EXHIBIT 10.1


 


EXECUTION VERSION


 








 





 


May
5, 2017


 


Charter
Communications, Inc.

400 Atlantic Street


Stamford,
Connecticut 06901

Attention: Christopher L. Winfrey


 


Re:
Wireless Operational Cooperation Agreement


 


Ladies
and Gentlemen:


 


Comcast
Corporation and Charter Communications, Inc. are each regional cable companies that have from time to time cooperated on business
strategies and initiatives in an effort to better compete against our mutual competitors. We each have planned or have nascent
regional wireless operations that are currently limited to our respective cable distribution footprints conducted through MVNO
agreements, but in order to compete with national wireless operators and to respond to changes in technology and the marketplace,
including possible further consolidation among national wireless competitors, our strategies may need to evolve. The potential
of future technologies presents an opportunity to innovate and compete by increasing choices for, and delivering better value
to, American consumers and businesses, which can be only enhanced by the optimization of our regional network assets to compete
and better provide certain services in a national marketplace.


 


The
parties intend to explore potential areas for operational cooperation in the Cooperation Field. Potential areas will include operational
cooperation (including through MVNOs and other licensed and unlicensed spectrum) to facilitate competitiveness for the benefit
of consumers through common billing and operating platforms, technical standards development and harmonization, handset and tablet
device life cycle management including forward and reverse logistics, and emerging wireless technology platforms.


 


Therefore,
the parties agree that, during the Term (as defined below):


 


		(a)	The parties
will explore potential areas for operational cooperation in the Cooperation Field as described above.



 


		(b)	Except
                                         with the prior consent of the other party, each party will not, and will not permit its
                                         respective controlled affiliates to, (i) discuss with third parties (except such party's
                                         professional advisors) or negotiate any Covered Transaction, regardless of whether such
                                         Covered Transaction would take effect during or after the Term, or (ii) agree to or enter
                                         into any Covered Transaction. For purposes of this letter agreement (this “Letter
                                         Agreement”), (i) “Covered Transaction” means (w) any acquisition,
                                         merger or other transaction (or series of transactions) with a Covered Person (or any
                                         of its controlled affiliates) that contemplates (or would result in) the acquisition
                                         (directly or indirectly) of at least 50% of the voting power or



 


 


 





 


One
Comcast Center   Philadelphia, PA 19103   www.corncastcorporation .com


 




     


    


    

consolidated
assets of any party hereto or a Covered Person, (x) any material transaction in the Cooperation Field ( e.g., investments,
acquisitions, mergers, partnerships, joint ventures or similar transactions) with a transaction value in excess of $50 million
with any Covered Person, (y) any material commercial arrangement in the Cooperation Field (including those relating to MVNO (or
similar) agreements or arrangements) with any Covered Person or (z) any material transaction (e.g.,
investments, acquisitions, mergers, partnerships, joint ventures or similar transactions) with a transaction value
in excess of $200 million in which the direct or indirect purchase by a party hereto (or one of its controlled affiliates) of
wireless spectrum constitutes at least a majority of the transaction value, and (ii) “Covered Person” means
a national mobile wireless carrier or any person or entity that has a material ownership interest therein.


 


		(c)	In the
event that a party (or any of its controlled affiliates) has any contact directly or indirectly with a third party (except such
party's professional advisors) regarding any Covered Transaction, that party will promptly inform the other party of the opportunity
and keep the other informed in all material respects of any such discussions, it being understood that if a party (or any of its
controlled affiliates) is approached such party may receive information, so long as such party does not engage in negotiations
or make proposals or initiate the contact without the involvement or permission of the other party.



 


		(d)	Except
with the prior written consent of the other party, each party will not, and will not permit its respective controlled affiliates
to, enter into an agreement substantially similar in nature and scope to this Letter Agreement with any MSO.



