20040727Revised Application.pdf

::;,
ff!' f
~'" ; '
/ E D
L,_
i, it ,t- In. f- 0 i.,! HJ* ,
BEFORE THE
, ,
IDAHO PUBLIC UTILITIES COMMISSION
, ".. " ,-, -
ij;:-:dUn
APPLICATION OF CHARTER FIBERLINK
ID - CCVII, LLC FOR A CER TIFICA TE OF
PUBLIC CONVENIENCE AND NECESSITY
TO PROVIDE FACILITIES-BASED AND
RESOLD LOCAL EXCHANGE SERVICES
WITHIN THE STATE OF IDAHO
CASE NO. t-/ -r: () ' (1
RE/I/SEIJ
APPLICATION OF CHARTER FIBERLINK ID - CCVII, LLC
COMES NOW Charter Fiberlink ID - CCVII, LLC (the "Applicant"), a Delaware limited
liability company, and hereby applies to the Idaho Public Utilities Commission (the "Commission
for a Certificate of Public Convenience and Necessity authorizing Applicant to provide facilities-
based and resold local exchange telecommunications and data communications services within the
State of Idaho. In compliance with the Commission s Rules and Regulations, the Applicant provides
the following information.
I. DESCRIPTION OF THE APPLICANT
Applicant's Name and Address. Applicant's correct name and address are:
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Tel: [phone]
Fax: [phone]
Applicant's Form of Business. Applicant, a limited liability company, was organized under
the laws of the State of Delaware on February 6 2004. Applicant is duly authorized to engage in all
lawful enterprises. Applicant's Certificate of Authority to transact business in Idaho is attached
hereto at Exhibit ". Applicant's articles of organization and operating agreement are attached
hereto at Exhibit ". A list of Applicant's officers and directors is attached hereto at Exhibit "
AJ!plicant's Attorneys Names and Addresses The correct names , addresses and
telephone numbers of Applicant's attorneys are:
Charles A. Hudak
Brad S. Macdonald
Friend, Hudak & Harris, LLP
Three Ravinia Drive, Suite 1450
Atlanta, Georgia 30346-2131
Tel: [phone]
Fax: [phone]
Mr. Hudak or Mr. Macdonald should be contacted in connection with questions regarding this
Application, as well as any tariff-related matters.
Authorized Representative Upon grant of certification, the Commission should direct all
correspondence, inquiries, data requests, consumer inquiries or customer complaints to:
Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Tel: [phone]
Fax: [phone]
E- mail: ccox 1 ~chartercom. com
with a copy to:
Charles A. Hudak
Brad S. Macdonald
Friend, Hudak & Harris, LLP
Three Ravinia Drive, Suite 1450
Atlanta, Georgia 30346-2131
Tel: [phone]
Fax: [phone]
Idaho Offices. Applicant does not maintain, and does not intend to maintain, an office in the
State of Idaho. Applicant's registered agent and address for service of process in the State of Idaho
IS:
Charter Fiberlink ID - CCVII, LLC
c/o Corporation Service Company
1401 Shoreline Drive, Suite 2
Boise, Idaho 83702
Description of Applicant's Owners. As a limited liability company, Applicant has
members instead of shareholders. CCVII Fiberlink, LLC owns one hundred percent (100%) of
Applicant's membership interests. The address ofCCVII Fiberlink , LLC's principal business office
is 12405 Powerscourt Drive, St. Louis, Missouri 63131-3674. Charter Communications, Inc., in
turn, indirectly owns one hundred percent (100%) ofCCVII Fiberlink, LLC. The address of Charter
Communications, Inc.' s principal business office is 12405 Powerscourt Drive, St. Louis, Missouri
63131-3674. No corporation, association or similar organization owns any other interest in
Applicant. In addition, Applicant has not entered into any management agreement with any other
entity.
Description of Applicant's Subsidiaries. At this time, Applicant has no subsidiaries.
II. DESCRIPTION OF APPLICANT'S PROPOSED SERVICES
Description of Proposed Facilities. Applicant intends to obtain or to otherwise deploy
switching equipment, associated electronics, routers and computer equipment in the State of Idaho in
order to support a full array of facilities-based and resold local exchange telecommunications and
data communications service offerings. In addition, Applicant may lease transmission lines and
unbundled network elements obtained from telecommunications and other providers operating in
Idaho. Currently, Applicant does not own, operate or control, directly or indirectly, transmission
facilities that are capable of providing any local exchange telecommunications or data
communications services in Idaho.
Description of Proposed Services Applicant intends to provide a full array of local
exchange telecommunications and data communications services in the State of Idaho.
Applicant's services will include traditional end user telephone services , including single and
multi-line services, emergency 911 and E-911 , directory assistance, directory listings, and optional
CLASS service features such as call waiting, call forwarding, three-way calling, speed dialing, call
return, unpublished number and caller identification. Applicant intends to offer such services to both
residential and business customers.
Applicant's services will also include a wide variety of complex services , including private
line services, which will be capable of transmitting voice and data communications, and access
services. With respect to such complex services, Applicant intends to utilize leased facilities that
mayor may not be interconnected with the public switched telephone network to provide dedicated
connections between customer-designated locations on a point-to-point basis between (i) an
Applicant point of presence ("POP") and another point on Applicant's network, (ii) an Applicant
POP and a point located at the customer s premises, or (iii) two (2) customer-designated locations.
