistant Secretary

EX-3.68 69 d214722dex368.htm EX-3.68 EX-3.68

Exhibit 3.68

LIMITED LIABILITY COMPANY AGREEMENT

CCO SoCal II, LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of May 31, 2011 by Dalton Cablevision, Inc., a Delaware corporation (“Dalton”), as the sole member of CCO SoCal II, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

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 their agreement with respect to the management and operation of such limited liability company;

SECTION 1. General.

(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 CCO SoCal II, 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.

(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.

SECTION 4. Management.

(a) Management by Manager.

i) Dalton, as the sole member of the Company, hereby elects 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.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

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.

(d) Duties and Authority of Officers.

i) President. The President shall be the chief executive officer and (if no other person has been appointed as such) the chief operating officer of the Company; shall (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.

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.

SECTION 6. Members.

(a) Members. The Members of the Company shall be set forth on Exhibit B hereto as amended from time to time. At the date hereof, Dalton is the sole Member. Dalton is not required to make any capital contribution to the Company; however, Dalton may make capital contributions to the Company at any time in its 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, Dalton shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

SECTION 7. Percentage Interests. For purposes of this Agreement, “Percentage Interest” shall mean with respect to any Member as of any date the proportion (expressed as a percentage) of the respective capital account balance of such Member to the capital account balances of all Members. So long as Dalton is the sole member of the Company, Dalton’s Percentage Interest shall be 100 percent.

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

SECTION 10. Dissolution; Winding Up.

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 14. Exculpation and Indemnification.

(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.

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

SECTION 15. Miscellaneous.

(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.

(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.

(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 party has caused this Agreement to be duly executed on the date first above written.


DALTON CABLEVISION, INC.

By:		/s/ Paul J. Rutterer
		Paul J. Rutterer
		Vice President, Associate General Counsel and Assistant Secretary

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC.

By:		/s/ Paul J. Rutterer
		Paul J. Rutterer
		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT A

Officers


Michael J. Lovett		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
Donald F. Detampel, Jr.		Executive Vice President and President, Commercial Services
Steven E. Apodaca		President, Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Richard R. Dykhouse		Senior Vice President, General Counsel and Corporate Secretary
Thomas B. Anema		Senior Vice President, Finance Operations
John Birrer		Senior Vice President, Customer Experience
Jay E. Carlson		Senior Vice President, Information Technology
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Keith R. Hayes		Senior Vice President, Network Operations
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Allan Samson		Senior Vice President, Marketing
Allen Singer		Senior Vice President, Programming
Thomas M. Degnan		Vice President – Finance and Corporate Treasurer
Matthew L. Derdeyn		Vice President – Finance and Planning
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B


Member	Percentage Ownership
Dalton Cablevision, Inc.		100	%

EX-3.69 70 d214722dex369.htm EX-3.69 EX-3.69

Exhibit 3.69


State of Delaware
Secretary of State
Division of Corporations
Delivered 07:29 PM 07/29/2011
FILED 07:00 PM 07/29/2011
SRV 110875067 - 5018159 FILE

CERTIFICATE OF FORMATION

CCO SOCAL VEHICLES, LLC

The undersigned, having been duly authorized to execute this Certificate of Formation pursuant to the Delaware Limited Liability Act, certifies as follows with respect to such limited liability company:

1. Name: The name of the limited liability company is CCO SoCal Vehicles, LLC (the “Company”).

2. Registered Office and Agent: The name and business address of the Company’s initial registered agent for service of process is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, and the Company’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

3. Effective Date and Time: August 1, 2011 at 12:01 am.

EX-3.70 71 d214722dex370.htm EX-3.70 EX-3.70

Exhibit 3.70

LIMITED LIABILITY COMPANY AGREEMENT

CCO SoCal Vehicles, LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of August 1, 2011 by Charter Communications Entertainment II, LLC, Marcus Cable Associates, LLC, and Charter Communications Properties, LLC, each a Delaware limited liability company (collectively the “Members”), as the members of CCO SoCal Vehicles, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 l(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 CCO SoCal Vehicles, 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.

(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 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

SECTION 6. Members.

(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 I.704-l(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.

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.

SECTION 10. Dissolution; Winding Up.

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 14. Exculpation and Indemnification.

(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

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

CCO SOCAL VEHICLES, LLC
By: Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

MEMBERS

CHARTER COMMUNICATIONS ENTERTAINMENT II, LLC
By: Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

CHARTER COMMUNICATIONS PROPERTIES, LLC
By: Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

MARCUS CABLE ASSOCIATES, L.L.C.
By: Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 1 of 2

CCO SoCal Vehicles, LLC Agreement

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC.

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 2 of 2

CCO SoCal Vehicles, LLC Agreement

EXHIBIT A

Officers


Michael J. Lovett		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
Donald F. Detampel, Jr.		Executive Vice President and President, Commercial Services
Steven E. Apodaca		President, Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Richard R. Dykhouse		Senior Vice President, General Counsel and Corporate Secretary
Thomas B. Anema		Senior Vice President, Finance Operations
John Birrer		Senior Vice President, Customer Experience
Jay E. Carlson		Senior Vice President, Information Technology
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Keith R. Hayes		Senior Vice President, Network Operations
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Allan Samson		Senior Vice President, Marketing
Allen Singer		Senior Vice President, Programming
Thomas M. Degnan		Vice President – Finance and Corporate Treasurer
Matthew L. Derdeyn		Vice President – Finance and Planning
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Economic Interests

As of August 1, 2011


Members	Economic Interest Percentage
Charter Communications Entertainment II, LLC		72.1407	%
Charter Communications Properties, LLC		16.5945	%
Marcus Cable Associates, LLC		11.2648	%

Total		100	%

AMENDMENT TO

LIMITED LIABILITY COMPANY AGREEMENT

CCO SOCAL VEHICLES, LLC

This Amendment (this “Amendment”) to the Limited Liability Company Agreement of CCO SoCal Vehicles, LLC (the “Company”), dated as of August 1, 2011 (the “Limited Liability Company Agreement”), is effective as of December 31, 2011 (the “Effective Date”), notwithstanding the date of execution, by and among all of the members (the “Members”) of the Company, listed on Exhibit A of this Amendment, Charter Communications Operating, LLC (“CCO”) and Charter Communications, Inc., the Manager of the Company.

RECITALS

1. The Company is an indirect subsidiary of CCO.

2. Immediately prior to the Effective Date and the Distribution (defined below), the Members each held the Economic Interests indicated on Exhibit A attached hereto.

3. As of the Effective Date, pursuant to that Distribution and Assignment and Assumption Agreement dated as of December 31, 2011, by and among the Members and CCO (the “Distribution Agreement”), the Members distributed and transferred (the “Distribution”) all of their Economic Interests in the Company through the intermediary indirect and direct subsidiaries of CCO to CCO in accordance with the Distribution Plan attached as Exhibit B to the Distribution Agreement.

