exhibit10_5.htm


     

    Exhibit
10.5



     

     

    THIRD
AMENDMENT TO RESTRUCTURING AGREEMENT

     

    THIS
THIRD AMENDMENT TO RESTRUCTURING AGREEMENT (this “Amendment”‘) is made
and entered into as of October 13, 2009, by and between the following
parties:

     

    
      	
               
      

            	
              (a)

            	
              [Insert
      Name of Bondholder] (the “Undersigned
      Holder”); and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Charter
      Communications, Inc., a Delaware corporation (“CCI”), and each
      of its direct and indirect subsidiaries identified on the signature pages
      attached hereto (collectively, the “Company” and
      the Undersigned Holder and the Company, each, a “Party”, and
      collectively, the “Parties”).

            


    

     

    RECITALS

     

    WHEREAS, the Company and the
Undersigned Holder are parties to that certain Restructuring Agreement dated as
of February 11, 2009, as amended on July 30, 2009 and September 22, 2009 (as so
amended, the “Agreement”) governing
certain matters regarding the proceedings commenced on March 27, 2009 (the
“Petition
Date”) upon the filing by CCI and certain of its direct and indirect
subsidiaries (collectively, the “Debtors”‘) of a
voluntary petition for relief pursuant to chapter 11 of title 11 of the United
States Code in the United States Bankruptcy Court for the Southern District of
New York (the “Bankruptcy
Court”);

     

    WHEREAS, pursuant to the
Agreement, the Undersigned Holder agreed to support a plan of reorganization
consistent in all material respects with, and on terms and conditions no less
favorable than, the terms and conditions set forth in the Agreement and the Term
Sheet incorporated therein;

     

    WHEREAS, in accordance with
the Agreement, on March 27, 2009, the Debtors filed the Debtors’ Joint Plan
of Reorganization Pursuant to chapter 11 of title 11 of the United
States Code, which plan of reorganization has subsequently been modified in
accordance with the Agreement, including the non-material modifications to the
plan of reorganization filed with the Bankruptcy Court on May 7, 2009 and
July 15, 2009 (as the same may be amended from time to time in accordance
with the terms of the Agreement, the “Plan”);
and

     

    WHEREAS, the Parties hereto
wish to amend the Agreement to the extent provided herein.

     

    AMENDMENT TO THE
AGREEMENT

     

    NOW, THEREFORE, in
consideration of these premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereto
agree as follows:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    1.  The Company’s
Responsibilities.  Section (4)(b)(v)
of the Agreement is hereby amended and restated in its entirety to read as
follows:

     

    
      	
               
      

            	
              “(v)

            	
              cause
      the Effective Date of the Plan to occur no later than on or before
      November 2, 2009; provided, that if consents,
      approvals or waivers required to be obtained from governmental authorities
      in connection with the Plan with respect to Franchises, licenses and
      permits covering areas serving at least 80% of the basic subscribers have
      not been obtained on or before November 2, 2009, then cause the Effective
      Date of the Plan to occur no later than on or before December 15,
      2009; and”

            


    

     

    2. Termination.  Section (8)(a)(vii)
of the Agreement is hereby amended and restated in its entirety to read as
follows:

     

    
      	
               
      

            	
              “(vii)

            	
              the
      later of either (a) the Effective Date shall not have occurred on or
      before November 2, 2009 or (b) if consents, approvals or waivers
      required to be obtained from governmental authorities in connection with
      the Plan with respect to Franchises, licenses and permits covering areas
      serving at least 80% of the basic subscribers have not been obtained on or
      before November 2, 2009, and all other conditions precedent to the
      Effective Date shall have been satisfied before November 2, 2009 or waived
      by the Requisite Holders (other than those conditions that by their nature
      are to be satisfied on the Effective Date), then the Effective Date shall
      not have occurred on or before
      December 15,  2009;”

            


    

     

    MISCELLANEOUS

     

    4. Definitions.  Capitalized terms
used in this Amendment, but not otherwise defined herein, shall have the
meanings set forth in the Agreement.