Applicant intends to offer its complex services to business, commercial (e.other
telecommunications carrier) and governmental customers at various transmission speeds, including
DS1 , DS3 , OC3, OC12 and OC48.
Applicant intends to bill its customers directly for local exchange and intrastate
interexchange telecommunications services. The charges, based upon the rates which will be set
forth in Applicant's tariffs, Applicant's name, and its toll free telephone number for customer
assistance will appear on all invoices. In addition, customers may contact Applicant's customer
service representatives regarding a broad range of service matters, including: (i) the types of services
offered by Applicant and the rates associated with such services; and (ii) problems or concerns
pertaining to the customer s current service. Applicant's customer service representatives will be
able to assist customers twenty-four (24) hours per day, seven (7) days per week at [phone].
10.Service Territory Applicant proposes to serve the entire State of Idaho to the fullest extent
permitted by the laws of the State of Idaho and the orders, rules and regulations of the Commission.
Applicant's proposed services and facilities may compete with certificated incumbent and
competitive telecommunications providers operating in the State of Idaho. The identity of such
telecommunications providers includes Qwest, AT&T, MCI and numerous competitive local
exchange carriers.
11.Commencement of Service Applicant intends to commence the provision of its local
exchange services as soon as practicable upon receiving Commission approval of its Application.
However, based upon the technical and operational requirements with respect to each of Applicant's
local exchange services, Applicant expects that it will take up to one (1) year following certification
before it will be fully able to provide all of its proposed services. Those technical and operational
issues include, for example, completing interconnection negotiations with Qwest and other relevant
incumbent local exchange companies ("ILECs ), establishing interconnection trunking arrangements
with such ILECs, installing switching equipment (including, without limitation, 911 trunks to public
safety answering points, directory assistance trunks, and other necessary facilities to offer switched
local exchange services), establishing trunks to long distance service providers, hiring necessary
personnel in Idaho to perform sales, marketing, installation, maintenance and repair functions, as
well as other issues. As a result of those technical and operational requirements, Applicant expects
to roll-out each of its services over time, commencing with private line service offerings where such
private lines are not interconnected with the public switched network (and, thus, not dependent upon
Applicant's completion of any interconnection agreements with ILECs) and followed by the
remainder of Applicant's local exchange service offerings as necessary facilities become available.
12.Tariff.Applicant proposes to offer facilities-based and resold local exchange services within
the State of Idaho as further described in its proposed tariff, attached hereto at Exhibit "
Modifications to this tariff, once approved, shall be made on such notice as is required by the
Commission s rules.
13.Interconnection Ae:reements Currently, Applicant is in the process of negotiating an
interconnection agreement with Qwest for the State of Idaho. Applicant expects to complete such
negotiations with Qwest and enter into the interconnection agreement during the third or fourth
quarter of 2004. Upon the execution of its interconnection agreement with Qwest, Applicant
understands that either it or Qwest must submit the interconnection agreement to the Commission for
approval pursuant to Section 252 of the Communications Act of 1934, as amended by the
Telecommunications Act of 1996.
III. APPLICANT'S TECHNICAL, FINANCIAL
AND MANAGERIAL QUALIFICATIONS
14.Technical and Manae:erial Expertise Applicant has sufficient technical and managerial
ability to provide the services for which authority is requested in this Application. Biographical
descriptions of certain members of Applicant's management team are attached hereto at Exhibit "
Affiliates of Applicant currently provide a full range of local exchange telecommunications and data
communications services to over 30 000 end users in the states of Wisconsin and Missouri.
Applicant will utilize the same dedicated telephony staff that is used by those affiliates to manage its
telephone operations in Idaho.This staff is competent in all areas of telephone company
management, including finance, operations, regulation, engineering, networking and sales. The core
telephony staff of Applicant and its affiliates has over 100 years of industry experience in
developing, managing, and operating all types of telephone entities and services.
Applicant intends only to operate in the State of Idaho. However, affiliates of Applicant have
filed, or are in the process of filing, applications for authority to provide the telecommunications and
data communications services described herein throughout the United States. Neither Applicant nor
any of its affiliates have been denied authority to provide intrastate telecommunications services in
any state, and have not been subject to any regulatory penalties for violating state or federal
telecommunications statutes, rules or regulations (e.
g.,
slamming).
15.Financial Capability Applicant has adequate access to the necessary capital to provide the
services for which authority is requested in this Application. Although Applicant is a newly created
telecommunications carrier, Applicant is ultimately owned by Charter Communications, Inc.
Charter ), which is a publicly-held company (NASDAQ - CHTR). Applicant has the assurance of
Charter that it will be provided with the financial resources necessary to provide continuous and
reliable voice and data communications service in Idaho. During the 2003 calendar year, Charter
Communications, Inc. generated approximately $4.8 billion in revenues and, as of December 31
2003, had in excess of $21 billion in assets. Recent financial statements of Charter, which
demonstrate Applicant's ability to provide the services proposed herein, are attached hereto at
Exhibit "
16.Escrow Account for Advance Deposits At this time, Applicant does not intend to require
advance deposits from customers in Idaho as a condition of initiating service. Before requiring
advance deposits, Applicant will provide the Commission with a signed copy of Applicant's security
bond or escrow agreement with a bonded escrow agent.