4. As of the Effective Date, pursuant to that Contribution and Assignment and Assumption Agreement dated as of December 31, 2011 (the “Contribution Agreement”), by and between CCO and CCO SoCal I, LLC (“SoCal I”), immediately following the Distribution, CCO contributed and transferred (the “Contribution”) all of its Economic Interests in the Company to SoCal I.

Amendment

1. Waiver and Consent (Distribution). The Members and the Manager hereby consent to the Distribution of the Economic Interests in the Company to CCO as an equity distribution and waive any notice requirements with respect to such Distribution contained in the Limited Liability Company Agreement.

2. Waiver and Consent (Contribution). CCO and the Manager hereby consent to the Contribution of the Economic Interests in the Company to SoCal I as an equity contribution and waive any notice requirements with respect to such Contribution contained in the Limited Liability Company Agreement.

3. Amended and Restated Exhibit B. Exhibit B to the Limited Liability Company Agreement is hereby amended in the form attached to this Amendment to reflect the Economic Interests of the Members immediately following such Distribution and Contribution.

4. Admission of Member. CCO SoCal I, LLC is admitted as a Member of the Company as of the Effective Date.

5. General Provisions. This Amendment may be executed in multiple counterparts and delivered by facsimile, and will be governed by and construed in accordance with the laws of the State of Delaware (without considering Delaware choice of law provisions). Except as amended by this Amendment, the Limited Liability Company Agreement remains in full force and effect.

[The remainder of this page is intentionally left blank.]

All of the Members, CCO, and the Manager have signed this Amendment to the Limited Liability Company Agreement of CCO SoCal Vehicles, LLC, to be effective as of the date specified above, notwithstanding the actual date of execution.

Manager

CHARTER COMMUNICATIONS, INC.


By:		/s/ Richard R. Dykhouse
Name:		Richard R. Dykhouse
Title:		Senior Vice President, General Counsel and Corporate Secretary

Members Prior to Distribution

CHARTER COMMUNICATIONS ENTERTAINMENT II, LLC

CHARTER COMMUNICATIONS PROPERTIES, LLC

MARCUS CABLE ASSOCIATES, L.L.C.

Each by: Charter Communications, Inc., its Manager


By:		/s/ Richard R. Dykhouse
Name:		Richard R. Dykhouse
Title:		Senior Vice President, General Counsel and Corporate Secretary

Member Following Distribution

CHARTER COMMUNICATIONS OPERATING, LLC

By: Charter Communications, Inc., its Manager


By:		/s/ Richard R. Dykhouse
Name:		Richard R. Dykhouse
Title:		Senior Vice President, General Counsel and Corporate Secretary

Member Following Contribution

CCO SOCAL I, LLC

By: Charter Communications, Inc., its Manager


By:		/s/ Richard R. Dykhouse
Name:		Richard R. Dykhouse
Title:		Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT A

Economic Interests

As of August 1, 2011

(prior to Distribution)


Members	Economic Interest Percentage
Charter Communications Entertainment II, LLC		72.1407	%
Charter Communications Properties, LLC		16.5945	%
Marcus Cable Associates, LLC		11.2648	%

Total		100	%

Economic Interests

As of December 31, 2011

(prior to Contribution)


Members	Economic Interest Percentage
Charter Communications Operating, LLC		100	%

EXHIBIT B

Economic Interests

As of December 31, 2011

(immediately following the Distribution and Contribution)


Members	Economic Interest Percentage
CCO SoCal I, LLC		100	%

EX-3.71 72 d214722dex371.htm EX-3.71 EX-3.71

Exhibit 3.71


State of Delaware
Secretary of State
Division of Corporations
Delivered 02:11 PM 05/29/2014
FILED 02:04 PM 05/29/2014
SRV 140749558 - 5541810 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST. The name of the limited liability company is

CCO Transfers, LLC

SECOND. The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

THIRD. The duration of the company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 29th day of May, 2014.


BY:		/s/ Thomas E. Proost
		Thomas E. Proost
		Authorized Person

EX-3.72 73 d214722dex372.htm EX-3.72 EX-3.72

Exhibit 3.72

LIMITED LIABILITY COMPANY AGREEMENT

CCO Transfers, LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of May 29, 2014 by CCO HOLDCO TRANSFERS VII, LLC, a Delaware limited liability company (the “Member”), as the member of CCO Transfers, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 l(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 CCO Transfers, 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.

(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 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

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

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.

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

(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.

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

CCO Transfers, 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

CCO HOLDCO TRANSFERS VII, 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

EXHIBIT A

OFFICERS


Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President and President, Commercial Services
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
Thomas Adams		Executive Vice President, Field Operations
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Kathleen Mayo		Executive Vice President, Customer Operations
James Blackley		Executive Vice President, Engineering and Information Technology
Catherine C. Bohigian		Executive Vice President, Government Affairs
David Scott Weber		Executive Vice President, Network Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President, Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Commercial Finance
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Chief Information Officer
Kathleen A. Carrington		Senior Vice President, Corporate Services
Thomas M. Degnan		Senior Vice President, Finance and Corporate Treasurer
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Alexander Dudley		Senior Vice President, Communications
Lawrence N. Eleftheri		Senior Vice President, Media Sales
Charles Fisher		Senior Vice President, Corporate Finance
Ronald J. Hartz		Senior Vice President, Financial Planning and Analysis
Keith R. Hayes		Senior Vice President, Network Operations
Alexander Dennis Hoehn-Saric		Senior Vice President, Government Affairs
Joseph Leonard		Senior Vice President, Marketing and Creative Strategy
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Thomas E. Proost		Senior Vice President, Deputy General Counsel and Assistant Corporate Secretary
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Gary Schanman		Senior Vice President, Video Products
Ernest Richard Schultz		Senior Vice President, Sales and Retention
Allan Singer		Senior Vice President, Programming
Daniel J. Bollinger		Vice President, Associate General Counsel, and Assistant Corporate Secretary

EXHIBIT B

Economic Interests

As of May 29, 2014


Members	Economic Interest Percentage

CCO HOLDCO TRANSFERS VII, LLC		100	%


Total		100	%

EX-3.73 74 d214722dex373.htm EX-3.73 EX-3.73

Exhibit 3.73


				State of Delaware
				Secretary of State
				Division of Corporations
				Delivered 05:07 PM 01/15/2013
				FILED 04:35 PM 01/15/2013
				SRV 130052600 - 5275026 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

First: The name of the limited liability company is: Charter Advanced Services (AL). LLC

Second: The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

Third: The duration of the company shall be perpetual.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 15^th day of January, 2013.


By:		/s/ Paul J. Rutterer
		Paul J. Rutterer
		Authorized Person

EX-3.74 75 d214722dex374.htm EX-3.74 EX-3.74

Exhibit 3.74

LIMITED LIABILITY COMPANY AGREEMENT

CHARTER ADVANCED SERVICES (AL), LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of January 15, 2013 by Charter Fiberlink - Alabama, LLC (the “Member”), as the sole member of Charter Advanced Services (AL), LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 Charter Advanced Services (AL), 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.

