AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
CCH
II CAPITAL CORP.
The
undersigned, Richard R. Dykhouse, certifies that he is the Vice President,
Associate General Counsel and Corporate Secretary of CCH II Capital Corp., a
corporation organized and existing under the laws of the State of Delaware (the
"Corporation"), and does hereby further certify as of the 30th day
of November, 2009:
(1) The name
of the Corporation is CCH II Capital Corp. and the original Certificate of
Incorporation of the Corporation was filed with the Secretary of State of the
State of Delaware on July 9, 2003.
(2) This
Amended and Restated Certificate of Incorporation amends and, as amended,
restates in its entirety the Certificate of Incorporation and has been duly
proposed by resolutions adopted and declared advisable by the Board of Directors
of the Corporation and duly executed and acknowledged by the officers of the
Corporation in accordance with Sections 242, 245 and 303 of the General
Corporation Law of the State of Delaware.
(3) The text
of the Certificate of Incorporation of the Corporation is hereby amended and
restated to read in its entirety as follows:
FIRST: NAME
The name
of the corporation is CCH II Capital Corp. (the "Corporation").
SECOND: REGISTERED
OFFICE
The
registered office of the Corporation is located at 2711 Centerville Road, Suite
400, City of Wilmington, New Castle County, State of Delaware
19808. The name of its registered agent at such address is
Corporation Service Company.
THIRD: PURPOSE
The
purpose of the Corporation is to engage in any lawful act or activity for which
a corporation may be organized under the General Corporation Law of the State of
Delaware as set forth in Title 8 of the Delaware Code (the "GCL").
FOURTH: CAPITAL
STOCK
The total number of shares of stock
that the Corporation shall have authority to issue is one hundred (100) shares
of common stock with a par value of $.01 per shares.
Notwithstanding anything to the
contrary in this Certificate of Incorporation, the Corporation shall not issue
nonvoting equity securities to the extent prohibited by Section 1123(a)(6) of
the Bankruptcy Code (11 U.S.C. § 1123(a)(6)). The prohibition on the
issuance of
nonvoting
equity securities is included in this Certificate of Incorporation in compliance
with Section 1123(a)(6) of the Bankruptcy Code (11 U.S.C. §
1123(a)(6)).
FIFTH: DIRECTORS
The number of directors which shall
constitute the whole Board of Directors shall be fixed by, or in the manner
provided in, the Bylaws of the Corporation.
SIXTH: BYLAWS
The Board
of Directors may from time to time adopt, make, amend, supplement or repeal the
Bylaws, except as provided in this Certificate of Incorporation or in the
Bylaws. Unless and except to the extent that the Bylaws of the
Corporation shall so require, the election of directors of the Corporation need
not be by written ballot.
SEVENTH: INDEMNIFICATION
The Corporation shall, to the full
extent permitted by Section 145 of the Delaware GCL, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto.
EIGHTH: AMENDMENT,
ETC.
The
Corporation reserves the right at any time, and from time to time, to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation in the manner now or hereafter authorized by the laws of the State
of Delaware. All rights, preferences and privileges herein conferred
are granted subject to this reservation.
IN
WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation, which
restates, integrates and further amends the provisions of the Certificate of
Incorporation of the Corporation, and which was duly adopted in accordance with
Sections 242, 245 and 303 of the General Corporation Law of the State of
Delaware.
CCH II CAPITAL
CORP.
By: /s/Richard
R. Dykhouse
Name: Richard R.
Dykhouse
Title: Vice
President, Associate
General Counsel and
Corporate Secretary