AMENDED AND RESTATED MUTUAL SERVICES AGREEMENT



 



Exhibit 10.5a


SECOND AMENDED AND RESTATED

MUTUAL SERVICES AGREEMENT



     THIS SECOND AMENDED AND RESTATED MUTUAL SERVICES AGREEMENT (this
“Agreement”) is made as of the 19th day of June, 2003, by and between Charter
Communications, Inc., a Delaware corporation (“CCI”) and Charter Communications
Holding Company, LLC, a Delaware limited liability company (“CCHC”).


RECITALS




	 	A.	 	CCHC, Charter Investment, Inc., a Delaware corporation
(“CII”) and CCI are parties to that certain First Amended and
Restated Mutual Services Agreement dated as of December 21, 2000
(the “Original Agreement”) pursuant to which, among other things,
CCHC, CCI and CII have each made available to the others certain
rights, services, facilities, functions and assets.
	 
	 	B.	 	CCI engages in the business (“CCI Business”) of (i) acting as
manager of the cable systems and related or incidental businesses
(the “Cable Systems”) of its direct and indirect subsidiaries
(including CCHC and CCO Holdings, LLC, a Delaware limited liability
company (“CCO Holdings”), with all such direct and indirect
subsidiaries being referred to as “Subsidiaries”) pursuant to
management agreements with, or for the benefit of, such
Subsidiaries, (ii) acting as manager of its limited liability
company Subsidiaries under applicable law, (iii) engaging in capital
raising, acquisition, disposition and other transactions, performing
financial and administrative services and financial reporting,
performing other tasks and functions related to or arising out of or
incidental to the Cable Systems, and engaging in other activities in
connection with or related or incidental to the foregoing
activities.
	 
	 	C.	 	CCHC has certain employees, assets, rights and contracts
which are useful in connection with the CCI Business.
	 
	 	D.	 	Certain assets, including the aircraft and real property
currently owned by CCHC and its affiliates, together with any
replacements and substitutions therefor and any proceeds thereof,
which are useful in the business of CCHC and CCI, may be transferred
to CCO Holdings.
	 
	 	E.	 	As between themselves, CCHC and CCI desire to amend, restate
and replace in its entirety the Original Agreement, among other
things, in contemplation of the transfer of assets described in
recital D.
	 
	 	F.	 	CII is not a party to this Agreement. CII, CCI and CCHC are
entering into a letter agreement as of the date hereof in which (i)
CII is consenting to the amendment and restatement of the Original
Agreement as set forth herein and (ii) CCI, CII and CCHC have agreed
that as between CII on the one hand, and CCH and CCI on the other,
the Original Agreement shall continue to apply subject to certain
modifications as set forth in such letter agreement.



 






 




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


1.      Provision of Services, Rights, Assets, Facilities and Functions. Each of the
parties hereto agrees to provide such services, rights, assets, facilities and
functions to one or more of the other parties hereto as may be reasonably
requested in order for CCI to manage CCHC and to conduct the CCI Business,
including but not limited to:



	 	(a)	 	assistance by the management and employees of either CCI or
CCHC to the other parties hereto;
	 
	 	(b)	 	use by any party hereto of such office space, administrative
and support facilities, programming and advertising services and
other rights, services or functions as such parties may reasonably
request;
	 
	 	(c)	 	the negotiation (including direct negotiations on behalf of
one or more Subsidiaries) of operating agreements, contracts for the
purchase, lease, license or use of properties, equipment,
programming, systems, services, content and rights and agreements
for the provision of carriage, advertising time and other rights or
services by the Cable Systems and other agreements on behalf of the
Subsidiaries as are necessary or advisable for the Cable Systems;
	 
	 	(d)	 	the procurement on behalf of one or more Subsidiaries of
properties, facilities, equipment, programming, services, systems,
content and rights;
	 
	 	(e)	 	review, consultation and advice by any party to any other
party with respect to the CCI Business and the management and
operations of the Cable Systems.



2.     Payments. Each party receiving (“Receiving Party”) services, rights, assets,
facilities or functions hereunder (collectively “Deliverables”) shall promptly
reimburse and pay to the party providing such Deliverables (“Providing Party”)
all expenses, costs, losses, liabilities, taxes, imposts, charges or damages
actually incurred, paid or accrued by the Providing Party with respect to the
Deliverables provided hereunder, including, without limitation, wages, salaries
and other labor costs, equipment, systems and facilities costs and costs of
services or programming, as well as costs of overhead and administration
(collectively, “Expenses”). In connection with Deliverables provided to any
Subsidiary, such Subsidiary may directly pay to the Providing Party any related
Expenses hereunder in lieu of the Receiving Party paying or reimbursing the
Providing Party. In connection with the determination and calculation of
payments owing hereunder, the Providing Party shall not be entitled to make a
profit or take a mark-up or premium in excess of the actual Expenses incurred,
paid or accrued.