SECTION 4. Management.

(a) Management by Manager.

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

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

i) President. The President shall be the chief executive officer and (if no other person has been appointed as such) the chief operating officer of the Company; shall (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.

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

SECTION 6. Members.

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

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.

SECTION 10. Dissolution; Winding Up.

(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 14. Exculpation and Indemnification.

(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

(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.

SECTION 15. Miscellaneous.

(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.

(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.

[Signature pages follow.]

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


COMPANY

Charter Advanced Services (AL), LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

MEMBERS
MEMBERS

Charter Fiberlink - Alabama, LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 1 of 2

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC.

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 2 of 2

EXHIBIT A


Officers

Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Robert E. Quicksilver		Executive Vice President, Chief Administrative Officer
James Blackley		Executive Vice President, Engineering and Information Technology
Kathleen Mayo		Executive Vice President, Customer Operations
David Scott Weber		Executive Vice President, Network Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Richard R. Dykhouse		Senior Vice President, General Counsel and Corporate Secretary
Thomas B. Anema		Senior Vice President, Finance Operations
John Birrer		Senior Vice President, Customer Experience
Jay E. Carlson		Senior Vice President, Information Technology
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Keith R. Hayes		Senior Vice President, Network Operations
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Thomas M. Degnan		Vice President – Finance and Corporate Treasurer
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Economic Interests

As of January 15, 2013


Members	Economic Interest Percentage

Charter Fiberlink - Alabama, LLC		100	%

EX-3.75 76 d214722dex375.htm EX-3.75 EX-3.75

Exhibit 3.75


		State of Delaware
		Secretary of State
		Division of Corporations
		Delivered 05:03 PM 01/15/2013
		FILED 04:36 PM 01/15/2013
		SRV 130052614 - 5275029 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

First: The name of the limited liability company is: Charter Advanced Services (CA), LLC

Second: The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

Third: The duration of the company shall be perpetual.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 15^th day of January, 2013.


By:		/s/ Paul J. Rutterer
		Paul J. Rutterer
		Authorized Person

EX-3.76 77 d214722dex376.htm EX-3.76 EX-3.76

Exhibit 3.76

LIMITED LIABILITY COMPANY AGREEMENT

CHARTER ADVANCED SERVICES (CA), LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of January 15, 2013 by Charter Fiberlink CA-CCO, LLC (the “Member”), as the sole member of Charter Advanced Services (CA), LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 Charter Advanced Services (CA), 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.

(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.

(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 4. Management.

(a) Management by Manager.

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

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

(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.

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.

SECTION 10. Dissolution; Winding Up.

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 14. Exculpation and Indemnification.

(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

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

Charter Advanced Services (CA), LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

MEMBERS

Charter Fiberlink CA-CCO, LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 1 of 2

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC.

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 2 of 2

EXHIBIT A


Officers

Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Robert E. Quicksilver		Executive Vice President, Chief Administrative Officer
James Blackley		Executive Vice President, Engineering and Information Technology
Kathleen Mayo		Executive Vice President, Customer Operations
David Scott Weber		Executive Vice President, Network Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Richard R. Dykhouse		Senior Vice President, General Counsel and Corporate Secretary
Thomas B. Anema		Senior Vice President, Finance Operations
John Birrer		Senior Vice President, Customer Experience
Jay E. Carlson		Senior Vice President, Information Technology
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Keith R. Hayes		Senior Vice President, Network Operations
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Thomas M. Degnan		Vice President – Finance and Corporate Treasurer
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Economic Interests

As of January 15, 2013


Members	Economic Interest Percentage

Charter Fiberlink CA-CCO, LLC		100	%

EX-3.77 78 d214722dex377.htm EX-3.77 EX-3.77

Exhibit 3.77


State of Delaware
Secretary of State
Division of Corporations
Delivered 11:07 AM 07/01/2013
FILED 10:08 AM 07/01/2013
SRV 130833915 - 5359743 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST. The name of the limited liability company is

Charter Advanced Services (CO), LLC

SECOND. The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

THIRD. The duration of the company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 1^st day of July, 2013.


BY:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Authorized Person

EX-3.78 79 d214722dex378.htm EX-3.78 EX-3.78

Exhibit 3.78

LIMITED LIABILITY COMPANY AGREEMENT

Charter Advanced Services (CO), LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of July 1, 2013 by Bresnan Broadband of Colorado, LLC, a Colorado limited liability company (the “Member”), as the member of Charter Advanced Services (CO), LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 Charter Advanced Services (CO), 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.

(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.

(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 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

(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.

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.

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

(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.

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

CHARTER ADVANCED SERVICES (CO), LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
Name:		Richard R. Dykhouse
Title:		Executive Vice President, General Counsel and Corporate Secretary

MEMBER

BRESNAN BROADBAND OF COLORADO, LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse
Name:		Richard R. Dykhouse
Title:		Executive Vice President, General Counsel
		and Corporate Secretary

MANAGER

Accepting its appointment as Manager
CHARTER COMMUNICATIONS, INC.

By:		/s/ Richard R. Dykhouse
Name:		Richard R. Dykhouse
Title:		Executive Vice President, General Counsel
		and Corporate Secretary

EXHIBIT A


OFFICERS

Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Thomas Adams		Executive Vice President, Field Operations
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Kathleen Mayo		Executive Vice President, Customer Operations
James Blackley		Executive Vice President, Engineering and Information Technology
David Scott Weber		Executive Vice President, Network Operations
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Finance Operations
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Information Technology
Thomas M. Degnan		Senior Vice President – Finance and Corporate Treasurer
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Alexander Dudley		Senior Vice President, Communications
Keith R. Hayes		Senior Vice President, Network Operations
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Charles Fisher		Senior Vice President – Corporate Finance
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Economic Interests

As of July 1, 2013


Members	Economic Interest Percentage

Bresnan Broadband of Colorado, LLC		100	%


Total		100	%

EX-3.79 80 d214722dex379.htm EX-3.79 EX-3.79

Exhibit 3.79


		State of Delaware
		Secretary of State
		Division of Corporations
		Delivered 07:12 PM 01/15/2013
		FILED 06:42 PM 01/15/2013
		SRV 130053343 - 5275207 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

First: The name of the limited liability company is: Charter Advanced Services (CT), LLC

Second: The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

Third: The duration of the company shall be perpetual.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 15^th day of January, 2013.


By:		/s/ Paul J. Rutterer
		Paul J. Rutterer, Vice President,
		Associate General Counsel and Assistant Secretary

EX-3.80 81 d214722dex380.htm EX-3.80 EX-3.80

Exhibit 3.80

LIMITED LIABILITY COMPANY AGREEMENT

CHARTER ADVANCED SERVICES (CT), LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of January 15, 2013 by Charter Fiberlink CT-CCO, LLC (the “Member”), as the sole member of Charter Advanced Services (CT), LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 Charter Advanced Services (CT), 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.