 


		(e)	Notwithstanding
the foregoing, with respect to any Covered Transaction described in clauses (x), (y) or (z) of the definition thereof, (i) if
the parties following good faith discussion cannot agree on a common position for negotiations or agreement with a third party,
and one party sends the other party a written notice to that effect, the respective Chief Executive Officers of the parties will
attempt in good faith to resolve such disagreement within 30 days from the date of such notice, and (ii) if a common position
has not been agreed within such 30-day period, then, after the date that is six months after the date hereof through the remainder
of the Term, each party may engage in discussions and negotiations with such third party on its own and may agree to or enter
into such Covered Transaction during the Term if, in the case of this clause (B), such party offers the other party an opportunity
to participate in such Covered Transaction on substantially similar terms and the other party does not accept such offer and/or
agree to such Covered Transaction within ten days of such offer and receipt of relevant related information.



 


For
purposes of this Letter Agreement, “Cooperation Field” means
developing and/or selling mass-market handset or tablet-based mobile wireless communications products and services for customers
within the United States (for the avoidance of doubt, excluding such products and services primarily related to the creation,
production or distribution of content). Each party will promptly appoint appropriate corporate and operational representatives
to manage the parties' respective efforts under this Letter Agreement.


 




    2 


    


    

The
parties hereby acknowledge and agree that nothing contained in this Letter Agreement shall be deemed to do any of the following:


 


(i) 
require any party to take any action (or refrain from taking any action) that would reasonably be expected to violate applicable
law, regulation, order or decree (including applicable communications, competition and antitrust laws and regulations) ("Applicable
Law"), and in connection with performance of its obligations hereunder no party shall take any action (or refrain from
taking any action) that violates Applicable Law (or would cause the other party or its affiliates to be in violation of) any Applicable
Law;


 


(ii)  
require any party to take any action (or refrain from taking any action) that would reasonably be expected to violate any
contractual obligations (including confidentiality obligations) owed by such party or its affiliates existing as of the date hereof
(and each party represents and warrants to the other party that it knows of no such contractual obligations (other than confidentiality
obligations) that would reasonably be expected to be so violated);


 


(iii)  in
any way limit, modify, restrict or impair, or require such party to cooperate with the other party with respect to, such party's
development and/or delivery of wireless services for its cable customers through the exercise or implementation of any rights
under each party's mobile virtual network operator agreement with Verizon as existing on the date hereof (as the same may be amended,
modified or supplemented from time to time as may be necessary in order to continue to be able to develop and/or deliver the mobile
wireless services for its cable customers that have been publicly announced as of the date hereof; provided  that no such
amendment, modification or supplement fundamentally changes the nature of such agreement) (an “Existing MVNO Agreement”),
including (1) the right to offer, promote, market or sell mobile wireless services pursuant to any Existing MVNO Agreement and
any services ancillary thereto ( e.g., access to WiFi networks or hot-spots, alarm systems or Internet-of-Things connectivity)
or (2) entering into any agreement or arrangement with any equipment manufacturers, OEMs, content or software application providers
or other third parties in support of or in connection with the offering, promotion, marketing or sale of any mobile wireless services
pursuant to any Existing MVNO Agreement or services ancillary thereto; or


 


(iv)  
in any way limit, modify, restrict or impair, or require such party to cooperate with the other party with respect to,
(i) ordinary course transactions or (ii) non-strategic transactions for small-cell backhaul, hosting or leasing.


 


This
Letter Agreement shall be effective upon the execution hereof and expire at the end of the day on the first anniversary of the
date of this Letter Agreement (the “Term”), unless the parties mutually agree in writing to extend the Term.
This Letter Agreement may be terminated by mutual written consent of both parties or by either party upon written notice if the
other party materially breaches its obligations hereunder. Notwithstanding the foregoing, (i) this paragraph and all succeeding
paragraphs and (ii) any liability of a party for a breach of this Letter Agreement shall survive any such expiration or termination.


