exhibit10_2.htm


    Exhibit
10.2

     

    COMMITMENT
LETTER

     

    Charter
Communications, Inc.

    12405
Powerscourt Drive, Suite 100

    St.
Louis, MO  63131

    Attention:  Neil
Smit, President and Chief Executive Officer

     

    Ladies
and Gentlemen:

     

    We
understand that Charter Communications, Inc., together with all of its direct
and indirect subsidiaries (collectively, the “Company” or “you”) and Charter
Investment, Inc., proposes to file a joint plan of reorganization with the
United States Bankruptcy Court for the Southern District of New York,
incorporating the terms and conditions described in the term sheet attached
hereto as Exhibit
A (the “Term
Sheet”), as required pursuant to the Restructuring Agreement, dated as of
the date hereof (the “Restructuring
Agreement”), by and between you and the undersigned investor (acting
individually or through one or more of its affiliates) (“Investor”) attached
hereto as Exhibit
B (such joint plan of reorganization incorporating Exhibits A and B collectively
referred to as the “Plan”).  The
Term Sheet is hereby incorporated herein in its entirety as if set forth below
in its entirety.  Capitalized terms used but not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Term
Sheet.

     

    Investor
is pleased to advise you of its commitment to provide financing to the Company
on the terms set forth herein and subject to the conditions set forth in Exhibit
C.  Investor understands that the Company would like to arrange
financing in order to (i) refinance the CCH II Notes pursuant to the Exchange,
(ii) issue the New CCH II notes, if necessary, and (iii) effectuate the Rights
Offering, in each case, as described in the Term Sheet (collectively, the “Financing
Transactions”).  This letter establishes the terms and
conditions under which Investor is committed to provide to the Company, in
connection with the Financing Transactions, the portion of the Rollover
Commitment, the New Debt Commitment and/or the Equity Backstop, as the case may
be, as is set forth on the signature page hereof (the “Commitment”).

     

    1.  Commitment.  You
have requested that Investor commit to provide its Commitment upon the terms set
forth or referred to in this commitment letter, subject to the conditions set
forth in Exhibit
C.  Based on the foregoing, Investor is pleased to confirm by
this commitment letter its commitment to provide the entire amount of the
Commitment.  You agree that the closing date of the Financing
Transactions and the concurrent funding of the Commitment shall be the Effective
Date.

     

    2.  Conditions
Precedent.  The
Commitment is subject to the satisfaction of the conditions precedent set forth
in Exhibit C,
unless waived by Investor.  No closing of the Financing Transactions
shall take place if the conditions set forth in Exhibit C are not satisfied or
waived.

     

    3.  Costs, Fees and
Expenses.  In
consideration of this Commitment and recognizing that, in connection herewith,
Investor is incurring out-of-pocket costs and expenses 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      Charter
Communications, Inc.

      February 11,
2009

       

       

      (including,
without limitation, reasonable fees and disbursements of outside counsel, filing
and recording fees, costs and expenses of due diligence, syndication,
transportation, duplication, messenger, appraisal, audit, and consultant costs
and expenses), you hereby agree to pay and reimburse Investor for its reasonable
documented out-of-pocket fees, costs and expenses in accordance with the Term
Sheet, regardless of whether any of the transactions contemplated hereby are
consummated.

    

     

    4.  Arm’s-Length
Transaction.  In
connection with all aspects of each transaction contemplated by this commitment
letter, you acknowledge and agree that:  (i) the Commitment, the
Financing Transactions and any other services described in this commitment
letter are an arm’s-length commercial transaction between you and your
affiliates, on the one hand, and Investor, on the other hand, and you are
capable of evaluating and understanding and understand and accept the terms,
risks and conditions of the transactions contemplated by this commitment letter;
(ii) in connection with the process leading to such transaction, Investor
is and has been acting solely as principal and is not the financial advisor or
fiduciary for you or any of your subsidiaries or affiliates, stockholders,
creditors (other than Investor itself) or employees or any other party;
(iii) Investor has not assumed nor will it assume an advisory or fiduciary
responsibility in your or your subsidiaries’ or affiliates’ favor with respect
to any of the transactions contemplated hereby or the process leading thereto
(irrespective of whether Investor has advised or is currently advising you or
your subsidiaries or affiliates on other matters) and Investor has no obligation
to you or your subsidiaries or affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth in this letter,
the other documents relating to the Financing Transactions and the definitive
documentation; (iv) Investor and its respective affiliates may be engaged
in a broad range of transactions that involve interests that differ from yours
and your subsidiaries and affiliates and Investor has no obligation to disclose
any of such interests by virtue of any advisory, agency or fiduciary
relationship; and (v) Investor has not provided any legal, accounting,
regulatory or tax advice with respect to any of the transactions contemplated
hereby and you have consulted your own legal, accounting, regulatory and tax
advisors to the extent you have deemed appropriate.  You hereby waive
and release, to the fullest extent permitted by law, any claims that you may
have against Investor with respect to any breach or alleged breach of fiduciary
duty with respect to the transactions contemplated hereby.

     

    5.  Information.  You
hereby represent and covenant that (i) all written (including in electronic
form) information (other than Projections (as defined below), forward looking
information and information of a general economic or general industry nature)
that has been or will be made available to us by the Company and any of its
representatives in connection with the transactions contemplated hereby (the
“Information”),
is or will be, when furnished and taken as a whole, complete and correct in all
material respects and does not or will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
contained therein, in light of the circumstances under which such statements are
made, not misleading, and (ii) all financial information and projections (“Projections”) that
have been or will be made available to us in writing by the Company or its
representatives in connection with the transactions contemplated hereby have
been or will be prepared in good faith based upon assumptions believed to be
reasonable at the time made (it being understood that such projections are not
to be viewed as facts and are subject to significant uncertainties and


     

     

    
      
        
        

      

      
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        Charter
Communications, Inc.