17.Compliance with Laws By submitting this application, and by participating in all
proceedings necessary to effect certification, Applicant hereby asserts that it has reviewed the
Commission s rules, and that it is willing to comply with all rules and regulations that the
Commission may impose subject to Idaho law as now or hereafter enacted. Accordingly, by this
application, Applicant seeks such approval and authority as may be required for Applicant to provide
facilities-based and resold local exchange telecommunications and data communications services
throughout the entire State of Idaho.
18.Public Interest, Convenience and Necessity Commission approval of the matters
described herein is in the public interest. The presence of another authorized local exchange carrier
will provide additional choices to consumers, promote competition, and lead to the reduction of
consumer costs for telecommunications and data communications services. Competition, in turn
will encourage efforts by other certificated telecommunications providers to broaden the range of
choices for Idaho consumers of local exchange services. Applicant submits that, based on the
information supplied herein, its proposed service offerings will provide Idaho consumers with high
quality telecommunications and data communications products and services at reasonable rates while
encouraging innovation and efficiency among all providers of such products and services in the state.
WHEREFORE Applicant respectfully requests that the Commission:
(1)Issue a Certificate of Public Convenience and Necessity authorizing it to engage in the
provision of facilities-based and resold local exchange telecommunications and data communications
services within the State of Idaho (as described in this Application);
(2) Grant any other and additional relief that the Commission may deem just and proper.
Respectfully submitted tbis~'y of July, 2004.
CHARTER FIBERLINK ID - CCVII, LLC
By:
h rle d , Esq.
Brad S. Macdonald, Esq.
FRIEND, HUDAK & HARRIS, LLP
Three Ravinia Drive, Suite 1450
Atlanta, GA 30346
[phone]
Its Attorneys
BEFORE THE
IDAHO PUBLIC UTILITIES COlVJJVIISSION
IN RE:
APPLICATION OF CHARTER FIBERLINK.
ill - CCVII, LLC. FOR A CERTIFICATE OF
PUBLIC CONVENIENCE AND NECESSITY
TO PROVIDE F ACILITIES- BASED AND
RESOLD LOCAL EXCHANGE SERVICES
WITHIN TIlE STATE OF IDAHO
CASE NO.
VERIFICATION
The undersigned attests that he has reviewed this filing on behalf of Charter Fiberlink ill CCVII, LLC ("Applicant") in the above-mentioned proceeding; that it appears to be true and corTect;and that it is hereby adopted on behalf of Applicant. By this application, and participating in allproceedings necessary to effect certifi,cation~ Applicant hereby asserts its willingness and ability to
comply with all rules and regulations that the Idaho Public Utilities Commission may impose subject
to Idaho law as now OT hereafter enacted.
CHARTER FIBERLINK ID - CCVII, LLC
tii:ff .
Vice President - Telephony
i'II '
JOAN OATIS
NOTARY PUBLIC - NOTARY SEAL
STATE OF MISSOURI
ST. LOUIS CITY
MY COMMISSION EXPIRES JUNE IS. 2007
EXHIBIT" A"
CERTIFICATE OF AUTHORITY TO TRANSACT BUSINESS
253
APPLICA TION FOR
REGISTRA TION OF FOREIGN
LIMITED LIABILITY COMPANY
(Instructions on back of application)
1. The name of the limited liability company is:
Charter Fiberlink ID-CCVII, LLC
linI!! r-
....
ftf--i""
"..
"--t U PM
~. ~ ':.' ( :~ ,, "
'1 -
; "/-..'('' ,!
. l// ;t-l\ i I 'l
..
iLJ/1/l0
2. If the name of the limited liability company is not permissible or is not available in Idaho
the name the foreign limited liability company will use in Idaho is:
3. The jurisdiction under whose laws the limited liability company is organized is: Delaware
and the date of its formation was: 1/20/2004
4. The name and address of the registered agent in Idaho is:
Cor oration Service Com an , 1401 Shore ine Drive, Sui te 2, Boise, Idaho 83702
5. The address of the limited liability company s office in the jurisdiction under whose lawsit is organized is:
2711 Centerville Rd., ste 400 , Wilmington DE 19808
6. The address of the limited liability company s principal office, if other than the addressin #5 above , is:
12405 Powers court Dr., St. Louis , MO 63131
7. The address to which correspondence should be addressed is:
Legal Department, 12405 Powerscourt Dr., St. Louis, MO 63131
8. Signature of a manager, if any, or a member
if there are no managers.
,--
/,1 r
/ /
Signature j-";;t.-tr~,.It,- (..:!/'lr
",-
Patricia M. Carroll
Typed Name Vice President of Charter
ommunicat ons, Inc., Mgr.Jv1a~age!.. Ii Member 0
Cl.
'CJ
0. N
g- 8u; ~
E a
fJJU '....J Q)....J a::
-"1
c;,
Secretary of State use only
IDAHO SECRETARY OF STATEB2/18/2884 85:00
CK. 134157 CT: 66741 BH: 726781
1 8 188.88 = 188.88 REGFORGLLC ft
L~J3s
Lf
PAGE
"""
C~-
~.,==-==",.
