exhibit10_1.htm


    
      Exhibit
10.1

       

      RESTRUCTURING
AGREEMENT

       

      This
RESTRUCTURING AGREEMENT (this “Agreement”) is made
and entered into as of February 11, 2009 by and between the following
parties:

       

      (a) [the
undersigned Holder] (the “Undersigned Holder”)
[Note:  Format of section (a) will be adjusted based on what
securities are held by 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 has
determined that a restructuring of certain of its obligations is in the best
interests of its stakeholders;

       

      WHEREAS, other holders of certain claims under
that certain 11% Senior Notes Indenture dated as of September 28, 2005
(each, a “Consenting
11% Old Senior Note Holder”), by and between CCH I, LLC and CCH I Capital
Corp., as issuers, Charter Communications Holdings, LLC, as parent guarantor,
and The Bank of New York Trust Company, N.A., as trustee (the “11% Indenture”),
each of whom are unaffiliated parties, are party to other restructuring
agreements with the Company;

       

      WHEREAS, other holders of
certain claims under that certain 11% Senior Notes Indenture dated as of
September 14, 2006 (each, a “Consenting 11% New Senior
Note Holder”), by and between CCH I, LLC and CCH I Capital Corp., as
issuers, Charter Communications Holdings, LLC, as parent guarantor, and The Bank
of New York Trust Company, N.A., as trustee (the “11% Supplemental
Indenture”), each of whom are unaffiliated parties, are party to other
restructuring agreements with the Company;

       

      WHEREAS, other holders of
certain claims under that certain 10.25% Senior Notes Indenture dated as of
September 14, 2006 (each, a “Consenting 10.25% Old Senior
Note Holder”), by and between CCH II, LLC and CCH II Capital Corp., as
issuers, Charter Communications Holdings, LLC, as parent guarantor, and The Bank
of New York Trust Company, N.A., as trustee (the “10.25% Indenture”),
each of whom are unaffiliated parties, are party to other restructuring
agreements with the Company;

       

      WHEREAS, other holders of
certain claims under that certain 10.25% Senior Notes Supplemental Indenture
dated as of July 2, 2008 (each, a “Consenting 10.25% New Senior
Note Holder” and together with the Undersigned Holder, the Consenting 11%
Old Senior Note Holders, the Consenting 11% New Senior Note Holders and the
Consenting 10.25% Old Senior Note Holders, the “Consenting Holders”),
between CCH II, LLC and CCH II Capital Corp., as issuers, Charter Communications
Holdings, LLC, as parent guarantor, and The Bank of New York Mellon Trust
Company, N.A., as trustee (the “Supplemental 10.25%
Indenture” and 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

         

        together
with the 11% Indenture, the 11% Supplemental Indenture and the 10.25%
Indenture, the “Indentures”), each of
whom are unaffiliated parties, are party to other restructuring agreements with
the Company;

      

       

      WHEREAS, each Consenting
Holder is the holder of a claim, as defined in section 101(5) of the Bankruptcy
Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”)
arising out of, or related to the 11% Indenture and/or the 11% Supplemental
Indenture (each, a “11% Senior Note
Claim”) and/or the 10.25% Indenture and/or the 10.25% Supplemental
Indenture (each, a “10.25% Senior Note
Claim” and together with the 11% Senior Note Claims, the “Charter Claims”);

       

      WHEREAS, the Parties now
desire to implement a financial restructuring (the “Restructuring”) of
the Company on the terms and conditions set forth in the term sheet (including
all exhibits and financing commitments referenced therein, the “Term Sheet”) attached
hereto as Exhibit
1;1

       

      WHEREAS, the Parties intend to
implement the Restructuring through a confirmed 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 this Agreement, the Term
Sheet and the plan of reorganization contemplated thereby (as the same may be
amended from time to time in accordance with the terms of this Agreement, the
“Plan”), for
the Company in voluntary cases (the “Chapter 11 Cases”) to
be commenced by the Company by filing petitions (the “Petitions”) under
chapter 11 of the Bankruptcy Code (the date of that event being the “Petition Date”) in
the United States Bankruptcy Court (the “Bankruptcy
Court”);

       

      WHEREAS, the Parties have
engaged in good faith negotiations with the objective of reaching an agreement
with regard to restructuring the outstanding claims of, and interests in, the
Company in accordance with the terms set forth in this Agreement and the Term
Sheet;