(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 4. Management.

(a) Management by Manager.

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

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

(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.

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.

SECTION 10. Dissolution; Winding Up.

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 14. Exculpation and Indemnification.

(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.

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

Charter Advanced Services (CT), LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

MEMBERS

Charter Fiberlink CT-CCO, LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 1 of 2

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC.

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 2 of 2

EXHIBIT A


Officers

Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Robert E. Quicksilver		Executive Vice President, Chief Administrative Officer
James Blackley		Executive Vice President, Engineering and Information Technology
Kathleen Mayo		Executive Vice President, Customer Operations
David Scott Weber		Executive Vice President, Network Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Richard R. Dykhouse		Senior Vice President, General Counsel and Corporate Secretary
Thomas B. Anema		Senior Vice President, Finance Operations
John Birrer		Senior Vice President, Customer Experience
Jay E. Carlson		Senior Vice President, Information Technology
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Keith R. Hayes		Senior Vice President, Network Operations
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Thomas M. Degnan		Vice President – Finance and Corporate Treasurer
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Economic Interests

As of January 15, 2013


Members	Economic Interest Percentage

Charter Fiberlink CT-CCO, LLC		100	%

EX-3.81 82 d214722dex381.htm EX-3.81 EX-3.81

Exhibit 3.81

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

First: The name of the limited liability company is: Charter Advanced Services (GA), LLC

Second: The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

Third: The duration of the company shall be perpetual.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 15^th day of January, 2013.


By:		/s/ Paul J. Rutterer
		Paul J. Rutterer, Vice President,
		Associate General Counsel and Assistant Secretary


State of Delaware
Secretary of State
Division of Corporations
Delivered 02:29 PM 01/15/2013
FILED 02:02 PM 01/15/2013
SRV 130051029 - 5274852 FILE

EX-3.82 83 d214722dex382.htm EX-3.82 EX-3.82

Exhibit 3.82

LIMITED LIABILITY COMPANY AGREEMENT

CHARTER ADVANCED SERVICES (GA), LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of January 15,2013 by Charter Fiberlink - Georgia, LLC (the “Member”), as the sole member of Charter Advanced Services (GA), LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 Charter Advanced Services (GA), 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.

(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 4. Management.

(a) Management by Manager.

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

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

(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.

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.

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

(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.

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

Charter Advanced Services (GA), LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

MEMBERS

Charter Fiberlink - Georgia, LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 1 of 2

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC.

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 2 of 2

EXHIBIT A


Officers

Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Robert E. Quicksilver		Executive Vice President, Chief Administrative Officer
James Blackley		Executive Vice President, Engineering and Information Technology
Kathleen Mayo		Executive Vice President, Customer Operations
David Scott Weber		Executive Vice President, Network Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Richard R. Dykhouse		Senior Vice President, General Counsel and Corporate Secretary
Thomas B. Anema		Senior Vice President, Finance Operations
John Birrer		Senior Vice President, Customer Experience
Jay E. Carlson		Senior Vice President, Information Technology
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Keith R. Hayes		Senior Vice President, Network Operations
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Thomas M. Degnan		Vice President – Finance and Corporate Treasurer
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Economic Interests

As of January 15, 2013


Members	Economic Interest Percentage

Charter Fiberlink - Georgia, LLC		100	%

EX-3.83 84 d214722dex383.htm EX-3.83 EX-3.83

Exhibit 3.83


		State of Delaware
		Secretary of State
		Division of Corporations
		Delivered 05:06 PM 01/15/2013
		FILED 04:44 PM 01/15/2013
		SRV 130052680 - 5275045 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

First: The name of the limited liability company is: Charter Advanced Services (IL), LLC

Second: The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

Third: The duration of the company shall be perpetual.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 15^th day of January, 2013.


By:		/s/ Paul J. Rutterer
		Paul J. Rutterer
		Authorized Person

EX-3.84 85 d214722dex384.htm EX-3.84 EX-3.84

Exhibit 3.84

LIMITED LIABILITY COMPANY AGREEMENT

CHARTER ADVANCED SERVICES (IL), LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of January 15, 2013 by Charter Fiberlink - Illinois, LLC (the “Member”), as the sole member of Charter Advanced Services (IL), LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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. § 18-1 01, 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 Charter Advanced Services (IL), 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.

(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 4. Management.

(a) Management by Manager.

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

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

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

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.

SECTION 10. Dissolution; Winding Up.

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 14. Exculpation and Indemnification.

(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.

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

Charter Advanced Services (IL), LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

MEMBERS

Charter Fiberlink - Illinois, LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 1 of 2

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC.

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 2 of 2

EXHIBIT A


Officers

Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Robert E. Quicksilver		Executive Vice President, Chief Administrative Officer
James Blackley		Executive Vice President, Engineering and Information Technology
Kathleen Mayo		Executive Vice President, Customer Operations
David Scott Weber		Executive Vice President, Network Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Richard R. Dykhouse		Senior Vice President, General Counsel and Corporate Secretary
Thomas B. Anema		Senior Vice President, Finance Operations
John Birrer		Senior Vice President, Customer Experience
Jay E. Carlson		Senior Vice President, Information Technology
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Keith R. Hayes		Senior Vice President, Network Operations
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Thomas M. Degnan		Vice President – Finance and Corporate Treasurer
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Economic Interests

As of January 15, 2013


Members	Economic Interest Percentage

Charter Fiberlink - Illinois, LLC		100	%

EX-3.85 86 d214722dex385.htm EX-3.85 EX-3.85

Exhibit 3.85


State of Delaware
Secretary of State
Division of Corporations
Delivered 04:33 PM 06/03/2014
FILED 04:33 PM 06/03/2014
SRV 140791598 - 5544863 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST. The name of the limited liability company is

Charter Advanced Services (IN), LLC

SECOND. The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

THIRD. The duration of the company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 3^rd day of June, 2014.


BY:		/s/ Daniel J. Bollinger
		Daniel J. Bollinger
		Authorized Person

EX-3.86 87 d214722dex386.htm EX-3.86 EX-3.86

Exhibit 3.86

LIMITED LIABILITY COMPANY AGREEMENT

Charter Advanced Services (IN), LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of June 3, 2014 by CC FIBERLINK, LLC, a Delaware limited liability company (the “Member”), as the member of Charter Advanced Services (IN), LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 l(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 Charter Advanced Services (IN), 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.

(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 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

(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.

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.

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

(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.

