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S-4
INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016
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AMENDMENT TO

LIMITED LIABILITY COMPANY AGREEMENT

OF

CCO SOCAL VEHICLES, LLC

This Amendment (this “Amendment”) to the Limited Liability Company Agreement of CCO SoCal Vehicles, LLC (the “Company”), dated as of August 1, 2011 (the “Limited Liability Company 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, Charter Communications Operating, LLC (“CCO”) and Charter Communications, Inc., the Manager of the Company.

RECITALS

1. The Company is an indirect subsidiary of CCO.

2. Immediately prior to the Effective Date and the Distribution (defined below), 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 as of 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.

4. As of the Effective Date, pursuant to that Contribution and Assignment and Assumption Agreement dated as of December 31, 2011 (the “Contribution Agreement”), by and between CCO and CCO SoCal I, LLC (“SoCal I”), immediately following the Distribution, CCO contributed and transferred (the “Contribution”) all of its Economic Interests in the Company to SoCal I.

Amendment

1. Waiver and Consent (Distribution). 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 Limited Liability Company Agreement.

2. Waiver and Consent (Contribution). CCO and the Manager hereby consent to the Contribution of the Economic Interests in the Company to SoCal I as an equity contribution and waive any notice requirements with respect to such Contribution contained in the Limited Liability Company Agreement.