       

      WHEREAS, each Party has
reviewed, or has had the opportunity to review, this Agreement and the Term
Sheet with the assistance of professional legal advisors of its own
choosing;

       

      WHEREAS, each Consenting
Holder desires to support and vote to accept the Plan and may enter into an
agreement with the Company substantially similar in form and substance to this
Agreement;

       

      WHEREAS, the Company desires
to obtain the commitment of the Consenting Holders to support and vote to accept
the Plan, in each case subject to the terms and conditions set forth herein and
in the other restructuring agreements to which the other Consenting Holders are
party; and

       

      WHEREAS, subject to the
execution of definitive documentation and appropriate approvals by the
Bankruptcy Court of the Plan and the associated disclosure statement (as the


       

      
         

         

          
            

          

        

         

        
          	
                  1

                	
                  Capitalized
      terms not otherwise defined herein shall have the meaning ascribed to them
      in the Term Sheet.

                


        

         

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

         

        same may
be amended from time to time, the “Disclosure
Statement”), each of which shall be consistent with the Term Sheet, the
following sets forth the agreement between the Parties concerning their
respective obligations.

      

       

      AGREEMENT

       

      NOW THEREFORE, in
consideration of the promises and the mutual covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows:

       

      1. Term
Sheet.

       

      The Term
Sheet is incorporated by reference herein and is made part of this Agreement as
if fully set forth herein.  The general terms and conditions of the
Restructuring are set forth in the Term Sheet; provided,
however,
that the Term Sheet is supplemented by the terms and conditions of this
Agreement.  In the event of any inconsistencies between the terms of
this Agreement and the Term Sheet, the Term Sheet shall govern.

       

      2. Effectuating the
Restructuring.

       

      To
implement the Term Sheet, the Parties have agreed, on the terms and conditions
set forth herein, that the Company shall use its commercially reasonable best
efforts to:

       

      
        	
                (a)  

              	
                solicit
      the requisite acceptances of the Plan (i) in accordance with section
      1125 of the Bankruptcy Code; and (ii) if, after the Chapter 11 Cases have
      commenced, the Bankruptcy Court has approved the
      Disclosure Statement;

              


      

       

      
        	
                (b)  

              	
                move
      the Bankruptcy Court to confirm the Plan as expeditiously as practicable
      under the Bankruptcy Code, including under section 1129(b) thereof, the
      Federal Rules of Bankruptcy Procedure and the Bankruptcy Court’s local
      rules (the federal and local rules being the “Bankruptcy
      Rules”); and

              


      

       

      
        	
                (c)  

              	
                consummate
      the Plan;

              


      

       

      provided,
however,
that the form and substance of the Plan (including any Plan Supplement filed in
connection therewith) and the Disclosure Statement shall be consistent in all
material respects with the Term Sheet.

      


      3. Commitments of the
Undersigned Holder Under this Agreement and the Term Sheet.

       

      (a) Voting by
Undersigned Holder.

       

      As long
as a Termination Event (as defined herein) has not occurred, or has occurred but
has been duly waived or cured in accordance with the terms hereof, the


       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

         

        Undersigned
Holder agrees for itself that, so long as it is the legal owner, beneficial
owner and/or the investment advisor or manager of or with power and/or authority
to bind any Charter Claims and has been properly solicited pursuant to sections
1125 and 1126 of the Bankruptcy Code, it shall timely vote its Charter Claims
(and not revoke or withdraw its vote) to accept the Plan, subject to the proviso
in Section 2 hereof.

      

       

      (b) Support
of Plan.

       

      As long
as a Termination Event has not occurred, or has occurred but has been duly
waived or cured in accordance with the terms hereof, the Undersigned Holder,
agrees for itself that, so long as it remains the legal owner, beneficial owner
and/or the investment advisor or manager of or with power and/or authority to
bind any Charter Claims, subject to the proviso in Section 2 hereof, by having
executed and become party to this Agreement, it will:

       

      
        	
                i.  

              	
                from
      and after the date hereof not directly or indirectly seek, solicit,
      support or vote in favor of any other plan, sale, proposal or offer of
      dissolution, winding up, liquidation, reorganization, merger or
      restructuring of the Company that could reasonably be expected to prevent,
      delay or impede the Restructuring of the Company as contemplated by the
      Term Sheet, the Plan or any other document filed with the Bankruptcy Court
      in furtherance of confirming the
Plan;

              


      

       

      
        	
                ii.  