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

Charter Advanced Services (IN), 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

EXHIBIT A


OFFICERS

Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President and President, Commercial Services
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
Thomas Adams		Executive Vice President, Field Operations
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Kathleen Mayo		Executive Vice President, Customer Operations
James Blackley		Executive Vice President, Engineering and Information Technology
Catherine C. Bohigian		Executive Vice President, Government Affairs
David Scott Weber		Executive Vice President, Network Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President, Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Commercial Finance
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Chief Information Officer
Kathleen A. Carrington		Senior Vice President, Corporate Services
Thomas M. Degnan		Senior Vice President, Finance and Corporate Treasurer
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Alexander Dudley		Senior Vice President, Communications
Lawrence N. Eleftheri		Senior Vice President, Media Sales
Charles Fisher		Senior Vice President, Corporate Finance
Ronald J. Hartz		Senior Vice President, Financial Planning and Analysis
Keith R. Hayes		Senior Vice President, Network Operations
Alexander Dennis Hoehn-Saric		Senior Vice President, Government Affairs
Joseph Leonard		Senior Vice President, Marketing and Creative Strategy
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Thomas E. Proost		Senior Vice President, Deputy General Counsel and Assistant Corporate Secretary
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Gary Schanman		Senior Vice President, Video Products
Ernest Richard Schultz		Senior Vice President, Sales and Retention
Allan Singer		Senior Vice President, Programming
Daniel J. Bollinger		Vice President, Associate General Counsel, and Assistant Corporate Secretary

EXHIBIT B

Economic Interests

As of June 3, 2014


Members	Economic Interest Percentage

CC FIBERLINK, LLC		100	%


Total		100	%

EX-3.87 88 d214722dex387.htm EX-3.87 EX-3.87

Exhibit 3.87

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:33 PM 06/03/2014

FILED 04:25 PM 06/03/2014

SRV 140791560 - 5544569 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST. The name of the limited liability company is

Charter Advanced Services (KY), LLC

SECOND. The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

THIRD. The duration of the company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 3^rd day of June, 2014.


BY:		/s/ Daniel J. Bollinger
		Daniel J. Bollinger
		Authorized Person

EX-3.88 89 d214722dex388.htm EX-3.88 EX-3.88

Exhibit 3.88

LIMITED LIABILITY COMPANY AGREEMENT

Charter Advanced Services (KY), LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of June 3, 2014 by CC FIBERLINK, LLC, a Delaware limited liability company (the “Member”), as the member of Charter Advanced Services (KY), LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 Charter Advanced Services (KY), 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.

(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 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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.

SECTION 6. Members.

(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.

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.

SECTION 10. Dissolution; Winding Up.

(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 14. Exculpation and Indemnification.

(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

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

Charter Advanced Services (KY), 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

EXHIBIT A

OFFICERS


Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President and President, Commercial Services
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
Thomas Adams		Executive Vice President, Field Operations
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Kathleen Mayo		Executive Vice President, Customer Operations
James Blackley		Executive Vice President, Engineering and Information Technology
Catherine C. Bohigian		Executive Vice President, Government Affairs
David Scott Weber		Executive Vice President, Network Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President, Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Commercial Finance
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Chief Information Officer
Kathleen A. Carrington		Senior Vice President, Corporate Services
Thomas M. Degnan		Senior Vice President, Finance and Corporate Treasurer
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Alexander Dudley		Senior Vice President, Communications
Lawrence N. Eleftheri		Senior Vice President, Media Sales
Charles Fisher		Senior Vice President, Corporate Finance
Ronald J. Hartz		Senior Vice President, Financial Planning and Analysis
Keith R. Hayes		Senior Vice President, Network Operations
Alexander Dennis Hoehn-Saric		Senior Vice President, Government Affairs
Joseph Leonard		Senior Vice President, Marketing and Creative Strategy
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Thomas E. Proost		Senior Vice President, Deputy General Counsel and Assistant Corporate Secretary
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Gary Schanman		Senior Vice President, Video Products
Ernest Richard Schultz		Senior Vice President, Sales and Retention
Allan Singer		Senior Vice President, Programming
Daniel J. Bollinger		Vice President, Associate General Counsel, and Assistant Corporate Secretary

EXHIBIT B

Economic Interests

As of June 3, 2014


Members	Economic Interest Percentage

CC FIBERLINK, LLC		100	%


Total		100	%

EX-3.89 90 d214722dex389.htm EX-3.89 EX-3.89

Exhibit 3.89

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:07 PM 01/15/2013

FILED 04:32 PM 01/15/2013

SRV 130052579 - 5275024 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

First: The name of the limited liability company is: Charter Advanced Services (LA), LLC

Second: The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

Third: The duration of the company shall be perpetual.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 15^th day of January, 2013.


By:		/s/ Paul J. Rutterer
		Paul J. Rutterer
		Authorized Person

EX-3.90 91 d214722dex390.htm EX-3.90 EX-3.90

Exhibit 3.90

LIMITED LIABILITY COMPANY AGREEMENT

CHARTER ADVANCED SERVICES (LA), LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of January 15, 2013 by Charter Fiberlink LA-CCO, LLC (the “Member”), as the sole member of Charter Advanced Services (LA), LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 Charter Advanced Services (LA), 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.

(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 4. Management.

(a) Management by Manager.

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

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

i) President. The President shall be the chief executive officer and (if no other person has been appointed as such) the chief operating officer of the Company; shall (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.

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

SECTION 6. Members.

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

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.

SECTION 10. Dissolution; Winding Up.

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 14. Exculpation and Indemnification.

(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

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

Charter Advanced Services (LA), LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

MEMBERS

Charter Fiberlink LA-CCO, LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 1 of 2

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC.

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 2 of 2

EXHIBIT A


Officers

Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Robert E. Quicksilver		Executive Vice President, Chief Administrative Officer
James Blackley		Executive Vice President, Engineering and Information Technology
Kathleen Mayo		Executive Vice President, Customer Operations
David Scott Weber		Executive Vice President, Network Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Richard R. Dykhouse		Senior Vice President, General Counsel and Corporate Secretary
Thomas B. Anema		Senior Vice President, Finance Operations
John Birrer		Senior Vice President, Customer Experience
Jay E. Carlson		Senior Vice President, Information Technology
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Keith R. Hayes		Senior Vice President, Network Operations
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Thomas M. Degnan		Vice President – Finance and Corporate Treasurer
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Economic Interests

As of January 15, 2013


Members	Economic Interest Percentage

Charter Fiberlink LA-CCO, LLC		100	%

EX-3.91 92 d214722dex391.htm EX-3.91 EX-3.91

Exhibit 3.91

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:21 PM 01/15/2013

FILED 02:56 PM 01/15/2013

SRV 130051640 - 5274908 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

First: The name of the limited liability company is: Charter Advanced Services (MA), LLC

Second: The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

Third: The duration of the company shall be perpetual.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 15^th day of January, 2013.