T~"~_
~ - '~-="" -~, ~""-'
==~'U"""",-~
Tne :First State
, HARRIET SMITH WINDSOR , SECRETARY OF STATE OF THE STATE OF
DELAWARE , DO HEREBY CERTIFY "CHARTER FIBERLINK ID-CCVII , LLC" IS
DUL Y FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND I S IN
GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR
AS THE RECORDS OF
THI S OFF I CE SHOW, AS OF THE SIXTH DAY OF FEBRUARY , A. D. 2004.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID " CHARTER
FIBERLINK ID-CCVII , LLCII WAS FORMED ON THE TWENTIETH DAY OF
JANUAR Y , A. D. 2004.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
NOT BEEN ASSESSED TO DATE.
3754387
~~
Jr~91--
Harriet Smith Windsor, Secretary of State
8300 AUTHENTICATION: 2915795
040082922
DA TE: 02 - 0 6 - 04
Ben Ysursa
Secretary of State
700 West Jefferson
PO Box 83720
Boise, 1083720-0080
Business Entity
[phone]
Fax: [phone]
Uniform Commercial Code
[phone]
Fax: [phone]
Trademarks/Notaries
[phone]
Elections
[phone]
Fiscal
[phone]
Computer Services
[phone]
Telephone: [phone]
Fax: [phone]
sosinfo~idsos.state.id.
www.idsos.state.id.
STATE OF IDAHO
SECRETARY OF STATE
Dear Customer:
The enclosed document has been filed. The purpose of this letter is to inform you of the following annualrequirements:
Each corporation , limited liability company and each limited liability partnership authorized to transact business in
this state must deliver to the secretary of state for filing an annual report on a form provided by this office.
If an annual report is not received on or before the due date, the following will occur:
1) Domestic corporations and limited liability companies will be subject to administrative dissolution;2) Foreign corporations will be subject to revocation of its authority to do business in Idaho;3) Foreign limited liability companies will be subject to administrative cancellation;4) Limited liability partnerships will lose their limited liability status and revert to general partnerships:
The form must be executed by a person authorized by the company, indicating such capacity, setting forth thename of the company, the state or country under whose law it is incorporated/organized
, along with the namesand addresses of its current registered agent and officers.
The first, and all subsequent annual reports shall be delivered to the secretary of state each year before the
endof the month during which a corporation or limited liability company was initially authorized to transact business.
(Please note: the first annual report is not due until 1 year after the initial filing date.
A pre-printed report form will be mailed to the corporation prior to its due date. There is no filing fee if thecorporations annual report is received in this office by the date it is due. (A post mark date will not be accepted.
A sample of the annual report you will receive is included on the back of this letter.
If you have any questions or need further assistance, please do not hesitate to contact this office at [phone].
Very truly yours
COMMERCIAL DIVISION
IDAHO SECRETARY OF STATE'S OFFICE
Enclosures: cited
EXHIBIT "
ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT
PAGE
~ """-.,, ~"..,."" "'-=
=-0
,=-~, ~'" ,"- """.""~.,.=""
'N....
"". """ "-"""" ,-"".., '"" """ ='"""'"'-,-..,~". '..=~, =-=-.""-....'
Tfie :first State
, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COpy OF THE CERTIFICATE OF FORMATION OF IICHARTER FIBERLINK
ID-CCVII , LLCII , FILED IN THIS OFFICE ON THE TWENTIETH DAY OF
JANUARY , A. D. 2004 AT 10: 40 0' CLOCK A. M
3754387 8100
J; CA-~ 91--
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 2878203
040038037 DATE: 01-20-04
State of Delaware
Secretary of State
Division of CorporationsDelivered 10:49 AM 01/20/2004FILED 10: 40 AM 01/20/2004
SRV 04p038037 - 3754387 FILE
CERTIFICATE OF FORMATION
CaARTER FlBERLINK ID..CCVll, L
. . . .. ~ .- . , " ,; .
1. The name of the limited liability company
is Charb..r F.iberliuk ID-CCVIILtc.
~. ... ' . .
2. ' The address of its registered office In the S1ate ofDc1aware is 2711Centerville Road, Suite 400 Wilinington,. Delaware, 19808, County qrNew Castle, Thename of its registered
age:n t at SUe h address is CoIpOrati on Service C clan paa y.
IN WITNEs s WREREo F, the undersigned he:. H6CUted this (:;e.t'tifi cate Formation of Charte.t- Fiberfink ID-CCVII, LLc this n! day of l1i1J.uarr 2004
LIMITED LIABILITY COMPANY AGREEMENT
CHARTER FIBERLfNK ID-CCVII , 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 ..1.1-, 2004 , by CC VIIFiberlink, LLC , a Delaware limited liability company CCVII"
),
as the sole memberof Charter Fiberlink ID-CCVII , LLC , a Delaware limited liability company (theCompany
) .