              	
                agree
      to permit disclosure in the Disclosure Statement and any filings by the
      Company with the Securities and Exchange Commission of the contents of
      this Agreement; provided
      that the amount of the Charter Claims held by the Undersigned Holder shall
      be disclosed only to the Company and shall not be disclosed by the Company
      to any other person or entity;

              


      

       

      
        	
                iii.  

              	
                cooperate
      with the Company to secure consents, approvals or waivers required to be
      obtained from governmental authorities in connection with the Plan with
      respect to the transfer or change in control of Franchises (as defined in
      the Communications Act of 1934, as amended, 47 U.S.C Sections 151 et
      seq.), licenses and permits; provided
      that the Company shall reimburse the Undersigned Holder for all reasonable
      out-of-pocket expenses incurred in connection with this Section 3(b)(iii);
      and

              


      

       

      
        	
                iv.  

              	
                forbear
      from exercising, directly or indirectly, any right to accelerate or
      commence any action to collect indebtedness outstanding under any
      indenture to which the Company and/or any of its subsidiaries (each, a
      “Company
      Indenture”) is a party or to file or join in an involuntary
      petition for relief under the Bankruptcy Code against the Company based
      upon the failure to pay any such
indebtedness.

              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      As long
as a Termination Event has not occurred, or has occurred but has been duly
waived or cured in accordance with the terms hereof, the Company and the
Undersigned Holder, so long as it is the legal owner, beneficial owner and/or
the investment advisor or manager of or with power and/or authority to bind any
Charter Claim, further agree that they shall not:

       

      
        	
                i.  

              	
                object
      to or otherwise commence any proceeding opposing any of the terms of this
      Agreement, the Term Sheet, the Disclosure Statement or the Plan;
      or

              


      

       

      
        	
                ii.  

              	
                take
      any action that is inconsistent with, or that would delay approval of the
      Disclosure Statement or Confirmation of the
  Plan.

              


      

       

      (c) Transfer
(as defined below) of Claims, Interests and Securities.

       

      The
Undersigned Holder hereby agrees, for so long as this Agreement shall remain in
effect (such period, the “Restricted Period”),
not to sell, assign, transfer, hypothecate or otherwise dispose of, directly or
indirectly (each such transfer, a “Transfer”), all or
any of its Charter Claims (or any right related thereto and including any voting
rights associated with such Charter Claims), unless the transferee thereof
(a) agrees in an enforceable writing to assume and be bound by this Agreement
and the Term Sheet, and to assume the rights and obligations of the Undersigned
Holder under this Agreement and (b) promptly delivers such writing to the
Company (each such transferee becoming, upon the Transfer, an Undersigned Holder
hereunder).  The Company shall promptly acknowledge any such Transfer
in writing and provide a copy of that acknowledgement to the
transferor.  By its acknowledgement of the relevant Transfer, the
Company shall be deemed to have acknowledged that its obligations to the
Undersigned Holder hereunder shall be deemed to constitute obligations in favor
of the relevant transferee as an Undersigned Holder hereunder.  Any
sale, transfer or assignment of any Relevant Claim (as defined below) that does
not comply with the procedure set forth in the first sentence of this Subsection
3(c) shall be deemed void ab
initio.

       

      (d) Further
Acquisition of Charter Claims.

       

      This
Agreement shall in no way be construed to preclude the Undersigned Holder or any
of its respective subsidiaries from acquiring additional Charter Claims; provided
that any such additional Charter Claims acquired by the Undersigned Holder or
any subsidiary thereof shall automatically be deemed to be subject to the terms
of this Agreement.  Upon the request of the Company, the Undersigned
Holder shall, in writing and within five (5) business days, provide an accurate
and current list of all Charter Claims that it and any subsidiary holds at that
time, subject to any applicable confidentiality restrictions and applicable
law.

       

      (e) Representation
of the Undersigned Holder’s holdings.

       

      The
Undersigned Holder represents that, as of the date hereof:

       

      
        	
                i.  

              	
                it
      is the legal owner, beneficial owner and/or the investment advisor or
      manager for the legal or beneficial owner of such
  

              


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                   

                	
                  Charter
      Claims set forth on its respective signature page (collectively, the
      “Relevant
      Claims”);

                


        

         

      

      
        	
                ii.  