 


Each
party represents and warrants to the other party that (a) the execution and delivery of, and performance by such party of its
obligations under, this Letter Agreement, are within such


 




    3 


    


    

party's
corporate powers and have been duly authorized by all necessary corporate action, (b) assuming the due authorization, execution
and delivery of this Letter Agreement by the other party, this Letter Agreement constitutes a valid and binding agreement of such
party, enforceable against such party in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other Applicable Law affecting creditors' rights generally and general principles of equity), and
(c) the execution and delivery of, and performance by such party of its obligations under, this Letter Agreement, will not (i)
violate any of such party's or any of its controlled affiliates' organizational documents, (ii) violate any Applicable Law or
(iii) breach (with or without notice or lapse of time or both) any contract, consent decree or other document binding on such
party or any of its controlled affiliates, in the case of clauses (ii) and (iii), in any respect material to such party and its
controlled affiliates, taken as a whole.


 


Each
party shall not disclose, and shall not permit its controlled affiliates to disclose, and shall cause its and their respective
officers, directors, employees, accountants, counsel, consultants, advisors and agents (collectively, “Representatives”)
to not disclose, any Confidential Information (as defined below), except that (i) a party may disclose Confidential Information
to its controlled affiliates and its and their respective Representatives who need to know such Confidential Information for the
purpose of advising such party in connection with its operations in the Cooperation Field as long as such party advises them of
the confidential nature thereof and of the terms of this paragraph, and direct them to hold such Confidential Information in accordance
with the terms of this paragraph, and (ii) a party, its controlled affiliates and its and their respective Representatives may
disclose Confidential Information to the extent required by Applicable Law (including judicial or administrative process) or the
rules of any stock exchange on which such party's equity securities are traded (based on the advice of outside counsel); provided
that the disclosing party shall provide advance notice to the other party of any such proposed disclosure (unless notice is
prohibited by Applicable Law), shall consider the other party's comments to such proposed disclosure in good faith, shall reasonably
cooperate, at the other party’s expense, in connection with the other party's efforts to obtain promptly any reasonably
available confidential treatment and/or a protective order, and, in the absence of obtaining confidential treatment or a protective
order, may only disclose that portion of the Confidential Information that is required to be so disclosed. Notwithstanding the
foregoing, Comcast's obligations hereunder shall not be deemed to be breached by any disclosure by NBCUniversal Media, LLC or
any of its other affiliates in the ordinary course of their business of disseminating news and information; provided that
the individuals involved in such dissemination received such information from a source other than personnel of Comcast, any of
its controlled affiliates or any of its or their respective Representatives that were involved in the negotiation of this Letter
Agreement or the cooperation or other transactions contemplated hereby. In addition, each party shall not use, and shall not permit
its controlled affiliates to use, and shall cause its and their respective Representatives to not use, the other party's Confidential
Information for any purpose other than solely for the purpose of the cooperation between the parties described in this Letter
Agreement. Each party agrees that it shall be liable for any breach by its controlled affiliates and its and their respective
Representatives of the terms of this paragraph, in each case, as if such party had committed such breach itself.


 


For
purposes of this Letter Agreement, “Confidential Information” means all information, documents and materials
obtained in connection with the subject matter of this Letter Agreement and/or the parties’ performance hereunder, whether printed
or in machine-readable form or otherwise, including but not limited to specifications, performance metrics, processes, hardware,


 




    4 


    


    

software,
inventions, trade secrets, ideas, designs, research, know-how, production plans, usage data, policies, programs and procedures
relating to and including but not limited to organizational structure, management, network designs, bandwidth or spectrum requirements,
customer service methods, internal communication processes and technology tools, and any information that may be found in analyses,
compilations, studies or other documents prepared by the party disclosing the Confidential Information. Notwithstanding the foregoing,
“Confidential Information” shall not include information (i) that can be shown to be publicly available through
no fau party or any of its controlled affiliates or Representatives or (ii) that is at any time (including prior to the date hereof)
disclosed on a non-confidential basis to such party from a source that owes no contractual, legal or fiduciary duty to the disclosing
party to keep such information confidential or (iii) that can be shown by such party to have been developed by or derived by the
receiving party without use of, or reference to, the other party's Confidential Information. No license or other rights to Confidential
Information are granted or implied hereby and the applicable disclosing party retains all of its rights therein. Within 10 business
days of receipt of disclosing party's written request, disclosing party will either return or destroy all tangible Confidential
Information, including but not limited to all electronic files, documentation, notes, plans, drawings and copies thereof, and
will provide the disclosing party with written certification that all such Confidential Information has been destroyed or returned.