WITNESSETH:
WHEREAS , the Certificate of Formation of the Company was executed and
filed in the office of the Secretary of State of the State of Delaware on January 202004;
WHEREAS, CC VII Fiberlink, LLC is the sole member of the Company; and
NOW, THEREFORE, in consideration of the terms and provisions set forthherein, 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 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, theCompany was formed as a limited liability company under the Delaware LimitedLiability 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 theMembers (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 Fiberlink 10 -CCVII , 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, 2711Centerville Road, Suite 400 , Wilmington , Delaware 19808. The name and addressof the registered agent for service of process on the Company in the State ofDelaware shall be Corporation Service Company, 2711 Centerville Road , Suite 400
J:\CORPSECY\Fiberiink Docs\CF ID-CCYII LLC Agr.doc
Wilmington , Delaware 19808. The registered office or registered agent of theCompany may be changed from time to time by the Manager.
(d) Principal Office. The principal place of business of the Companyshall be at 12405 Powerscourt Drive , St. Louis, MO 63131. At any time, theManager 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 itsaffairs wound up in accordance with the provisions of this Agreement.
(f) Certificate of Formation. The execution of the Certificate of Formationby Janeen Domagalski, Authorized Person , and the filing thereof in the office of theSecretary of State of the State of Delaware are hereby ratified
, confirmed andapproved.
(g)
Qualification; Registration. The Manager shall cause the Company tobe 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. TheManager, as an authorized person within the meaning of the Act, shall executedeliver 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 ) shallhave 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).
Anyvote, 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 anydocument or agreement (including this Agreement or an amendment thereto) which
would otherwise require as a precondition to its effectiveness such Vote
, approvalconsent or ratification of the Members.
SECTION 2. Purposes. The Company was formed for the object andpurpose 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.
J:\CORPSECY\Fiberiink Docs\CF ID-CCVII LLC Agr.doc - 2 -
SECTION 4.Management.
(a)Management by Manager.
i) Charter, as the sole member of the Company, hereby electsCharter 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 untila simple majority of the Votes elects otherwise. No additional person may beelected 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 "personrefers to both individuals and entities). Except as otherwise required by applicablelaw and as provided below with respect to the Board , the powers of the Companyshall at all times be exercised by or under the authority of, and the businessproperty 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 ofthe 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 replacedirectors 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
, draftevidence of indebtedness, instrument , obligation , note, mortgage, contractagreement, 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 Membersare required. The Manager may, by written consent, take any action which it isotherwise required or permitted to take at a meeting.
v) The Manager s duty of care in the discharge of its duties to theCompany 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 wouldexercise under similar circumstances, in the manner it reasonably believes to be inthe best interests of the Company and its Members.
vi) Except as required by the Act, no Manager shall be liable forthe debts , liabilities and obligations of the Company, including without limitation any
debts , liabilities and obligations under a judgment, decree or order of a court, solelyby reason of being a manager of the Company.
J:\CORPSECY\Fiberlink Docs\CF ID-CcV!r LLC Agr.doc - .J -
(b)Board of Directors.i) Notwithstanding paragraph (a) above, the Manager maydelegate its power to manage the business of the Company to a board of naturalpersons designated as "directors" (the "Board") which , subject to the limitations setforth below, shall have the authority to exercise all such powers of the Companyand do all such lawful acts and things as may be done by a manager of a limitedliability company under the Act and as are not by statute , by the Certificate ofFormation (as amended from time to time , the "Certificate ), or by this Agreement(including without limitation Section 4(c) hereof) directed or required to be exercisedor done by the Manager. Except for the rights and duties that are assigned toofficers of the Company, the rights and duties of the directors may not be assignedor delegated to any person. No action , authorization or approval of the Board shallbe 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 theManager conflicts with any action of the Board , the action of the Manager shallcontrol.
ii) Except as otherwise provided herein , directors shall possessand may exercise all the powers and privileges and shall have all of the obligationsand duties to the Company and the Members granted to or imposed on directors ofa corporation organized under the laws of the State of Delaware.
iii) The number of directors on the date hereof is one, whichnumber 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 neednot 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 bewith or without cause) or replacement by the Manager.v) No director shall be entitled to any compensation for serving asa 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.
(c)Consent Required.
Company shall:
None of the Members , Managers , directors , or officers of the
(1)do any act in contravention of this Agreement;
(2) cause the Company to engage in any businessnot permitted by the Certificate or the terms of this Agreement;
J:\CORPSECY\FiIJerlink Docs\CF ID-CCVIl LLC Agr.doc - 4 -
(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); or
(4) possess Company property or assign rights inCompany property other than for Company purposes.
ii)One hundred percentage (1000/0) of the Votes shall be requiredto:
Company to any person;
legal form;
(3)
Company with another person;
Company; or
(4)
(5)
(1)issue limited liabifity company interests in the
(2)change or reorganize the Company into any other
approve a merger or consofidation of the
sell all or substantially aU of the assets of the
voluntarify 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:
forth in Section 2;
(1)
Company to any person;
(2)
alter the primary purposes of the Company as set
issue limited liability company interests in the
(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);
legal form;
(4)
(5)
Company with another person;
Company;
(6)
J:\CORPSECY\Fiberlink Docs\CF ill-CCYII LLC Agr.doc
change or reorganize the Company into any other
approve a merger or consolidation of the
sell all or substantially all of the assets of the
- 5 -
(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 personwho is a director or 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 orarbitration brought or defended in the ordinary course of business where the
present value of the total settlement amount or damages will not exceed000000;
(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 50/0 of suchbudget 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 oramendment to existing indebtedness which does not increase total borrowing
(including obligations under that certain Credit Agreement with CharterCommunications Operating, LLC as the borrower, dated as of March 18, 1999, asamended and restated as of January 3 , 2002 and as further amended and restated
by the Second Amended and Restated Credit Agreement dated as of June 19 , 2003(the "Credit Agreement") and the Loan Documents (as defined in the CreditAgreement), 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 pledgeof any assets to support any otherwise permissible indebtedness of the Company orany Intercompany Indebtedness or (iv) indebtedness necessary to finance a
transaction or purchase approved by the Manager; or
(13)voluntarily dissolve the Company.