              	
                there
      are no Charter Claims of which it is the legal owner, beneficial owner
      and/or investment advisor or manager for such legal or beneficial owner
      that are not part of its Relevant Claims unless the Undersigned Holder
      does not possess the full power to vote and dispose of such claims;
      and

              


      

       

      
        	
                iii.  

              	
                it
      has full power to vote, dispose of and compromise the aggregate principal
      amount of the Relevant Claims.

              


      

       

      (f) Undersigned
Holder Escrow Agreement.

       

      Notwithstanding
anything to the contrary herein, if the January Payments (as defined in the
Escrow Agreement, dated February 11, 2009, by and between, inter alia, the Undersigned
Holder and Charter Communications Holdings, LLC (the “Escrow Agreement”))
are made on or before the Acceleration Date (as defined in the Escrow
Agreement), then on or before five (5) calendar days following the date the
Undersigned Holder receives its respective Holder’s Payment (as defined in the
Escrow Agreement), the Undersigned Holder shall (or shall cause its affiliate
to) deposit funds in the amount of [____] pursuant to the Escrow Agreement (even
if the Undersigned Holder actually receives its respective Holder’s Payment
after the Company commences or becomes subject to proceedings under the
Bankruptcy Code).

       

      4. The Company’s
Responsibilities.

       

      (a) Other
Support Agreement.

       

      The
Company represents and warrants that it has entered into (or concurrently
herewith is entering into) binding restructuring agreements, plan support or
lock-up agreements consistent in all material respects with the terms and
provisions of this Agreement and the Plan (collectively, the “Other Support
Agreements”) with Paul G. Allen, Charter Investment, Inc. and CCI and with other
Consenting Holders (each, an “Other Support Agreement Party”, and collectively,
the “Other Support Agreement Parties”) pursuant to which, except as previously
disclosed to the Undersigned Holder in writing, each Other Support Party has
agreed to be bound to the Other Support Agreements which are substantially
similar to this Agreement, including without limitation, to be bound by the
substantially similar provisions set forth in Section 3(a), (b), (c), (d) and
(e) above and Section 8 below.

       

      (b) Implementation
of Plan.

       

      The
Company shall use its commercially reasonable best efforts to:

       

      
        	
                i.  

              	
                effectuate
      and consummate the Restructuring on the terms described in the Term Sheet
      and the Plan;

              


      

       

      
        	
                ii.  

              	
                commence
      the Chapter 11 Cases on or before April 1,
  2009;

              


      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      
        	
                iii.  

              	
                file
      the Plan and Disclosure Statement, consistent with the terms of the Term
      Sheet and reasonably acceptable to the Requisite Holders, and implement
      all steps necessary and desirable to obtain from the Bankruptcy Court an
      order confirming the Disclosure Statement (the “Disclosure
      Statement Order”), which Disclosure Statement Order shall be
      entered by the Bankruptcy Court no later than on or before the 50th day
      following the Petition Date;

              


      

       

      
        	
                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 Term Sheet and reasonably acceptable to the Requisite
      Holders (the “Confirmation Order”),
      which Confirmation Order shall be entered by the Bankruptcy Court no later
      than on or before the 130th day following the Petition
    Date;

              


      

       

      
        	
                v.  

              	
                cause
      the Effective Date of the Plan to occur no later than on or before the
      150th day following the Petition Date; 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 the 150th day
      following the Petition Date, then cause the Effective Date of the Plan to
      occur no later than on or before December 15, 2009;
  and

              


      

       

      
        	
                vi.  

              	
                take
      no actions inconsistent with this Agreement, the Term Sheet and the Plan
      or the expeditious Confirmation and Consummation of the
    Plan.

              


      

       

      5. Mutual
Representations, Warranties, and Covenants.

       

      Each
Party makes the following representations, warranties and covenants to each of
the other Parties, each of which are continuing representations, warranties and
covenants:

       

      (a) Enforceability.

       

      Subject
to the provisions of sections 1125 and 1126 of the Bankruptcy Code, this
Agreement is a legal, valid and binding obligation of the Party, enforceable
against it in accordance with its terms, except as enforcement may be limited by
applicable laws relating to or limiting creditors’ rights generally or by
equitable principles relating to enforceability.

       

      (b) No
Consent or Approval.

       

      Except as
expressly provided in this Agreement, no consent or approval is required by any
other entity in order for it to carry out the provisions of this
Agreement.