 


The
parties acknowledge and agree that this Letter Agreement will be publicly disclosed promptly following the execution hereof pursuant
to a mutually agreed press release. Except as required by Applicable Law, the parties shall coordinate on all subsequent public
statements regarding the matters described in this Letter Agreement that include additional or different information than previously
included in an agreed release, and shall afford the other a reasonable opportunity to comment on any such statements before release.


 


Each
of the parties hereby acknowledges and agrees that (i) there is no current agreement among the parties for (and that this Letter
Agreement does not require) any party to take any specific action, other than to comply with its obligations set forth herein,
and (ii) neither party is acting as a financial adviser, investment advisor, consultant or fiduciary to the other party, its affiliates
or any other person or entity. Nothing contained in this Letter Agreement shall be construed as creating a partnership, joint
venture, agency, trust or other association of any kind between the parties, and neither party shall act or represent or hold
itself out as having authority to act as an agent or partner of the other party or in any way bind or commit the other party to
any responsibility or obligation.


 


As
used in this letter agreement, the term “affiliate”means, with respect to any person or entity, any other person
or entity that controls, is controlled by, or is under common control with such first person or entity, and the term “control”
means the power to direct or cause the direction of the management and policies of a person or entity, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise (and “controlled” and “controlling”
have correlative meanings).


 


This
Letter Agreement shall be governed, construed and enforced in accordance with the laws of the State of New York without regard
to the principles of conflict of law or choice of law thereof, and agrees to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for any disputes arising out of or related to this Letter Agreement (or only if either
(a) such court declines to accept subject matter jurisdiction to hear any such dispute, or (b)


 




    5 


    


    

the
parties agree that such court lacks subject matter jurisdiction, the Supreme Court of the State of New York, New York County Commercial
Division). Without prejudice to any other rights for remedies which a party may have under this Letter Agreement, the parties
acknowledge and agree that damages would not be an adequate remedy for any breach of this Letter Agreement and that a non-breaching
party shall be entitled to specific performance to enforce the provisions hereof without the need to post a bond or other security.


 


This
Letter Agreement may not be assigned by any party without the prior written consent of the other party. This Letter Agreement
may not be amended or modified except in writing executed by each of the parties hereto. Any notices under this Letter Agreement
shall be sent by hand, overnight courier, facsimile (with confirmation ofreceipt) or email (with confirmation of receipt) to the
applicable Team Leader with copy to the General Counsel at the applicable address listed above (in each case with copies to Steven
Cohen at Wachtell, Lipton, Rosen & Katz in the case of Charter
and Tom Reid at Davis Polk & Wardwell LLP in the case of Comcast).


 


This
Letter Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute
one agreement. Delivery of a counterpart hereof via electronic mail shall be as effective as delivery of a manually executed counterpart
hereof.


 


 


 


[Remainder
of Page Intentionally Blank]


 




    6 


    


    







If
the foregoing terms are acceptable to you, please so indicate by countersigning
below and returning a copy of this Letter Agreement, so countersigned, to Comcast.


 


	 	Very truly yours,	 
	 	 	 
	 	COMCAST  CORPORATION	 
	 	 	 
	 	 	 
	 	By :	/s/ Brian L. Roberts	 
	 	 	Name:	Brian L. Roberts	 
	 	 	Title:	Chairman and Chief Executive Officer	 





 


	ACCEPTED
    AND AGREED:
	 
	CHARTER COMMUNICATIONS,
    INC.
	 	 
	 	 
	By:	/s/ Thomas M. Rutledge	 
	 	Name:	Thomas
    M. Rutledge	
	 	Title:	Chairman
    and Chief Executive Officer