By:		/s/ Paul J. Rutterer
		Paul J. Rutterer,
		Authorized Person

EX-3.92 93 d214722dex392.htm EX-3.92 EX-3.92

Exhibit 3.92

LIMITED LIABILITY COMPANY AGREEMENT

CHARTER ADVANCED SERVICES (MA), LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of January 15, 2013 by Charter Fiberlink MA-CCO, LLC (the “Member”), as the sole member of Charter Advanced Services (MA), LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 Charter Advanced Services (MA), 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.

(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 4. Management.

(a) Management by Manager.

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

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

(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.

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.

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

(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.

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

Charter Advanced Services (MA), LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General
		Counsel and Assistant Secretary

MEMBERS

Charter Fiberlink MA-CCO, LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General
		Counsel and Assistant Secretary

Signature Page 1 of 2

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC.

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 2 of 2

EXHIBIT A


Officers

Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Robert E. Quicksilver		Executive Vice President, Chief Administrative Officer
James Blackley		Executive Vice President, Engineering and Information Technology
Kathleen Mayo		Executive Vice President, Customer Operations
David Scott Weber		Executive Vice President, Network Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Richard R. Dykhouse		Senior Vice President, General Counsel and Corporate Secretary
Thomas B. Anema		Senior Vice President, Finance Operations
John Birrer		Senior Vice President, Customer Experience
Jay E. Carlson		Senior Vice President, Information Technology
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Keith R. Hayes		Senior Vice President, Network Operations
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Thomas M. Degnan		Vice President – Finance and Corporate Treasurer
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Economic Interests

As of January 15, 2013


Members	Economic Interest Percentage

Charter Fiberlink MA-CCO, LLC		100	%

EX-3.93 94 d214722dex393.htm EX-3.93 EX-3.93

Exhibit 3.93


		State of Delaware
		Secretary of State
		Division of Corporations
		Delivered 06:24 PM 02/15/2016
		FILED 06:24 PM 02/15/2016
		SR 20160826165 - File Number 5964452

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST. The name of the limited liability company is

Charter Advanced Services (MD), LLC

SECOND. The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

THIRD. The duration of the company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 15^th day of February, 2016.


BY:		/s/ Daniel J. Bollinger
		Daniel J. Bollinger
		Authorized Person

EX-3.94 95 d214722dex394.htm EX-3.94 EX-3.94

Exhibit 3.94

LIMITED LIABILITY COMPANY AGREEMENT

Charter Advanced Services (MD), LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of February 15, 2016 by CC Fiberlink, LLC, a limited liability company (the “Member”), as the member of Charter Advanced Services (MD), LLC, a Delaware limited liability company (the “Company”).

W I T N E SSE T H:

SECTION 1. General.

(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 Charter Advanced Services (MD), 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.

(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 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

(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.

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.

SECTION 10. Dissolution; Winding Up.

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 14. Exculpation and Indemnification.

(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

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

CHARTER ADVANCED SERVICES (MD), LLC
By: Charter Communications, Inc., its Manager

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


MEMBER

CC Fiberlink, LLC
By: Charter Communications, Inc., its Manager

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


MANAGER

Accepting its appointment as Manager
CHARTER COMMUNICATIONS, INC.

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

EXHIBIT A

OFFICERS


Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President and President, Commercial Services
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Thomas Adams		Executive Vice President, Field Operations
James Blackley		Executive Vice President, Engineering and Information Technology
Catherine C. Bohigian		Executive Vice President, Government Affairs
Richard J. DiGeronimo		Executive Vice President, Product and Strategy
David Kline		Executive Vice President, Advertising Sales
Paul Marchand		Executive Vice President, Human Resources
Kathleen Mayo		Executive Vice President, Customer Operations
James Nuzzo		Executive Vice President, Business Planning
David Scott Weber		Executive Vice President, Network Operations
Kevin D. Howard		Senior Vice President, Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Commercial Finance
Paul Baccellieri		Senior Vice President, Financial Planning & Analysis
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Chief Information Officer
Kathleen A. Carrington		Senior Vice President, Corporate Services
Thomas M. Degnan		Senior Vice President, Finance and Corporate Treasurer
Alexander Dudley		Senior Vice President, Communications
Lawrence N. Eleftheri		Senior Vice President, Media Sales
Adam Falk		Senior Vice President, State Government Affairs
Charlotte Field		Senior Vice President, Application Platform Ops
Charles Fisher		Senior Vice President, Corporate Finance
Ronald J. Hartz		Senior Vice President, Financial Planning and Analysis
Keith R. Hayes		Senior Vice President, Network Operations
James M. Heneghan		President, Charter Media
Alexander Dennis Hoehn-Saric		Senior Vice President, Government Affairs
Joseph Leonard		Senior Vice President, Marketing and Creative Strategy
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Frederick J Pappalardo		Senior Vice President, Business Planning
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Thomas E. Proost		Senior Vice President, Deputy General Counsel and Assistant Corporate Secretary


Jodi Robinson		Senior Vice President, UX Design and Development
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Gary Schanman		Senior Vice President, Video Products
Ernest Richard Schultz		Senior Vice President, Sales and Retention
Allan Singer		Senior Vice President, Programming
Daniel J. Bollinger		Vice President, Associate General Counsel, and Assistant Corporate Secretary

EXHIBIT B

Economic Interests

As of February 15, 2016


Members	Economic Interest Percentage
CC Fiberlink, LLC		100	%

Total		100	%

EX-3.95 96 d214722dex395.htm EX-3.95 EX-3.95

Exhibit 3.95


		State of Delaware
		Secretary of State
		Division of Corporations
		Delivered 03:00 PM 01/15/2013
		FILED 02:58 PM 01/15/2013
		SRV 130051648 - 5274910 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

First: The name of the limited liability company is: Charter Advanced Services (MI), LLC

Second: The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

Third: The duration of the company shall be perpetual.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 15^th day of January, 2013.


By:		/s/ Paul J. Rutterer
		Paul J. Rutterer, Vice President,
		Authorized Person

EX-3.96 97 d214722dex396.htm EX-3.96 EX-3.96

Exhibit 3.96

LIMITED LIABILITY COMPANY AGREEMENT

CHARTER ADVANCED SERVICES (MI), LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of January 15, 2013 by Charter Fiberlink - Michigan, LLC (the “Member”), as the sole member of Charter Advanced Services (MI), LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 1 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 Charter Advanced Services (MI), 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.

(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 4. Management.

(a) Management by Manager.

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

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

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

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.

SECTION 10. Dissolution; Winding Up.

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 14. Exculpation and Indemnification.

(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

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

Charter Advanced Services (MI), LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

MEMBERS

Charter Fiberlink - Michigan, LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 1 of 2

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC.

