exhibit10_1.htm


    Exhibit
10.1

    

      AMENDMENT
TO RESTRUCTURING AGREEMENT

      


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

       

      
        	
                (a)  

              	
                ___________
      (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 (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.  Plan.  The Parties agree
to further modifications of the Plan on the terms set forth on Exhibit
A attached hereto and incorporated by reference herein.

       

      2. The
Company’s Responsibilities.  Sections
(4)(b)(iv) and (v) of the Agreement are hereby amended and restated in their
entirety to read as follows:

       

      
        	
                (iv)  

              	
                “implement
      all steps necessary and desirable to obtain from the Bankruptcy Court an
      order confirming the Plan, which order shall be in form and substance
      consistent with the Plan
      and reasonably acceptable to the Requisite Holders (the “Confirmation Order”);

              


      

       

      
        	
                (v)  

              	
                cause
      the Effective Date of the Plan to occur no later than on or before
      September 30, 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
      September 30, 2009, then cause the Effective Date of the Plan to
      occur no later than on or before December 15, 2009;
  and”

              


      

       

      3. Termination.  Sections
(8)(a)(vi) and (vii) of the Agreement are hereby amended and restated in their
entirety to read as follows:

       

      
        	
                (vi)  

              	
                “a
      Confirmation Order reasonably acceptable to the Company and the Requisite
      Holders is not entered by the Bankruptcy
Court;

              


      

       

      
        	
                (vii)  

              	
                the
      later of either (a) the Effective Date shall not have occurred on or
      before September 30, 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 September 30, 2009, and all other
      conditions precedent to the Effective Date shall have been satisfied
      before September 30, 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 constitute 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


      
        
          
            
              	 
      	 
      	 
      


            

             

             

          

           


        

        
           


          
            

          

        

        
           


          
             

            


            


          

        

      


      


      


      


      


      By:                                                                

      Name:

      Title:


      
        
          
            
              	 
      	 
      	 
      


            

             

             

          

           


        

        
           


          
            

          

        

        
           


          
             

            


            


          

        

      


      


      Exhibit
A

      Plan
Treatment Modifications

       

      


      
        	
                CCH
      II Notes Cash Option

              	
                The
      following proviso will be stricken from Article IV.H.4(c) of the
      Plan:

                “provided
      that the applicable Debtors may pay Post-Petition Interest in Cash if the
      applicable Debtors elect such option on or before the Effective Date by
      filing a notice of such election with the Court on or before the Effective
      Date.”