Exhibit 10.2 Waiver and Amendment


    
      Exhibit
        10.2

      
 

      
        WAIVER
          AND AMENDMENT

         

        WAIVER
          AND AMENDMENT, dated as of January 26, 2006 (this "Amendment"),
          to
          (a) the Senior Bridge Loan Agreement, dated as of October 17, 2005 (the
          "Loan
          Agreement"),
          by
          and among CCO HOLDINGS, LLC, a Delaware limited liability company (the
          "Borrower"),
          CCO
          HOLDINGS CAPITAL CORP., a Delaware corporation and a wholly-owned Subsidiary
          of
          the Borrower (the "Guarantor"
          and,
          together with the Borrower, the "Loan
          Parties"),
          the
          several banks and other financial institutions or entities from time to
          time
          parties thereto (the "Lenders"),
          JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, together
          with any successor, the "Administrative
          Agent"),
          J.P.
          MORGAN SECURITIES INC. and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as joint
          lead
          arrangers and joint bookrunners, and DEUTSCHE BANK SECURITIES INC., as
          documentation agent. Capitalized terms used but not defined herein shall
          have
          the meanings given to them in the Loan Agreement. 

         

        W
          I T
          N E S S E T H:

         

        WHEREAS,
          CCH II, LLC, a Delaware limited liability company and CCH II Capital Corp.,
          a
          Delaware corporation propose to issue at least $400.0 million of (i) senior
          notes due 2013 (the
          "2013 Notes"),
          or
          (ii) senior notes due 2010 (the "2010
          Notes"
          and,
          together with the 2013 Notes, the "Notes");

         

        WHEREAS,
          CCH II will utilize the net proceeds received from the issuance of the
          Notes to
          make an intercompany loan to Charter Communications Operating, LLC
          ("CCO")
          with
          CCO utilizing 100% of such net proceeds to reduce revolving loans (but
          not
          revolving commitments) under the $6.5 billion Amended and Restated Credit
          Agreement dated as of March 18, 1999, amended and restated as of April
          27, 2004,
          by and among CCO, as borrower, JPMorgan Chase Bank, N.A., as administrative
          agent, and the other parties thereto. 

         

        WHEREAS,
          the Loan Parties, the Lenders and the Administrative Agent have agreed
          to waive
          certain provisions of the Loan Agreement in accordance with Section 9.1
          in order
          to permit the transactions described in the foregoing paragraph. 

         

        NOW,
          THEREFORE, the parties hereto agree as follows:

         

        1. Amendments
          to Loan Agreement.
          The
          Loan Agreement is hereby amended as set forth below:

         

        (a) Section
          1.1 of the Loan Agreement is hereby amended by inserting therein the following
          definitions in proper alphabetical order:

         

        "CCH
          II
          Notes Transaction"
          means
          the issuance in January 2006 of at least $400.0 million of senior notes
          due 2013
          (or senior notes due 2010; collectively, the "CCH
          II
          Notes")
          by CCH
          II and CCH II Capital Corp. and the related application of 100% of the
          net
          proceeds thereof by CCO to reduce revolving loans (but not revolving
          commitments) under the Credit Agreement, provided
          that the
          $400.0 million minimum (and the related net proceeds) shall be reduced
          dollar
          for dollar to the extent the outstanding principal amount of Charter Holdings’
          8.250% Senior Notes Due 2007 is reduced as a result of private exchanges
          for CCH
          II Notes on or prior to the date of such issuance. 

         

        "CCO"
          mean
          Charter Communications Operating, LLC, a Delaware limited liability company,
          and
          any successor person thereto. 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        "CCO
          Intercompany Loan"
          means
          an intercompany loan made to CCO by CCH II in connection with the CCH II
          Notes
          Transaction; provided
          that (i)
          the note evidencing such intercompany loan may be upstreamed to any Parent
          and
          (ii) such intercompany loan shall be (x) evidenced by a note in the form
          of
Exhibit
          J
          and (y)
          subject to the terms of an intercreditor agreement for the benefit of the
          Lenders in the form of Exhibit
          K.
          

         

        (b) Section
          6.9 of the Loan Agreement is hereby amended by:

         

        (i) 
          adding a
          new clause (11) at the end of the second paragraph thereof to read as
          follows:

         

        (11)
          the
          incurrence by CCO of the CCO Intercompany Loan; provided
          that any
          payment in respect thereof (including interest thereon) is used solely
          to (i)
          pay principal and/or interest on the Notes or (ii) make (or fund) a payment
          described in clause (9) of the second paragraph of Section 6.6. 

         

        (ii) replacing
          the phrase "in clauses (1) through (10) above" in the third paragraph thereof
          with the phrase "in clauses (1) through (11) above".

         

        (c) The
          Loan
          Agreement is hereby amended by adding thereto (i) a new Exhibit J titled
          "Form
          of Subordinated Note" in the form attached hereto as Exhibit A, and (ii)
          a new
          Exhibit K titled "Form of Agreement with Respect to Subordinated Notes"
          in the
          form attached hereto as Exhibit B. 

