AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHARTER COMMUNICATIONS OPERATING, LLC (a Delaware Limited Liability Company)Limited Liability Company Agreement • August 5th, 2003 • Charter Communications Inc /Mo/ • Cable & other pay television services • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHARTER COMMUNICATIONS OPERATING, LLC (as amended from time to time, this “Agreement”) is entered into as of June 19, 2003 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”).
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • August 5th, 2003 • Charter Communications Inc /Mo/ • Cable & other pay television services • New York
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 19th day of June, 2003, by and between Charter Communications Operating, LLC, a Delaware limited liability company (the “Company”), on behalf of itself and all of its Specified Subsidiaries (as defined below, and, collectively with the Company, the “Company Entities”), and Charter Communications, Inc., a Delaware corporation (the “Manager”):
SECOND AMENDED AND RESTATED CREDIT AGREEMENT CHARTER COMMUNICATIONS OPERATING, LLC, as Borrower and CHARTER COMMUNICATIONS HOLDINGS, LLC J. P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as Joint Lead Arrangers J. P. MORGAN SECURITIES...Credit Agreement • August 5th, 2003 • Charter Communications Inc /Mo/ • Cable & other pay television services • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 18, 1999, as amended and restated as of January 3, 2002 and as further amended and restated as of June 19, 2003, among CHARTER COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company (the “Borrower”), CHARTER COMMUNICATIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), TD SECURITIES (USA) INC., as syndication agent (in such capacity, the “Syndication Agent”), BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, as Administrative Agents (in such capacity, together with any successors, the “Administrative Agents”), and BANK OF AMERICA, N.A., as Funding Agent (in such capacity, together with any successors, the “Funding Agent”).
Vulcan Inc. 505 Union Station 505 Fifth Avenue South, Suite 900 Seattle, WA 98104 April 14, 2003Credit Facility Agreement • August 5th, 2003 • Charter Communications Inc /Mo/ • Cable & other pay television services
Vulcan Inc. 505 Union Station 505 Fifth Avenue South Suite 900 Seattle, WA 98104Commitment Letter • August 5th, 2003 • Charter Communications Inc /Mo/ • Cable & other pay television services • New York
Reference is made to the Commitment Letter (the “Commitment Letter”) dated as of April 14, 2003 between Vulcan Inc. (“Vulcan”) and Charter Communications VII, LLC. Capitalized terms used but not defined herein have the meanings assigned to them in the Commitment Letter.
June 19, 2003Mutual Services Agreement • August 5th, 2003 • Charter Communications Inc /Mo/ • Cable & other pay television services • New York
Charter Communications, Inc. (“CCI”), Charter Communications Holding Company, LLC (“CCHC”) and Charter Investment, Inc., a Delaware corporation (“CII”), are parties to that certain First Amended and Restated Mutual Services Agreement dated as of December 21, 2000 (the “Original Mutual Services Agreement”) pursuant to which, among other things, CCHC, CCI and CII each made available certain rights and services to the one or both of the others. A copy of the Original Mutual Services Agreement is attached as Exhibit A hereto. (Capitalized terms used herein that are not otherwise defined herein shall have the meanings given in the Original Mutual Services Agreement.)
SECOND AMENDED AND RESTATED MUTUAL SERVICES AGREEMENTMutual Services Agreement • August 5th, 2003 • Charter Communications Inc /Mo/ • Cable & other pay television services • New York
THIS SECOND AMENDED AND RESTATED MUTUAL SERVICES AGREEMENT (this “Agreement”) is made as of the 19th day of June, 2003, by and between Charter Communications, Inc., a Delaware corporation (“CCI”) and Charter Communications Holding Company, LLC, a Delaware limited liability company (“CCHC”).