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 2 of 2

EXHIBIT A


Officers

Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Robert E. Quicksilver		Executive Vice President, Chief Administrative Officer
James Blackley		Executive Vice President, Engineering and Information Technology
Kathleen Mayo		Executive Vice President, Customer Operations
David Scott Weber		Executive Vice President, Network Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Richard R. Dykhouse		Senior Vice President, General Counsel and Corporate Secretary
Thomas B. Anema		Senior Vice President, Finance Operations
John Birrer		Senior Vice President, Customer Experience
Jay E. Carlson		Senior Vice President, Information Technology
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Keith R. Hayes		Senior Vice President, Network Operations
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Thomas M. Degnan		Vice President – Finance and Corporate Treasurer
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Economic Interests

As of January 15, 2013


Members	Economic Interest Percentage

Charter Fiberlink - Michigan, LLC		100	%

EX-3.97 98 d214722dex397.htm EX-3.97 EX-3.97

Exhibit 3.97


		State of Delaware
		Secretary of State
		Division of Corporations
		Delivered 09:21 PM 01/15/2013
		FILED 08:54 PM 01/15/2013
		SRV 130053574 - 5275312 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

First: The name of the limited liability company is: Charter Advanced Services (MN), LLC

Second: The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

Third: The duration of the company shall be perpetual.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 15^th day of January, 2013.


By:		/s/ Paul J. Rutterer
		Paul J. Rutterer, Authorized Person

EX-3.98 99 d214722dex398.htm EX-3.98 EX-3.98

Exhibit 3.98

LIMITED LIABILITY COMPANY AGREEMENT

CHARTER ADVANCED SERVICES (MN), LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of January 15, 2013 by Charter Fiberlink CCO, LLC (the “Member”), as the sole member of Charter Advanced Services (MN), LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 Charter Advanced Services (MN), 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.

(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 4. Management.

(a) Management by Manager.

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

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

(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.

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.

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

(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.

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

Charter Advanced Services (MN), LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

MEMBERS

Charter Fiberlink CCO, LLC
By:		Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 1 of 2

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC.

By:		/s/ Paul J. Rutterer
Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

Signature Page 2 of 2

EXHIBIT A

Officers


Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Robert E. Quicksilver		Executive Vice President, Chief Administrative Officer
James Blackley		Executive Vice President, Engineering and Information Technology
Kathleen Mayo		Executive Vice President, Customer Operations
David Scott Weber		Executive Vice President, Network Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Richard R. Dykhouse		Senior Vice President, General Counsel and Corporate Secretary
Thomas B. Anema		Senior Vice President, Finance Operations
John Birrer		Senior Vice President, Customer Experience
Jay E. Carlson		Senior Vice President, Information Technology
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Keith R. Hayes		Senior Vice President, Network Operations
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Thomas M. Degnan		Vice President – Finance and Corporate Treasurer
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Economic Interests

As of January 15, 2013


Members	Economic Interest Percentage

Charter Fiberlink CCO, LLC		100	%

EX-3.99 100 d214722dex399.htm EX-3.99 EX-3.99

Exhibit 3.99


		State of Delaware
		Secretary of State
		Division of Corporations
		Delivered 05:06 PM 01/15/2013
		FILED 04:46 PM 01/15/2013
		SRV 130052694 - 5275049 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

First: The name of the limited liability company is: Charter Advanced Services (MO), LLC

Second: The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

Third: The duration of the company shall be perpetual.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 15^th day of January, 2013.


By:		/s/ Paul J. Rutterer
		Paul J. Rutterer
		Authorized Person

EX-3.100 101 d214722dex3100.htm EX-3.100 EX-3.100

Exhibit 3.100

LIMITED LIABILITY COMPANY AGREEMENT

CHARTER ADVANCED SERVICES (MO), LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of January 15, 2013 by Charter Fiberlink- Missouri, LLC (the “Member”), as the sole member of Charter Advanced Services (MO), LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 l(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 Charter Advanced Services (MO), 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.

(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 4. Management.

(a) Management by Manager.

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

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form; (6) amend this Agreement;

(7) approve a merger or consolidation with another person; (8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(a) Officers. The Company shall have such officers as maybe 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.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

(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- l(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 maybe admitted as Members from time to time pursuant to the provisions of this Agreement.

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.

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

(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.

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

Charter Advanced Services (MO), LLC
By: Charter Communications, Inc., its Manager

By:

LOGO


Name:		Paul J. Rutterer
Title:		Vice President, Associate General
		Counsel and Assistant Secretary

MEMBERS

Charter Fiberlink – Missouri, LLC
By: Charter Communications, Inc., its Manager

By:

LOGO


Name:		Paul J. Rutterer
Title:		Vice President, Associate General
		Counsel and Assistant Secretary

Signature Page 1 of 2

Accepting its appointment as the Company’s Manager subject to the provisions of this Agreement and agreeing to be bound by this Agreement:


CHARTER COMMUNICATIONS, INC.

By:


Name:		Paul J. Rutterer
Title:		Vice President, Associate General
		Counsel and Assistant Secretary

Signature Page 2 of 2

EXHIBIT A

Officers


Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Robert E. Quicksilver		Executive Vice President, Chief Administrative Officer
James Blackley		Executive Vice President, Engineering and Information Technology
Kathleen Mayo		Executive Vice President, Customer Operations
David Scott Weber		Executive Vice President, Network Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Richard R. Dykhouse		Senior Vice President, General Counsel and Corporate Secretary
Thomas B. Anema		Senior Vice President, Finance Operations
John Birrer		Senior Vice President, Customer Experience
Jay E. Carlson		Senior Vice President, Information Technology
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Keith R. Hayes		Senior Vice President, Network Operations
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Thomas M. Degnan		Vice President – Finance and Corporate Treasurer
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Economic Interests

As of January 15, 2013


Members	Economic Interest Percentage
Charter Fiberlink – Missouri, LLC		100	%

EX-3.101 102 d214722dex3101.htm EX-3.101 EX-3.101

Exhibit 3.101


		State of Delaware
		Secretary of State
		Division of Corporations
		Delivered 12:17 PM 10/17/2013
		FILED 12:07 PM 10/17/2013
		SRV 131207106 - 5416808 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST. The name of the limited liability company is

Charter Advanced Services (MS), LLC

SECOND. The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

THIRD. The duration of the company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation This 17th day of October 2013.


BY:		/s/ Paul J. Rutterer
		Paul J. Rutterer
		Authorized Person

EX-3.102 103 d214722dex3102.htm EX-3.102 EX-3.102

Exhibit 3.102

LIMITED LIABILITY COMPANY AGREEMENT

Charter Advanced Services (MS), LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of October 17, 2013 by CCVI Fiberlink, LLC, a limited liability company (the “Member”), as the member of Charter Advanced Services (MS), LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 l(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 Charter Advanced Services (MS), 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.

(d) Principal Office. The principal place of business of the Company shall be at 12405 Powerscourt Drive, St. Louis, MO 6313I. At any time, the Manager may change the location of the Company’s principal place of 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 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

(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 term us 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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(16) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that tills 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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

i) President. The President shall be the chief executive officer and (if no other person has been appointed as such) the chief operating officer of the Company; shall (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 therefore. 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.