         

        2. Waiver
          of Section 2.3(b) of the Loan Agreement.
          The
          requirement set forth in Section 2.3(b) of the Loan Agreement that the
          Total
          Commitments be reduced by 100% of the proceeds from the issuance of the
          Notes is
          hereby waived and the Total Commitments shall be reduced by 100% of the
          gross
          proceeds from the issuance of the Notes in excess of $275.0 million. It
          is
          further acknowledged that to the extent the net proceeds of the issuance
          of the
          Notes are used to fund the CCO Intercompany Loan and such CCO Intercompany
          Loan
          is distributed to Charter Holdings, such portion of the issuance shall
          not
          constitute an additional Specified Offering pursuant to clause 1(c) of
          the
          definition thereof. 

         

        3. Consent.
          The
          Required Lenders hereby consent to the execution and delivery of this Amendment
          by the Administrative Agent and the Loan Parties.

         

        4. Effectiveness.
          This
          Amendment will become effective as of the date first set forth above upon
          the
          Administrative Agent having received counterparts of this Amendment duly
          executed and delivered by the Loan Parties and the Required Lenders;
provided
          that
          this Amendment shall automatically terminate and be of no effect if the
          CCH II
          Notes Transaction (as defined in Section 1(a) hereof) shall not have occurred
          on
          or before January 31, 2006. 

         

        5. Continuing
          Effect.
          Except
          as expressly amended and modified hereby, the Loan Agreement shall continue
          to
          be and shall remain in full force and effect in accordance with its
          terms.

         

        6. Representations
          and Warranties.
          On and
          as of the date hereof after giving effect to this Amendment, the Borrower
          hereby
          represents and warrants to the Lenders that each of its representations
          and
          warranties contained in Section 4 of the Loan Agreement or in any certificate,
          document or financial or other statement furnished at any time under, or
          in
          connection therewith, are true and correct in all material respects on
          and as of
          such date as if made on and as of such date, except to the 

         

        
          
            
            

          

          
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          extent
            that such representations and warranties specifically relate to an earlier
            date,
            in which case such representations and warranties shall be true and correct
            in
            all material respects as of such earlier date.

        

         

        7. GOVERNING
          LAW.
          THIS
          AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
          WITH, THE LAWS OF THE STATE OF NEW YORK.

         

        8. Counterparts.
          This
          Amendment may be executed by the parties hereto on any number of separate
          counterparts and all of said counterparts taken together shall be deemed
          to
          constitute one and the same instrument.

         

        9. Expenses.
          The
          Loan Parties jointly and severally agree to pay or reimburse the Administrative
          Agent for all of its out-of-pocket costs and reasonable expenses incurred
          in
          connection with this Amendment, any other documents prepared in connection
          herewith and the transactions contemplated hereby, including, without
          limitation, the reasonable fees and disbursements of counsel to the
          Administrative Agent.


        
          
            
            

          

          
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        IN
          WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
          executed and delivered by their respective proper and duly authorized officers
          as of the day and year first above written.

         

        CCO
          HOLDINGS, LLC, as Borrower

         

        By:  /s/
          Eloise Schmitz        

        Name: Eloise
          Schmitz

        Title:
          Senior Vice-President

         

        CCO
          HOLDINGS CAPITAL CORP., as Guarantor

         

        By:   /s/
          Eloise Schmitz            

        Name: Eloise
          Schmitz

        Title:
          Senior Vice-President

         

        JPMORGAN
          CHASE BANK, N.A., as Administrative Agent and Lender

         

        By:   /s/
          Tracey Navin Ewing    

        Name: Tracey
          Navin Ewing

        Title:
          Vice President

        


        CREDIT
          SUISSE, CAYMAN ISLANDS BRANCH, as Lender

         

        By:  /s/
          Alexis Maged        

        Name: Alexis
          Maged

            Title: 
          Managing Director

         

        By:  /s/
          Adam Forchheimer    

        Name: Adam
          Forchheimer

        Title: 
          Vice
          President


        
          
            
            

          

          
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        DEUTSCHE
          BANK AG CAYMAN ISLANDS BRANCH, as Lender

         

        By:  /s/
          David Mayhew

        Name: David
          Mayhew

        Title: 
          Managing
          Director

         

        By:  /s/ Stephen
          Cayer        

        Name: Stephen
          Cayer

        Title: 
          Director

        



        
          
            
              


            

            
            

          

          
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        EXHIBIT
          A
          to Waiver and Amendment to Senior Bridge Loan Agreement

        January
          [
          ], 2006

        


        


        EXHIBIT
          J

        FORM
          OF SUBORDINATED NOTE

        


        



        
          
            
              


            

            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        



        EXHIBIT
          B
          to Waiver and Amendment to Senior Bridge Loan Agreement

        January
          [
          ], 2006

        


        EXHIBIT
          K

        FORM
          OF AGREEMENT WITH RESPECT TO SUBORDINATED NOTES