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (c) Power and
Authority.

       

      It has
all requisite power and authority to enter into this Agreement and to carry out
the transactions contemplated by, and perform its respective obligations under,
this Agreement, the Term Sheet and the Plan.

       

      (d) Authorization.

       

      The
execution and delivery of this Agreement and the performance of its obligations
hereunder have been duly authorized by all necessary action on its
part.

       

      (e) No
Conflicts.

       

      The
execution, delivery and performance of this Agreement does not and shall
not:  (a) violate any provision of law, rule or regulations
applicable to it or any of its subsidiaries; (b) violate its certificate of
incorporation, bylaws or other organizational documents or those of any of its
subsidiaries; or (c) conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any material contractual
obligation to which it or any of its subsidiaries is a party.

       

      6. No
Waiver of Participation and Preservation of Rights.

       

      This
Agreement and the Plan are part of a proposed settlement of disputes among the
Parties.  Without limiting the foregoing sentence in any way, if the
transactions contemplated by this Agreement or otherwise set forth in the Plan
are not consummated as provided herein, if a Termination Event occurs, or if
this Agreement is otherwise terminated for any reason, the Parties each fully
reserve any and all of their respective rights, remedies, claims and
interests.

       

      7. Acknowledgement.

       

      This
Agreement and the Term Sheet and the transactions contemplated herein and
therein are the product of negotiations between the Parties and their respective
representatives.  This Agreement is not and shall not be deemed to be
a solicitation of votes for the acceptance of a plan of reorganization for the
purposes of sections 1125 and 1126 of the Bankruptcy Code or
otherwise.  The Company will not solicit acceptances of the Plan from
the Undersigned Holder in any manner inconsistent with the Bankruptcy Code or
applicable nonbankruptcy law.

       

      8. Termination.

       

      (a) Termination
Events.

       

      The term
“Termination
Event,” wherever used in this Agreement, means any of the following
events (whatever the reason for such Termination Event and whether it is
voluntary or involuntary):

       

      
        	
                i.  

              	
                the
      commitments set forth in that certain commitment letter, dated February
      11, 2009 (the “Commitment
      Letter”), expire or terminate pursuant to Section 9 of the
      Commitment Letter;

              


      

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

      
        	
                ii.  

              	
                the
      Company’s board of directors is advised in writing by its outside counsel
      that continued pursuit of the Plan is inconsistent with its fiduciary
      duties because, and the board of directors determines in good faith that,
      (A) a proposal or offer from a third party is reasonably likely to be more
      favorable to the Company than is proposed under the Term Sheet, taking
      into account, among other factors, the identity of the third party, the
      likelihood that any such proposal or offer will be negotiated to finality
      within a reasonable time, and the potential loss to the company if the
      proposal or offer were not accepted and consummated, or (B) the Plan is no
      longer confirmable or feasible;

              


      

       

      
        	
                iii.  

              	
                the
      Plan or any subsequent plan filed by the Company with the Bankruptcy Court
      (or a plan supported or endorsed by the Company) is not in a form and
      substance that is reasonably consistent in all material respects with the
      Term Sheet;

              


      

       

      
        	
                iv.  

              	
                the
      Company shall not have filed for chapter 11 relief with the Bankruptcy
      Court on or before April 1,
2009;

              


      

       

      
        	
                v.  

              	
                a
      Disclosure Statement Order reasonably acceptable to the Company and the
      Requisite Holders is not entered by the Bankruptcy Court on or before the
      50th day following the Petition
Date;

              


      

       

      
        	
                vi.  

              	
                a
      Confirmation Order reasonably acceptable to the Company and the Requisite
      Holders is not entered by the Bankruptcy Court on or before the 130th day
      following the Petition Date;

              


      

       

      
        	
                vii.  

              	
                either
      (a) the Effective Date shall not have occurred on or before the 150th
      day following the Petition Date 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 the 150th day following the Petition Date, and all
      other conditions precedent to the Effective Date shall have been satisfied
      before the 150th day following the Petition Date 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;

              


      

       

      
        	
                viii.  

              	
                any
      of the Chapter 11 Cases of the Company is converted to cases under chapter
      7 of the Bankruptcy Code and such event causes the Plan not to be
      confirmable;

              


      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      
        	
                ix.  