Cd)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 eachdirector; special meetings shall be called by the President or Secretary in like
J:\CORPSECY\Piherlink Docs\CF !D-CCVII LLC Agr.doc - 6 -
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, tothe transaction of any business because the meeting is not duly called or convened.
iii) Telephonic Meetings. Directors may participate in any regularor special meeting of the Board , by means of conference telephone or similar
communications equipment, by means of which all persons participating in themeeting 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 thedirectors shall constitute a quorum for the transaction of business, and the act of amajority 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 theCertificate 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 theretoin writing and such written consent is filed with the minutes of proceedings of theBoard.
(e) Directors Duty of Care. Each director s duty of care in the dischargeof 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 aDelaware corporation would exercise under similar circumstances, in the manner heor 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 Chairmanof the Board , a President, a Treasurer and a Secretary, and such other additional
officers , including one or more Vice Presidents , Assistant Secretaries and AssistantTreasurers as the Manager, the Board, the Chairman of the Board , or the Presidentmay from time to time elect. Any two or more offices may be held by the sameindividual.
(b) Election and Term. The President , Treasurer and Secretary shall, andthe 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 Presidentmay each appoint such other officers and agents as such person shall deem
l:\CORPSECY\Fiberlink Docs\CF ID-CCYIl LLC Agr.doc - 7 -
desirable , who shall hold office at the pleasure of the Manager, the Board, or thePresident, and who shall have such authority and shall perform such duties as from
time to time shall, subject to the provisions of Section Sed) hereof, be prescribed bythe 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 withoutcause, for any reason or for no reason. Any officer other than the Chairman of theBoard, 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 forno reason.
(d)Duties and Authority of Officers.
i) President. The President shall be the chief executive officerand (if no other person has been appointed as such) the chief operating officer ofthe Company; shall (unless the Chairman of the Board elects otherwise) preside atall meetings of the Members and Board; shall have general supervision and activemanagement of the business and finances of the Company; and shall see that allorders and resolutions of the Board or the Manager are carried into effect; subjecthowever, 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 theChairman of the Board to the contrary, the President shall have the power to vote allsecurities held by the Company and to issue proxies therefor. In the absence ordisability of the President , the Chairman of the Board (if any) or, if there is noChairman 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 toall restrictions imposed upon him.
ii) Vice President. Each Vice President, if any, shall performsuch duties as shall be assigned to such person and shall exercise such powers asmay be granted to such person by the Manager, the Board or by the President ofthe Company. In the absence of direction by the Manager, the Board or thePresident 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 , anotice as required of all meetings of the Members and of the Board. The Secretaryshall keep or cause to be kept, at the principal executive office of the Company orsuch other place as the Board may direct, a book of minutes of all meetings andactions of directors and Members. The minutes shall show the time and place ofeach meeting, whether regular or special (and, if special , how authorized and thenotice given), the names of those present at Board meetings , the number of Votespresent or represented at Members' meetings , and the proceedings thereof. TheSecretary shall perform such other duties as may be prescribed from time to time by
the Manager or the Board.
J:\CORPSECY\Fiberlink Docs\CF ID-CCYII LLC Agr.doc - 8 -
iv) Treasurer. The Treasurer shall have custody of the Company
funds and securities and shall keep or cause to be kept full and accurate accountsof 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 asmay be granted to him or her by the Manager or the Board.
vi) Authority of Officers. The officers, to the extent of their powersset forth in this Agreement or otherwise vested in them by action of the Manager orthe Board not inconsistent with this Agreement , are agents of the Company for thepurpose of the Company s business and the actions of the officers taken
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, Charter is thesole Member, and it (or its predecessor) has heretofore contributed to the capital of
the Company. Charter is not required to make any additional capital contribution to
the Company; however, Charter may make additional capital contributions to the
Company at any time in its sole discretion (for which its capital account balanceshall be appropriately increased). Each Member shall have a capital account in theCompany, 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 thisAgreement, including this Section 6 , are intended to benefit the Members and , tothe 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, Charter 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 anew Member results in the Company having more than one Member, thisAgreement 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 beliable 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.
J:\CORI'SECY\Fiberiink Docs\CF ID-CCYII LLC Agr.doc - 9 -
Cd) Competing Activities. Notwithstanding any duty otherwise existing atlaw or in equity, (i) neither a Member nor a Manager of the Company, or any of theirrespective affiliates , partners, members, shareholders , directors, managers , officersor employee , shall be expressly or impliedly restricted or prohibited solely by virtueof 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 andManager of the Company, and their respective affiliates , partners, membersshareholders, directors, managers , officers and employees , shall have the right toconduct, or to possess a direct or indirect ownership interest in , activities andbusiness ventures of every type and description , including activities and businessventures 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 eventthe Company shall continue without dissolution.