     

    5. Full
Force and Effect.  Except as amended
by this Amendment, the Agreement continues in full force and effect, and the
Parties hereto hereby ratify and confirm the Agreement, as amended
hereby.  All reference to the “Agreement,” “herein,” “hereof,”
“hereunder” or words of similar import in the Agreement shall be deemed to
include the Agreement as amended by this Amendment.

     

    6. Execution
of this Amendment.  This Amendment
may be executed and delivered (by facsimile or otherwise) in any number of
counterparts, each of which, when executed and delivered, shall be deemed an
original, and all of which together shall constitute the same
agreement.  Except as expressly provided in this Amendment, each
individual executing this Amendment on behalf of a Party has been duly
authorized and empowered to execute and deliver this Amendment on behalf of said
Party.

     

    7. Governing
Law; Consent to Jurisdiction and Venue.  THIS AMENDMENT IS
TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT
GIVING EFFECT TO THE CHOICE OF LAWS PRINCIPLES THEREOF.  By its
execution and delivery of this Amendment, each of the Parties 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      hereto
hereby irrevocably and unconditionally agrees for itself that any legal action,
suit or proceeding with respect to any matter under or arising out of or in
connection with this Amendment or for recognition or enforcement of any judgment
rendered in any such action, suit or proceeding, shall be brought exclusively in
the Bankruptcy Court in the Southern District of New York.  By
execution and delivery of this Amendment, each of the Parties hereto hereby
irrevocably accepts and submits itself to the exclusive jurisdiction of such
court, generally and unconditionally, with respect to any such action, suit or
proceeding.

    

     

    8. Captions:
Construction.  The headings of
Sections in this Amendment are provided for convenience only and shall not
affect its construction or interpretation.

     

    9. No Third
Party Beneficiaries.  This Amendment is
for the sole benefit of the Parties hereto and their permitted assigns and
nothing herein, express or implied, is intended to or shall confer upon any
other person any legal or equitable benefit, claim, cause of action, remedy or
right of any kind.

     

    10. Entire
Agreement.  The Agreement, as
amended by this Amendment, supersedes all prior agreements between the Parties
hereto with respect to its subject matter and constitutes a complete and
exclusive statement of the terms of the agreement between the Parties with
respect to their subject matter.

     

    11. Retroactive
Effect.  This Amendment
shall be deemed to have been executed prior to the Petition Date and the Parties
agree that under no circumstances shall the Agreement, as amended by this
Amendment or otherwise, be treated as a postpetition agreement.

     

    12. Commitment
Letter.  The Undersigned
Holder acknowledges for itself and its affiliates that references to the
Agreement in the commitment letter, dated February 11, 2009, by and among
CCI, CCH I, LLC, CCH II, LLC, Charter Communications Operating, LLC and the
Undersigned Holder (or one or more of its affiliates), as amended, shall be
deemed to refer to the Agreement as amended by this Amendment.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Parties have entered into this Amendment on the day and
year first written above.

     

    CHARTER
COMMUNICATIONS, INC. 

    CCH I,
LLC

     

    
      	
               
      

            	
              By:

            	_________________ 


    

    
      	
               
      

            	
              Name:

            	
              Eloise
      Schmitz

            


    

    
      	
               
      

            	
              Title:

            	
              Chief
      Financial Officer

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              CCH
      II, LLC

            


    

     

    
      	
               
      

            	
              By:

            	__________________ 


    

    
      	
               
      

            	
              Name:

            	
              Eloise
      Schmitz

            


    

    
      	
               
      

            	
              Title:

            	
              Chief
      Financial Officer

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              [INSERT
      NAME OF BONDHOLDER]

            


    

     

    

       

      
        	
                 
      

              	
                By:

              	__________________ 


      

      
        	
                 
      

              	
                Name:

              	
                 

              


      

      
        	
                 
      

              	
                Title:

              	
                      
                  Authorized
      Signatory