AMEND. TO AMENDED & RESTATED MANAGEMENT AGREEMENT



 


Exhibit 10.5(b)


SECOND AMENDED MANAGEMENT AGREEMENT



THIS SECOND AMENDED
MANAGEMENT AGREEMENT (this “Agreement”) is made as of the
8th day of November, 1999 by and among Charter
Investment, Inc., a Delaware corporation (formerly known as Charter
Communications, Inc.) (“Investment”), Charter
Communications, Inc., A Delaware Corporation (“CCI”), and
Charter Communications Operating, LLC, a Delaware limited liability
company (“Charter Operating”).


RECITALS



A.   Investment
and Charter Operating entered into an Amended and Restated Management
Agreement dated as of March 17, 1999 (the “Management
Agreement”).



B.   In
connection with an initial public offering of CCI common stock, the
parties wish to amend the Management Agreement and CCI wishes to
acquire all of Investment’s right, title and interest under the
Management Agreement and to assume all of Investment’s
obligations and liabilities under the Management Agreement.



NOW,
THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for the other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:



1.   Amendment.
Upon the Effective Date (as defined below), the first paragraph of
Section 3(a) of the Management Agreement shall be amended to
read as follows:



“All
expenses, costs, losses, liabilities or damages incurred with respect
to the ownership or operation of the Cable Systems, including,
without limitation, wages, salaries and other labor costs incurred
in the construction, maintenance, expansion or operation of the
Cable Systems, or personnel working on special projects or services
for the Company, will be paid by the Company and, to the extent that
the Manager pays or incurs any obligation for any such expenses,
costs, losses, liabilities or damages, the Company, subject to the
limitations set forth in Section 5, will pay or reimburse the
Manager therefor, as well as for any reasonable out-of-pocket
expenses incurred by the Manager in the performance of its
obligations under this Agreement. Subject to the payment priority
provisions of this Section 3, the Company agrees to pay the
Manager such costs and expenses, which shall include all the costs,
expenses, liabilities and damages incurred by the Manager in
performing its obligations hereunder and any payments that the
Manager may become obligated to pay pursuant to the Mutual Services
Agreement (the “Management Expenses”) monthly in arrears.
Accrual of such Management Expenses shall commence upon the Effective
Date (as defined below) of this Agreement. The Management Expenses
payable pursuant to this paragraph for any month shall be reduced by
the amount of any management fees and expenses of a subsidiary of the
Company and separately paid to the Manager for



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                  such month pursuant to a separate
management agreement between the Manager and a subsidiary of the
Company.”


     
2.     Assignment and
Assumption of Management Agreement.




	 	(a)	 	Upon the Effective Date,
Investment hereby fully and completely assigns to CCI all of
Investment’s right, title and interest in and to, and its
obligations under, the Management Agreement.
	 
	 	(b)	 	Upon the Effective Date, CCI
hereby fully and completely assumes all of Investment’s right, title
and interest in and to, and agrees to perform when due, all
obligations of Investment under, the Management Agreement.





     
3.     Mutual Services
Agreement.   Nothing contained herein shall affect
Investment’s obligations under the Mutual Services Agreement
dated as of the date hereof.



     
4.     Effective Date.
  This Agreement shall become effective only upon the closing (the
“Effective Date”) of the initial public offering of CCI as
contemplated by its Registration Statement on Form S-1 filed
with the Securities and Exchange Commission. If such closing does not
occur for any reason, or has not occurred by January 1, 2000,
this Agreement shall be of no force or effect and none of Investment,
CCI or Charter Operating shall have any rights, obligations or
liabilities under or arising out of this Agreement.



     
5.     Amendments.
  This Agreement cannot be amended, waived, or terminated except by a
writing signed by all parties.



     
6.     Counterparts.
  This Agreement may be executed in two or more separately executed
counterparts, which may include faxed signature pages, each of which
counterparts shall be deemed an original, but all of which together
shall constitute one and the same instrument.




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          IN WITNESS WHEREOF, the parties hereto have caused this Second Amended
Management Agreement to be duly executed and delivered as of the date first
above written and effective as of the Effective Date.




	 	 	 	 
	 	CHARTER INVESTMENT, INC.,

a Delaware corporation
 

 

	 	By:	 	/s/ Curtis S.
Shaw

Name: Curtis S. Shaw
Title:
Senior Vice President

	 
	 	CHARTER COMMUNICATIONS, INC.,

a Delaware corporation
 

 

	 	By:	 	/s/ Marcy
Lifton

Name: Marcy Lifton
Title:
Vice President

	 
	 	CHARTER COMMUNICATIONS OPERATING,
LLC,

a Delaware limited liability company

 

 

	 	By:	 	/s/ Marcy
Lifton

Name: Marcy Lifton
Title:
Vice President