SECTION 7. Percentage Interests. For purposes of this AgreementPercentage 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 Charter isthe sole member of the Company, Charter s Percentage Interest shall be 100percent.
SECTION 8. Distributions. The Company may from time to time distributeto 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 (otherthan liquidating distributions) shall be divided among the Members in accordance
with their respective Percentage Interests. Liquidating distributions shall be madeto 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 suchMembers positive capital account balance, a Member shall have no recourseagainst the Company or any other Member. Notwithstanding any provision to thecontrary contained in this Agreement, the Company shall not be required to make adistribution 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 beallocated to the Members in accordance with their Percentage Interests from time to
time.
J:\CORPSECY\Fiberlink Docs\CF ID-CCYII LLC Agr doc - 10-
SECTION 10. Dissolution; Winding Up.
(a) Dissolution. The Company shall be dissolved upon
(i) the adoption
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 beeffective as of the date on which the event occurs giving rise to such dissolution , butthe Company shall not terminate unless and until all its affairs have been wound upand its assets distributed in accordance with the provisions of the Act and theCertificate 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 thebusiness 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 actionsrelating to (i) causing written notice by registered or certified mail of the Company
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, pledgehypothecation, mortgage , exchange or otherwise) all or any part of his , her or itslimited liability company interest in the Company to any other person without the
prior written consent of each of the other Members; provided, however that thisSection 11 shall not restrict the ability of any Member to transfer (at any time) (i) all
or a portion of its limited liability company interest in the Company to another
Member or (ii) pursuant to the Loan Documents (as defined in the Credit
Agreement). Upon the transfer of a Member s limited liability company interest , theManager 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 additional or substitute Members to the Company shall be accomplished by the
amendment of this Agreement, including Exhibit B , in accordance with theprovisions of Section 15(b), pursuant to which amendment each additional or
substitute Member shall agree to become bound by this Agreement.
J:\CORI'SECY\Fiberlink Docs\CF ID-CCYII LLC AgLdoc - 11 -
SECTION 13. Tax Matters. As of the date of this Agreement, the Companyis a single-owner entity for United States federal tax purposes. So long as theCompany is a single-owner entity for federal income tax purposes , it is intended thatfor 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 shallbe treated as a partnership for federal, state and local income tax purposes, and theMembers shall not take any position or make any election , in a tax return orotherwise, 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 theCompany, the officers of the Company, their respective affiliates , nor any personwho at any time shall serve, or shall have served , as a director, officer, employee orother agent of any such Members , Manager, directors, officers , or affiliates andwho, in such capacity, shall engage , or shall have engaged , in activities on behalf ofthe Company (a "Specified Agent") shall be liable, in damages or otherwise , to theCompany or to any Member for, and neither the Company nor any Member shall
take any action against such Members, Manager, directors, officers, affiliates orSpecified 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 faithdetermined 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 theCompany remaining after the discharge of the debts and liabilities of the Company
is insufficient to return such investment, each Member shall have no recourseagainst the Company, the other Members or their affiliates , except as expressly
provided herein; provided , however, that the foregoing shall not relieve any Memberor 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 claimaction, suit or proceeding to which a Member, a Manager, a director of theCompany, any officer of the Company, their respective affiliates , or any SpecifiedAgent was or is a party or is threatened to be made a party by reason of the factthat 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' officerof the Company, their respective affiliates, or any Specified Agent relating to theCompany, the Company shall to the fullest extent permitted by law indemnify and
hold harmless the Members , Manager, directors of the Company, officers of the
J:\CORPSECYIFiberlillk Docs\CF TD-ccvn LLC Ab:Ldoc - 12 -
Company, their respective affiliates, and any such Specified Agents against lossesdamages, expenses (including attorneys' fees), judgments and amounts paid insettlement actually and reasonably incurred by or in connection with such claimaction, suit or proceeding; provided however, that none of the Members , Managersdirectors of the Company, officers of the Company, their respective affiliates or any
Specified Agent shall be indemnified for actions constituting bad faith , willfulmisconduct, or fraud. Any act or omission by any such Member, Manager, directorofficer, or any such affiliate or Specified Agent, if done in reliance upon the opinionof independent legal counselor public accountants selected with reasonable careby 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 partof such Member, Manager, director, officer, or any such affiliate or Specified Agent.
(c) No Presumption. The termination of any claim , action , suit orproceeding by judgment, order or settlement shall not, of itself, create apresumption that any act or failure to act by a Member, a Manager, a director of theCompany, 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 fromthe Members.
(e) Reliance on the Agreement. To the extent that , at law or in equity, aMember, 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, suchMember, Manager, director, officer or any Specified Agent acting under thisAgreement 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 theduties and liabilities of a Member, Manager, director of the Company, officer of theCompany or any Specified Agent otherwise existing at law or in equity, are agreedby 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 limitedliability company interest may be evidenced by a certificate of limited liability
company interest executed by the Manager or an officer in such
form as theManager 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 UniformCommercial Code as enacted and in effect in the State of Delaware, or thecorresponding statute of any other applicable jurisdiction.