3.     Term. The term of this Agreement shall be ten (10) years from the date of
this Agreement. This Agreement may be terminated at any time by any of the
parties upon thirty days’ written notice to the other parties. Notwithstanding
any termination of this Agreement, the Receiving Party shall remain required to
pay to the Providing Party any Expenses


- 2 -






 


incurred, paid or accrued by the Providing Party (irrespective of whether
incurred, paid or accrued by the Providing Party before or after such
termination) which would have been reimbursable Expenses if this Agreement had
not been so terminated, provided that the Providing Party shall use its
reasonable efforts to mitigate such Expenses following such termination.


4.     Indemnity. In addition to, and not in limitation of (but without duplication)
its obligations under this Agreement and any other obligations imposed by law
or agreement, each Receiving Party shall indemnify, defend and hold harmless
each Providing Party from any and all expenses, liabilities, losses, damages,
claims, obligations, actions, suits and costs directly or indirectly resulting
from or related to or arising in connection with the provision of Deliverables
to such Receiving Party by such Providing Party hereunder, and the Providing
Party and its respective shareholders, members, officers, directors and
employees shall not, under any circumstances, be held liable therefor, or any
action taken or omitted to be taken by any of them in connection with or
related to such Deliverables (except to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from such person’s own gross negligence or willful misconduct in connection
with its duties expressly set forth herein), provided, that all amounts payable
in this Section 4 shall be allocated amongst the Receiving Parties in good
faith by CCI. Neither the Providing Party nor any of its respective
shareholders, members, officers, directors and employees shall be held to have
incurred any liability to the Receiving Party or any other Subsidiary, the
Cable Systems or any third party by virtue of any action taken or omitted to be
taken (except to the extent determined in a final, nonappealable judgment by a
court of competent jurisdiction to have resulted from such person’s own gross
negligence or willful misconduct in connection with its duties expressly set
forth herein) in good faith by such person in discharge of such person’s
duties hereunder, and the Receiving Party agrees to indemnify each such
Providing Party and its respective shareholders, members, officers, directors
and employees and hold such Providing Party, and its respective shareholders,
members, officers, directors and employees, harmless with respect to any and
all actions, suits and claims that may be made against any of them in respect
of the foregoing, including, but not limited to, reasonable attorneys’ fees.
This undertaking shall survive the termination of this Agreement.


5.     Notices. All notices, demands, requests or other communications required or
that may be given under this Agreement shall be in writing and shall be given
to the other party by personal delivery, overnight air courier (with receipt
signature) or facsimile transmissions (with confirmation of transmission) sent:



	 	 	 
	 	 	
If to CCI:
	 	 	 
	 	 	
Charter Communications, Inc.

12405 Powerscourt Drive, Suite 400

St. Louis, Missouri 63131

Attention: Carl Vogel

Fax: 314-965-8793



- 3 -






 




	 	 	 
	 	 	
If to CCHC:
	 	 	 
	 	 	
Charter Communications Holding Company, LLC

12405 Powerscourt Drive, Suite 400

St. Louis, Missouri 63131

Attention: Carl Vogel

Fax: 314-965-8793



6.     Governing Law. This Agreement and the rights and obligations of the parties
hereunder and the persons subject hereto shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York, without
giving effect to the choice of law principals thereof.


7.     Miscellaneous. Upon the transfer of assets contemplated by Recital D hereto,
CCO Holdings may be added as a party to this Agreement. This Agreement shall
not be amended, supplemented, modified, restated, substituted or replaced
(including indirectly through termination of this Agreement) in a manner
inconsistent with the provisions of any credit facilities to which any of the
Subsidiaries are a party or any management agreement referred to in the
recitals hereof.


8.     Further Assurances. Each of the parties to this Agreement agrees to execute
and deliver such other documents and to take such other action as may be
necessary or convenient to consummate the purposes and subject matter of this
Agreement.


* * * * * * * * * * * * * * * * * * * *



- 4 -






 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written and effective as of the
Effective Date.



	 	 	 	 	 	 
	 	 	CHARTER COMMUNICATIONS, INC.,

a Delaware corporation
	 	 	 	 	 	 
	 	 	
By:
	 	/s/ Marcy A. Lifton
	 	 	 	 	

	 	 	 	 	Name:	Marcy A. Lifton
	 	 	 	 	Title:	Vice President,
	 	 	 	 	 	 
	 	 	CHARTER COMMUNICATIONS

HOLDING COMPANY, LLC,

a Delaware limited liability company
	 	 	 	 	 	 
	 	 	
By:
	 	/s/ Marcy A. Lifton
	 	 	 	 	

	 	 	 	 	Name:	 Marcy A. Lifton
	 	 	 	 	Title:	Vice President,




- 5 -