              	
                the
      Bankruptcy Court shall enter an order in any of the Chapter 11 Cases
      appointing (i) a trustee under chapter 7 or chapter 11 of the Bankruptcy
      Code, (ii) a responsible officer or (iii) an examiner, in each case with
      enlarged powers relating to the operation of the business (powers beyond
      those set forth in subclauses (3) and (4) of section 1106(a)) under
      section 1106(b) of the Bankruptcy
Code;

              


      

       

      
        	
                x.  

              	
                any
      of the Chapter 11 Cases of the Company is dismissed and such event causes
      the Plan not to be confirmable;

              


      

       

      
        	
                xi.  

              	
                the
      Confirmation Order is reversed on appeal or
  vacated;

              


      

       

      
        	
                xii.  

              	
                any
      Party has breached any material provision of this Agreement or the Term
      Sheet and any such breach has not been duly waived or cured in accordance
      with the terms hereof after a period of five (5) days; provided,
      that any such waiver by the Undersigned Holder shall require the approval
      of the Requisite Holders;

              


      

       

      
        	
                xiii.  

              	
                the
      Company shall withdraw the Plan or publicly announce its intention not to
      support the Plan;

              


      

       

      
        	
                xiv.  

              	
                the
      Effective Date shall have occurred;

              


      

       

      
        	
                xv.  

              	
                

                  any
      Other Support Agreement has terminated or any Other Support Party has
      breached any material provision of its Other Support Agreement or the Term
      Sheet and any such breach has not been duly waived or cured in accordance
      with the terms of the Other Support Agreement after a period of five (5)
      days; or

                

              


      

       

      
        	
                xvi.  

              	
                the
      Company shall not have reached agreement with senior management on a
      compensation program reasonably acceptable to the Company and the
      Requisite Holders by March 12,
2009.

              


      

       

      The
foregoing Termination Events are intended solely for the benefit of the Company
and the Undersigned Holder; provided
that no Party may seek to terminate this Agreement based upon a material breach
or a failure of a condition (if any) in this Agreement arising out of its own
actions or omissions; provided,
further,
that such actions or omissions may entitle the other Parties to the remedies
described in Section 9(e) hereof.

       

      (b) Termination
Event Procedures.

       

      
        	
                i.  

              	
                Upon
      the occurrence of a Termination Event contemplated by clause (i) or (ii)
      of Section 8(a) hereof or clause (xii) of Section 8(a) hereof due to a
      material breach of this Agreement by the Undersigned Holder, in each case
      subject to the last sentence of Section 8(a) hereof, the Company shall
      have the right to terminate 

              


      

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      
         

        
          	
                    

                	
                  this
      Agreement and the Term Sheet by giving written notice thereof to the other
      Parties.

                


        

         

      

      
        	
                ii.  

              	
                Upon
      the occurrence of a Termination Event contemplated by clause (viii), (xi),
      (xiv) or (xvi) of Section 8(a) hereof, in each case subject to the last
      sentence of Section 8(a) hereof, this Agreement and the Term Sheet shall
      automatically terminate without further
action.

              


      

       

      
        	
                iii.  

              	
                Except
      as set forth in Section 8(b)(i) and 8(b)(ii) hereof, upon the occurrence
      of a Termination Event (including, for the avoidance of doubt, a
      Termination Event contemplated by clause (i) or (ii) of Section 8(a)
      hereof), subject to the last sentence of Section 8(a) hereof, the
      Undersigned Holder shall have the right to terminate this Agreement and
      the Term Sheet by giving written notice to the other Parties unless no
      later than three (3) business days after the occurrence of any such
      Termination Event, the occurrence of such Termination Event is waived in
      writing by the Requisite Holders.  The Parties hereby waive any
      requirement under section 362 of the Bankruptcy Code to lift the automatic
      stay thereunder (the “Automatic
      Stay”) in connection with giving any such notice (and agree not to
      object to any non-breaching Party seeking to lift the Automatic Stay in
      connection with giving any such notice, if necessary).  Any such
      termination (or partial termination) of the Agreement shall not restrict
      the Parties’ rights and remedies for any breach of the Agreement by any
      Party, including, but not limited to, the reservation of rights set forth
      in Section 6 hereof.

              


      

       

      (c) Consent
to Termination.

       

      In
addition to the Termination Events set forth in Section 8(a) hereof, this
Agreement shall be terminable immediately upon written notice to all of the
Parties of the written agreement(s) of the Company and the Requisite Holders to
terminate all of their restructuring agreements and the written agreement of the
Company, CCI and Paul G. Allen to terminate their restructuring
agreement.