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 person 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.

SECTION 6. Members.

(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- l(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.

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.

SECTION 10. Dissolution; Winding Up.

SECTION 14. Exculpation and Indemnification.

(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 1993, 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

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY
CHARTER ADVANCED SERVICES (MS), LLC
By: Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer


Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary


MEMBER

CCVI Fiberlink, LLC
By: Charter Communications, Inc., its Manager

By:		/s/ Paul J. Rutterer


Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary


MANAGER

Accepting its appointment as Manager
CHARTER COMMUNICATIONS, INC.

By:		/s/ Paul J. Rutterer


Name:		Paul J. Rutterer
Title:		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT A


Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Strategy and President, Commercial Services
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
Thomas Adams		Executive Vice President, Field Operations
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Kathleen Mayo		Executive Vice President, Customer Operations
James Blackley		Executive Vice President, Engineering and Information Technology
Catherine C. Bohigian		Executive Vice President, Government Affairs
David Scott Weber		Executive Vice President, Network Operations
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Finance Operations
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Information Technology
Kathleen A Carrington		Senior Vice President, Corporate Services
Thomas M. Degnan		Senior Vice President – Finance and Corporate Treasurer
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Alexander Dudley		Senior Vice President, Communications
Keith R. Hayes		Senior Vice President, Network Operations
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Thomas E. Proost		Senior Vice President, Deputy General Counsel and Assistant Secretary
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Charles Fisher		Senior Vice President – Corporate Finance
Paul J.Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Economic Interests

As of October 17, 2013


Members	Economic Interest Percentage
CCVI Fiberlink, LLC		100	%

Total		100	%

EX-3.103 104 d214722dex3103.htm EX-3.103 EX-3.103

Exhibit 3.103

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:08 AM 07/01/2013

FILED 10:16 AM 07/01/2013

SRV 130833962 - 5359751 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST. The name of the limited liability company is

Charter Advanced Services (MT), LLC

SECOND. The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

THIRD. The duration of the company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 1^st day of July, 2013.



BY:		/s/ Richard R. Dykhouse
		Richard R. Dykhouse
		Authorized Person

EX-3.104 105 d214722dex3104.htm EX-3.104 EX-3.104

Exhibit 3.104

LIMITED LIABILITY COMPANY AGREEMENT

Charter Advanced Services (MT), LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of July 1, 2013 by Bresnan Broadband of Montana, LLC, a Montana limited liability company (the “Member”), as the member of Charter Advanced Services (MT), LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

SECTION 1. General.

(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 Charter Advanced Services (MT), 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.

(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 4. Management.

(a) Management by Manager.

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.

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

(1) alter the primary purposes of the Company as set forth in Section 2;

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

(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;

(5) change or reorganize the Company into any other legal form;

(6) amend this Agreement;

(7) approve a merger or consolidation with another person;

(8) sell all or substantially all of the assets of the Company;

(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;

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

(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.

SECTION 5. Officers.

(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.

(d) Duties and Authority of Officers.

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

SECTION 6. Members.

(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 I.704-l(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.

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.

SECTION 10. Dissolution; Winding Up.

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 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

SECTION 14. Exculpation and Indemnification.

(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.

(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.

SECTION 15. Miscellaneous.

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

(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.

(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.

[Signature pages follow.]

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


COMPANY

CHARTER ADVANCED SERVICES (MT), LLC
By: Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse

Name:

Richard R. Dykhouse

Title:

Executive Vice President, General Counsel

and Corporate Secretary


MEMBER

BRESNAN BROADBAND OF MONTANA, LLC
By: Charter Communications, Inc., its Manager

By:		/s/ Richard R. Dykhouse


Name:		Richard R. Dykhouse
Title:		Executive Vice President, General Counsel and Corporate Secretary


MANAGER

Accepting its appointment as Manager
CHARTER COMMUNICATIONS, INC.

By:		/s/ Richard R. Dykhouse


Name:		Richard R. Dykhouse
Title:		Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT A

OFFICERS


Thomas M. Rutledge		President and Chief Executive Officer
Christopher L. Winfrey		Executive Vice President and Chief Financial Officer
John Bickham		Executive Vice President, Chief Operating Officer
Donald F. Detampel, Jr.		Executive Vice President, Technology and President, Commercial Services
Thomas Adams		Executive Vice President, Field Operations
Jonathan Hargis		Executive Vice President, Chief Marketing Officer
Kathleen Mayo		Executive Vice President, Customer Operations
James Blackley		Executive Vice President, Engineering and Information Technology
David Scott Weber		Executive Vice President, Network Operations
Richard R. Dykhouse		Executive Vice President, General Counsel and Corporate Secretary
James M. Heneghan		President, Charter Media
Kevin D. Howard		Senior Vice President – Finance, Controller, Chief Accounting Officer
Thomas B. Anema		Senior Vice President, Finance Operations
Rocky Boler		Senior Vice President, Customer Care
Jay E. Carlson		Senior Vice President, Information Technology
Thomas M. Degnan		Senior Vice President – Finance and Corporate Treasurer
Richard J. DiGeronimo		Senior Vice President, Product and Strategy
Alexander Dudley		Senior Vice President, Communications
Keith R. Hayes		Senior Vice President, Network Operations
Lawrence R. Martell		Senior Vice President, Software Architecture and Development
James F. McGann, Jr.		Senior Vice President, Charter Business
Abigail T. Pfeiffer		Senior Vice President, Human Resources
Donald Poulter		Senior Vice President, Commercial Operations
Jay Rolls		Senior Vice President, Chief Technology Officer
Allan Samson		Senior Vice President, Marketing
Allan Singer		Senior Vice President, Programming
Charles Fisher		Senior Vice President – Corporate Finance
Paul J. Rutterer		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT B

Economic Interests

As of July 1, 2013


Members	Economic Interest Percentage
Bresnan Broadband of Montana, LLC		100	%

Total		100	%

EX-3.105 106 d214722dex3105.htm EX-3.105 EX-3.105

Exhibit 3.105

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:07 PM 01/15/2013

FILED 04:39 PM 01/15/2013

SRV 130052643 - 5275032 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

First: The name of the limited liability company is: Charter Advanced Services (NC), LLC

Second: The purpose of the company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

Third: The duration of the company shall be perpetual.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 15^th day of January, 2013.


By:		/s/ Paul J. Rutterer
		Paul J. Rutterer
		Authorized Person

EX-3.106 107 d214722dex3106.htm EX-3.106 EX-3.106

Exhibit 3.106

LIMITED LIABILITY COMPANY AGREEMENT

CHARTER ADVANCED SERVICES (NC), LLC

(a Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of January 15, 2013 by Charter Fiberlink NC-CCO, LLC (the “Member”), as the sole member of Charter Advanced Services (NC), LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

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.

SECTION 1. General.

(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 Charter Advanced Services (NC), 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.