SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CCH II, LLC (a Delaware Limited Liability Company)
Exhibit
3.2
SECOND
AMENDED AND RESTATED
OF
CCH
II, 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 I,
LLC, a Delaware limited liability company ("CCHI"), as the sole member of CCH
II, LLC, a Delaware limited liability company (the "Company").
W I T N E
SSE T H:
WHEREAS,
the Company is governed by that certain Limited Liability Company Agreement
dated as of July 10, 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
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.
(b) Name. The name of
the Company shall be CCH 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.
(c) Registered
Agent. The address of the registered office of the Company in
the State of Delaware shall be c/o Corporation Service Company, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. 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, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. 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.
2
SECTION
4. Management.
(a) Management by
Manager.
i) CCHI, 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.
ii) The
Manager shall be authorized to elect, remove or replace directors and officers
of the Company, who shall have such authority with respect to the management of
the business and affairs of the Company as set forth herein or as otherwise
specified by the Manager in the resolution or resolutions pursuant to which such
directors or officers were elected.
iii) Except as
otherwise required by this Agreement or applicable law, the Manager shall be
authorized to execute or endorse any check, draft, evidence of indebtedness,
instrument, obligation, note, mortgage, contract, agreement, certificate or
other document on behalf of the Company without the consent of any Member or
other person.
iv) No annual
or regular meetings of the Manager or the Members are required. The
Manager may, by written consent, take any action which it is otherwise required
or permitted to take at a meeting.
v) The
Manager's duty of care in the discharge of its duties to the Company and the
Members is limited to discharging its duties pursuant to this Agreement in good
faith, with the care a director of a Delaware corporation would exercise under
similar circumstances, in the manner it reasonably believes to be in the best
interests of the Company and its Members.
vi) Except as
required by the Act, no Manager shall be liable for the debts, liabilities and
obligations of the Company, including without limitation any debts, liabilities
and obligations under a judgment, decree or order of a court, solely by reason
of being a manager of the Company.
(b) Consent Required. The
affirmative vote, approval, consent or ratification of the Manager shall be
required to:
(1) alter the
primary purposes of the Company as set forth in Section 2;
3
(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
4
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 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
5
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, CCHI is the sole
Member. CCHI is not required to make any capital contribution to the Company;
however, CCHI 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, CCHI shall not have any duty or obligation to
any creditor of the Company to make any contribution to the
Company.
6
(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
CCHI is the sole member of the Company, CCHI’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
7
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 l5(b), pursuant to which
8
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.
(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
9
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.
10
(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.
11
IN
WITNESS WHEREOF, the party has caused this Agreement to be duly executed on the
date first above written.
CCH I, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
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/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Vice President,
Associate General
Counsel and Corporate
Secretary
12
EXHIBIT
A
Officers
|
▇▇▇▇
▇▇▇▇
|
President
and Chief Executive Officer
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
Executive
Vice President and Chief Operating Officer
|
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
Executive
Vice President and Chief Administrative Officer
|
|
▇▇▇▇▇▇
▇▇▇▇▇
|
Executive
Vice President and Chief Technology Officer
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
Executive
Vice President and Chief Financial Officer
|
|
▇▇▇
▇. ▇▇▇▇▇▇▇
|
Executive
Vice President and Chief Marketing Officer
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
|
Executive
Vice President and General Counsel
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
Senior
Vice President – Division President/West Operations
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
Senior
Vice President - Division President/East Operations
|
|
▇▇▇▇
▇. ▇▇▇▇▇▇
|
Senior
Vice President – Corporate Development
|
|
▇▇▇
▇. ▇▇▇▇▇▇▇
|
Senior
Vice President – Information Technology
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇
|
Senior
Vice President – Customer Operations
|
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
Senior
Vice President – Finance and Chief Accounting Officer
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
Vice
President – Finance and Corporate Treasurer
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
Vice
President, Associate General Counsel and Corporate
Secretary
|
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
Assistant
Secretary
|
13
EXHIBIT
B
Member
CCH I,
LLC
14