       

      9. Miscellaneous
Terms.

       

      (a) Binding
Obligation; Assignment.

       

      Binding
Obligation.  Subject to the provisions of sections 1125 and
1126 of the Bankruptcy Code, this Agreement is a legally valid and binding
obligation of the Parties, enforceable in accordance with its terms, and shall
inure to the benefit of the Parties and their
representatives.  Nothing in this Agreement, express or implied, shall
give to any entity, other than the Parties and their respective members,
officers, directors, agents, financial advisors, attorneys, employees, partners,
Affiliates, successors, assigns, heirs, executors, administrators 

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

         

         

        and
representatives, any benefit or any legal or equitable right, remedy or claim
under this Agreement.

      

       

      Assignment.  No
rights or obligations of any Party under this Agreement may be assigned or
transferred to any other entity except as provided in Section 3(c)
hereof.

       

      (b) Further
Assurances.

       

      The
Parties agree to execute and deliver such other instruments and perform such
acts, in addition to the matters herein specified, as may be reasonably
appropriate or necessary, from time to time, to effectuate the agreements and
understandings of the Parties, whether the same occurs before or after the date
of this Agreement.

       

      (c) Headings.

       

      The
headings of all sections of this Agreement are inserted solely for the
convenience of reference and are not a part of and are not intended to govern,
limit or aid in the construction or interpretation of any term or provision
hereof.

       

      (d) Governing
Law.

       

      THIS
AGREEMENT 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 Agreement, 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 Agreement or for recognition or enforcement of any
judgment rendered in any such action, suit or proceeding, shall be brought
exclusively in either a state or federal court of competent jurisdiction in the
State of New York and County of New York.  By execution and delivery
of this Agreement, each of the Parties hereto hereby irrevocably accepts and
submits itself to the exclusive jurisdiction of each such court, generally and
unconditionally, with respect to any such action, suit or
proceeding.  Notwithstanding the foregoing consent to jurisdiction in
either a state or federal court of competent jurisdiction in the State of New
York and County of New York, upon the commencement of the Chapter 11 Cases, each
of the Parties hereto hereby agrees that, if the Petitions have been filed and
any of the Chapter 11 Cases are pending, the Bankruptcy Court shall have
exclusive jurisdiction of all matters arising out of or in connection with this
Agreement.

       

      (e) Specific
Performance

       

      The
Parties hereby acknowledge that the rights of the Parties under this Agreement
are unique and that remedies at law for breach or threatened breach of any
provision of this Agreement would be inadequate and, in recognition of this
fact, agree that, in the event of a breach or threatened breach of the
provisions of this Agreement, in addition to any remedies at law, the Parties
(with the consent of the Requisite Holders, in the case of the Undersigned
Holder) shall, without posting any bond, be entitled to obtain equitable relief
in the form of 

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

         

        specific
performance, a temporary restraining order, a temporary or permanent injunction
or any other equitable remedy which may then be available and the Parties hereby
waive any objection to the imposition of such relief.

      

       

      (f) Complete
Agreement, Interpretation and Modification.

       

      
        	
                i.  

              	
                Complete
      Agreement.  This Agreement, the Term Sheet and the other
      agreements, exhibits and other documents referenced herein and therein
      constitute the complete agreement between the Parties with respect to the
      subject matter hereof and supersede all prior agreements, oral or written,
      between or among the Parties with respect
  thereto.

              


      

       

      
        	
                ii.  

              	
                Interpretation.  This
      Agreement is the product of negotiation by and among the
      Parties.  Any Party enforcing or interpreting this Agreement
      shall interpret it in a neutral manner.  There shall be no
      presumption concerning whether to interpret this Agreement for or against
      any Party by reason of that Party having drafted this Agreement, or any
      portion thereof, or caused it or any portion thereof to be
      drafted.

              


      

       

      
        	
                iii.  

              	
                Modification of this Agreement
      and the Term Sheet.  Except as set forth in Section 8(b)
      hereof, as it applies to Termination Events, this Agreement and the Term
      Sheet may only be modified, altered, amended or supplemented by an
      agreement in writing signed by the Company and the Requisite
      Holders.

              


      

       

      (g) Execution
of this Agreement.

