exhibit10_4.htm


     

    Exhibit
10.4

    
 

     

     

    SECOND
AMENDMENT TO RESTRUCTURING AGREEMENT

     

    THIS
SECOND AMENDMENT TO RESTRUCTURING AGREEMENT (this “Amendment”‘) is made
and entered into as of September 29, 2009, by and between the following
parties:

     

    
      	
               
      

            	
              (a)

            	
              Paul
      G. Allen (the “Undersigned
      Holder”); and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Charter
      Investment, Inc. (“CII”);
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Charter
      Communications, Inc., a Delaware corporation (“CCI” or the
      “Company”
      and the Undersigned Holder, CII 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 (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 October 14,
2009; but notwithstanding the following proviso in no event shall the
Confirmation Date occur in December; 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 October 14, 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 October 14, 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 October 14, 2009, and all other conditions precedent to the
      Effective Date shall have been satisfied before October 14, 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

     

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

     

    4. 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.

     

    5. 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.

     

    6. 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.

     

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

     

    8. 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.

     

    9. 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.

     

    10. 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.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


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

     

    CHARTER
COMMUNICATIONS, INC.

     

    
      	
               
      

            	
              By:

            	 /s/ Eloise
      Schmitz	 


    

    
      	
               
      

            	
              Name:

            	
              Eloise
      Schmitz

            


    

    
      	
               
      

            	
              Title:

            	
              Chief
      Financial Officer

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    

      	
            	
                    
                /s/ Paul G.
      Allen

              

            	
            


      
        	
                 
      

              	
                      
                  PAUL
      G. ALLEN

                

              	
                 

              


      

       

    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    
      	
               
      

            	
              CHARTER
      INVESTMENT, INC.

            


    

     

    
      	
               
      

            	
              By:

            	/s/ William
      McGrath                                               	 


    

    
      	
               
      

            	
              Name:

            	
            


    

    
      	
               
      

            	
              Title: