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S-4
INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016
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FIFTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

FOR

CC VIII, LLC

A DELAWARE LIMITED LIABILITY COMPANY

This Fifth Amended and Restated Limited Liability Company Agreement for CC VIII, LLC, a Delaware limited liability company (“Company”), is made and entered into effective as of November 30, 2009, by and among CCV Holdings, LLC, a Delaware limited liability company (“CCV”), CCH I, LLC, a Delaware limited liability company (“CCHI”) and Charter Communications, Inc. (“CCI”).

A. The Company was organized as a limited liability company pursuant to a Certificate of Formation of the Company filed with the Delaware Secretary of State on August 6, 1999 and the Limited Liability Company Agreement of the Company entered into and made effective as of February 14, 2000 (such Agreement, the “Initial Agreement”).

B. The Initial Agreement was amended and restated by the Amended and Restated Limited Liability Company Agreement of the Company entered into and made effective as of January 1, 2002, which in turn was amended and restated by the Amended and Restated Limited Liability Company Agreement of the Company entered into and made effective as of March 31, 2003, which in turn was amended and restated by the Third Amended and Restated Limited Liability Company Agreement of the Company entered into and made effective as of October 31, 2005 and further amended and restated by the Fourth Amended and Restated Limited Liability Company Agreement (the “Existing LLC Agreement”).

C. On June 6, 2003, Charter Investment, Inc. (“CII”) acquired by purchase all the Class A Preferred Units (as hereinafter defined) of the Company.

D. On October 31, 2005, CII transferred 1,788,997 Class A Preferred Units to CCHC, LLC, a Delaware limited liability company (“CCHC”) and CII transferred 15,202,763 Class A Preferred Units to Charter Communications Holding Company, LLC (“Charter HoldCo”), which transferred such Class A Preferred Units to CCHC. Also on October 31, 2005, the Company issued additional Class B Units to CCV in consideration of capital contributions made on January 2, 2001, July 10, 2001, August 31, 2001 and January 14, 2002, for which CCV had not previously received units.

E. On August 11, 2006, CCHC contributed all of its preferred equity interests in the Company to CCHI.

F. On March 27, 2009, CCI and certain of its affiliates (“Debtors”), including, without limitation, the Company, filed petitions for relief under Chapter 11 of the United States Bankruptcy Code (the “Chapter 11 Cases”). The Chapter 11 Cases were filed to enable the Debtors to implement a restructuring pursuant to a pre-arranged joint plan of reorganization (the “Plan”) aimed at improving capital structure.