       

      This
Agreement 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 Agreement, each
individual executing this Agreement on behalf of a Party has been duly
authorized and empowered to execute and deliver this Agreement on behalf of said
Party.

       

      (h) Settlement
Discussions.

       

      This
Agreement and the Restructuring are part of a proposed settlement of a dispute
between the Parties.  Nothing herein shall be deemed an admission of
any kind.  Pursuant to Federal Rule of Evidence 408 and any applicable
state rules of evidence, this Agreement and all negotiations relating thereto
shall not be admissible into evidence in any proceeding other than a proceeding
to enforce the terms of this Agreement.

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

      (i) Consideration.

       

      The
Company and the Undersigned Holder hereby acknowledge that no consideration,
other than that specifically described herein and in the Term Sheet, shall be
due or paid to the Undersigned Holder for its agreement to vote to accept the
Plan in accordance with the terms and conditions of this Agreement, other than
the Company’s representations, warranties and agreement to use its commercially
reasonable best efforts to obtain approval of the Disclosure Statement and to
seek to confirm and consummate the Plan in accordance with the terms and
conditions of the Term Sheet.

       

      (j) Notices.

       

      All
notices hereunder shall be deemed given if in writing and delivered, if sent by
facsimile, courier or by registered or certified mail (return receipt requested)
to the following addresses and facsimile numbers (or at such other addresses or
facsimile numbers as shall be specified by like notice):

       

      
        	
                i.  

              	
                If
      to the Company, to:

              


      

       

      Charter
Communications, Inc.

      12405
Powerscourt Drive

      St.
Louis, Missouri  63131

      Attention:  General
Counsel

      


      with
copies (which shall not constitute notice) to:

       

      Kirkland
& Ellis LLP

      Citigroup
Center

      153 East
53rd Street

      New York,
New York  10022

      Attention:  Richard
M. Cieri and Paul Basta;

      


      
        	
                ii.  

              	
                If
      to the Undersigned Holder or a transferee thereof, to the addresses or
      facsimile numbers set forth below following the Undersigned Holder’s
      signature (or as directed by any transferee thereof), as the case may be,
      with copies (which shall not constitute notice)
  to:

              


      

       

      Paul,
Weiss, Rifkind, Wharton & Garrison LLP

      1285
Avenue of the Americas

      New York,
New York 10019-6064

      Attention:  Alan
W. Kornberg and Kenneth M. Schneider;

      


      
        	
                vii.  

              	
                Any
      notice given by delivery, mail or courier shall be effective when
      received.  Any notice given by facsimile shall be effective upon
      oral or machine confirmation of
transmission.

              


      

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

      (k) No
Obligations following Effective Date.

       

      Upon the
occurrence of a Termination Event pursuant to Section 8(a)(xii) hereof and
termination of this Agreement in accordance with Section 8(b)(ii) hereof, this
Agreement shall forthwith become void, there shall be no liability under this
Agreement on the part of any Party and the Undersigned Holder shall have the
sole and exclusive power to vote, or to direct the voting of, and to dispose, or
to direct the disposition of, any securities received by the Undersigned Holder
pursuant to the Plan.

      


      (l) Savings
Clause.

       

      Prior to
commencement of the Chapter 11 Cases, if and to the extent the Company’s
execution, agreement, performance, undertaking, or similar arrangement herein or
in the Term Sheet (each, a “Undertaking”) would
cause a default or event of default under the CCO Credit Facility or the CCOH
Credit Facility (and for the avoidance of doubt, in each case, including all
notes issued thereunder), such Undertaking shall be deemed unenforceable solely
to the extent necessary to avoid a default or event of default and such action
shall be void ab initio
to the extent necessary to avoid a default or event of default.  To
the extent that any Undertaking is unenforceable or void in accordance with the
foregoing, the Parties shall use commercially reasonable best efforts to restore
equivalent consideration to any affected Party.

       

      (m) Time of
the Essence.

       

      The
Parties agree that time is of the essence with respect to each and every term
and provision of this Agreement.

      


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

       

      


      


                          [CCH I/CCH II],
LLC

      


      


                          By:
___________________                                                              

      


                          Title:
_________________

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

                           [INSERT ENTITY
NAME HERE]

       

       

       

       

                                                          By:
_______________________

                                                              Name:

                                                              Title:

       

       

       

       

      [Signature
Page to Restructuring Agreement]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
1

       

      TERM
SHEET