J:\CORPSECY\Fiberlink Docs\CF ID-CCVII LLC Aguloc - 13 -
(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 ordelay on the part of any Member in exercising any right, power or privilege grantedhereunder shall operate as a waiver thereof, nor shall any single or partial exerciseof 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 tothe benefit of the Members and their respective successors and assigns.
(d) Governing Law. This Agreement shall be governed by, andconstrued in accordance with , the laws of the State of Delaware, without regard toany 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 thisAgreement shall be held to be invalid
, illegal or unenforceable for any reason, theinvalidity, illegality or unenforceability thereof shall not affect any other provision
hereof.
(f) Multiple Counterparts. This Agreement may be executed incounterparts, each of which shall be deemed an original, but all of which togethershall constitute one and the same instrument.
(g)
Entire Agreement This Agreement constitutes the entire agreementof the parties hereto with respect to the subject matter hereof and supercedes and
replaces any prior or contemporaneous understandings.
(h) Relationship between the Agreement and the Act. Regardless ofwhether any provision of this Agreement specifically refers to particular Default
Rules (as defined below),
(i) if any provision of this Agreement conflicts with aDefault 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, theDefault 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
Limited Liability Company Agreement.
J:\CORPSECY\Fiberlink Docs\CF ID-CCYIl LLC Agr,doc - 14 -
IN WITNESS WHEREOF, the party has caused this Agreement to be dulyexecuted on the date first above written.
CC VII FIBERLINK, LLC , a Delaware
limited liability company
By:
Name: Patricia M. Carroll
Title: Vice President
Accepting its appointment as the Company s Manager subject to the provisions ofthis Agreement:
CHARTER COMMUNICATIONS , INC., aDelaware corporation
By:
ame: Patricia M. CarrOif
Title: Vice President
J:\CORPSECY\Fiberlink Docs\CF ill-CCVII LLC Agr.doc - 15 -
Director
Thomas A. Cullen
Member
CC VII Fiberlink , LLC
J:\CORPSECY\Fiberiink Docs\CF ID-CCVIl LLC Agr.doc
EXHIBIT A
EXHIBIT B
- 16 -
100%
EXHIBIT "
LIST OF OFFICERS AND DIRECTORS
NAME TITLE ADDRESS
Carl E. Vogel President and Chief Executive Charter Fiberlink ID - CCVII, LLC
Officer 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Steven A. Schumm Executive Vice President and Charter Fiberlink ID - CCVII, LLC
Chief Administrative Officer 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Michael P. Huseby Executive Vice President and Charter Fiberlink ID - CCVII, LLC
Chief Financial Officer 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Margaret A. Bellville Executive Vice President and Charter Fiberlink ID - CCVII, LLC
Chief Operating Officer 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Derek Chang Executive Vice President of Charter Fiberlink ID - CCVII, LLC
Finance and Strategy 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Curtis S. Shaw Executive Vice President Charter Fiberlink ID - CCVII, LLC
General Counsel and Secretary 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Paul E. Martin Senior Vice President -Charter Fiberlink ID - CCVII, LLC
Corporate Controller 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Thomas A. Cullen Senior Vice President -Charter Fiberlink ID - CCVII, LLC
Advanced Services & Business 12405 Powerscourt Drive
Development and Director St. Louis, Missouri 63131-3674
Wayne H. Davis Senior Vice President -Charter Fiberlink ID - CCVII, LLC
Engineering & Technical 12405 Powerscourt Drive
Operations St. Louis, Missouri 63131-3674
Michael J. Lovett Senior Vice President -Charter Fiberlink ID - CCVII, LLC
Operations 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Steve J. Santamaria Assistant to the President and Charter Fiberlink ID - CCVII, LLC
Vice President - Management 12405 Powerscourt Drive
Services St. Louis, Missouri 63131-3674
Eloise E. Schmitz Vice President - Finance &Charter Fiberlink ID - CCVII, LLC
Acquisitions, Treasurer and 12405 Powerscourt Drive
Assistant Secretary St. Louis, Missouri 63131-3674
Thomas J. Hearity Vice President and Associate Charter Fiberlink ID - CCVII, LLC
General Counsel 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Patricia M. Carroll Vice President, Counsel and Charter Fiberlink ID - CCVII, LLC
Assistant Secretary 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Hunt Sevier Brown Vice President, Counsel- Legal Charter Fiberlink ID - CCVII, LLC
Operations & Assistant Secretary 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Laurence G. Christopher Vice President, Counsel -Charter Fiberlink ID - CCVII, LLC
Litigation 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Timothy L. Sims Vice President - Tax Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Mark Barber Vice President - Telephony Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Carrie Cox Assistant Secretary Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
EXHIBIT "
PROPOSED TARIFF
SEE CASE FILE
EXHIBIT "
BIOGRAPHICAL INFORMATION
REGARDING MANAGEMENT OF
CHARTER FIBERLINK ID - CCVII, LLC
SEE CASE FILE
EXHIBIT "
FINANCIAL STATEMENTS
SEE CASE FILE