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INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016
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This Amendment (this “Amendment”) to the Limited Liability Company Agreement of CCO SoCal I, LLC (the “Company”), dated as of June 1, 2011 (the “Operating Agreement”), is effective as of December 31, 2011 (the “Effective Date”), notwithstanding the date of execution, by and among all of the members (the “Members”) of the Company, listed on Exhibit A of this Amendment, and Charter Communications, Inc., the Manager of the Company.


1. The Company is an indirect subsidiary of Charter Communications Operating, LLC (“CCO”).

2. Immediately prior to the Effective Date, the Members each held the Economic Interests indicated on Exhibit A attached hereto.

3. As of the Effective Date, pursuant to that Distribution and Assignment and Assumption Agreement dated December 31, 2011, by and among the Members and CCO (the “Distribution Agreement”), the Members distributed and transferred (the “Distribution”) all of their Economic Interests in the Company through the intermediary indirect and direct subsidiaries of CCO to CCO in accordance with the Distribution Plan attached as Exhibit B to the Distribution Agreement.


1. Waiver and Consent. The members and the Manager hereby consent to the Distribution of the Economic Interests in the Company to CCO as an equity distribution and waive any notice requirements with respect to such Distribution contained in the Operating Agreement.

2. Amended and Restated Exhibit B. Exhibit B to the Operating is hereby amended in the form attached to this Amendment to reflect the Economic Interests of the Members immediately following such Distribution.

3. Admission of Member. Charter Communications Operating, LLC is admitted as a Member of the Company as of the Effective Date.

4. General Provisions. This Amendment may be executed in multiple counterparts and delivered by facsimile, and will be governed by and construed in accordance with the laws of the State of Delaware (without considering Delaware choice of law provisions). Except as amended by this Amendment, the Operating Agreement remains in full force and effect.