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10 7. Section 5.6 of the Purchase and Contribution Agreement is hereby amended to read in its entirety as follows: The ownership chert of CCI and its Subsidiaties included as Schedule 5.6 is true and correct in all material respects. Without limiting the generality of the foregoing, CCI is, and as of the Closing either CCI or Charter LLC will be, the record and beneficial owner of all of the issued and outstanding Equity Interests of Charter Holdings, and CCI is, and as of the Closing CCI will be, the record and beneficial owner of all of the issued and outstanding Equity Interests of Charter LLC. 8. Section 6.1(a) is hereby amended by adding the following new subparagraph (1): (10) Tax Status of CC VB. LLC. Take any action that would cause CC VH, LLC to be treated for federal income tax purposes as an entity other than a disregarded entity under Treasury Regulations § 301.7701-3(b)(1)(ii). 9. Clause (I) of Section 6.6(c) of the Purchase and Contribution Agreement is hereby amended to read in its entirety as follows: the definitive Charter LLC Operating Agreement to be effective upon the Closing in accordance with the terms set forth on Exhibit D, with such changes as are appropriate to reflect the assignment by CCI to Chatter LLC of the right to acquire the Purchased Interests, and such additional terms as Buyer and FHGLP may mutually agree, 10. Section 6.6 of the Purchase and Contribution Agreement is hereby amended by adding the following new paragraph (g): (g) On or prior to the Closing, FHGLP shall contribute a one percent (1%) limited partnership interest in Falcon to CC VII, LLC, free and clear of all Encumbrances and subject to the Legal Restrictions. 11. Clause (i) of Section 6.10(h) of the Purchase and Contribution Agreement is hereby amended to read in its entirety as follows: the Cash Consideration allocable (pursuant to Section 2.3(d)) to the membership interest in CC VIL LLC and to the partnership interests in Falcon other than the Contributed Interest, 12. For purposes of this paragraph 12, each of CCI and Charter LLC is refered to as a'Buyer" and CCI and Charter LLC are referred to collectively as the "Buyers." CCI and Charter LLC agree that all obligations specified in the Pumbase and Contribution Agreement as obligations of CCI, including the obligation to pay the Aggregate Consideration and any other amounts payable to Sellers, whether to be performed at, before or after Closing, shall be joint and several obligations of CCI and Charter LLC. All such obligations, including those to pay money, including, without limitation, the Cash Consideration, may be enforced by Sellers against either Buyer individually, and such enforcement shall not be conditioned or contingent upon the -3-