        February 11,
2009

      

       

      contingencies,
many of which are beyond your control, and that no assurance can be given that
any particular projections will be realized and that actual results may differ
and such differences may be material).  In issuing this commitment
letter, Investor is relying on the accuracy of the Information, without
independent verification thereof.  You agree to supplement the
Information and any Projections previously furnished, or that will be furnished,
from time to time so that the representations and warranties contained in this
paragraph will remain complete and correct in all material
respects.

    

     

    6.  Investor
Status.  Investor
hereby represents and warrants that (i) it is either (a) a qualified
institutional buyer as defined in Rule 144A of the Securities Act of 1933, as
amended (the “Securities Act”), (b) an institutional accredited investor (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (the “Rules”)) or (c) it is
an entity in which all of the equity owners are institutional accredited
investors as defined in the Rules; (ii) that any securities purchased or
received in connection herewith cannot be resold absent an exemption to the
Securities Act or registration of such securities under the Securities Act; and
(iii) such securities have been acquired for investment and not with a view to
distribution or resale.

     

    7.  Indemnification and
Exculpation.

     

    (a) You agree
to indemnify and hold harmless Investor, and each of its affiliates and each of
its and its affiliates’ respective officers, directors, partners, shareholders,
members, trustees, controlling persons, employees, agents, advisors, attorneys
and representatives (each, an “Indemnified Party”)
from and against any and all costs and expenses (including, without limitation,
reasonable and documented fees and disbursements of outside counsel), that may
be incurred by any Indemnified Party in defending any claims arising out of or
in connection with or relating to this commitment letter, or any claim,
litigation, investigation or proceeding relating to any of the foregoing,
regardless of whether any Indemnified Party is a party thereto, and you shall
reimburse each Indemnified Party upon demand for all reasonable and documented
out-of-pocket legal and other expenses incurred by it in connection with
investigating, preparing to defend or defending, or providing evidence in or
preparing to serve or serving as a witness with respect to, any lawsuit,
investigation, claim or other proceeding relating to any of the foregoing
(including, without limitation, in connection with the enforcement of the
indemnification obligations set forth herein), irrespective of whether the
transactions contemplated hereby are consummated, except to the extent such cost
or expense is found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from an Indemnified Party’s bad faith, gross
negligence or willful misconduct or from such Indemnified Party’s material
breach of the Restructuring Agreement or this commitment letter; provided, that
you shall not have to reimburse the legal fees and expenses of more than one
outside counsel (and any local counsel) for all Indemnified Persons with respect
to any specific matter for which indemnification is sought unless, as reasonably
determined by any such Indemnified Person or its counsel, representation of all
such Indemnified Persons would be inappropriate or impracticable or create an
actual or potential conflict of interest.

     

    (b) You agree
that no Indemnified Party shall have any liability (whether direct or indirect,
in contract, tort or otherwise) to the Company for or in connection with the
transactions contemplated hereby, except to the extent such liability is found
in a final 

     

     

    
      
        
        

      

      
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        Charter
Communications, Inc.

        February 11,
2009

      

       

      non-appealable
judgment by a court of competent jurisdiction to have resulted from such
Indemnified Party’s bad faith, gross negligence or willful misconduct or from
such Indemnified Party’s material breach of the Restructuring Agreement or this
commitment letter.  In no event, however, shall any Indemnified Party
be liable on any theory of liability for any special, indirect, consequential or
punitive damages.  You further agree that, without the prior written
consent of Investor, you will not enter into any settlement of any lawsuit,
claim or other proceeding arising out of this commitment letter or the
transactions contemplated hereby unless such settlement (i) includes an explicit
and unconditional release from the party bringing such lawsuit, claim or other
proceeding of all Indemnified Parties and (ii) does not include a statement as
to or an admission of fault, culpability, or a failure to act by or on behalf of
any Indemnified Party.  No Indemnified Party shall be liable for any
damages arising from the use by unauthorized persons of any information made
available to Investor by you or any of your representatives through electronic,
telecommunications or other information transmission systems that is intercepted
by such persons.

    

     

    8.  Governing Law,
etc.  This
commitment letter shall be governed by, and construed in accordance with, the
law of the State of New York.  Each of the parties hereto irrevocably
consents to the jurisdiction and venue of the federal and/or state courts
located within the City of New York in the Borough of Manhattan.  The
parties hereto hereby waive, to the fullest extent permitted by applicable law,
any objection that they may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to the provisions of this
commitment letter brought in any such court, and any claim that any such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum; provided, that such waiver shall not be deemed to require
any bankruptcy case involving the Company to be filed in such courts, and if the
Company becomes a debtor under chapter 11 of the United States Bankruptcy Code,
during any such case, any claims shall be heard and determined before the
Bankruptcy Court.  This commitment letter (including the Exhibits
attached hereto) sets forth the entire agreement between the parties with
respect to the matters addressed herein and supersedes all prior communications,
written or oral, with respect hereto.  This commitment letter may be
executed in any number of counterparts, each of which, when so executed, shall
be deemed to be an original and all of which, taken together, shall constitute
one and the same letter.  Delivery of an executed counterpart of a
signature page to this letter by fax shall be as effective as delivery of a
manually executed counterpart of this letter.  This commitment letter
is not assignable by either party without the prior written consent of the other
party; provided, however, that Investor may assign its rights, interests or
obligations hereunder, without the prior written consent of the Company, to any
of its affiliates; provided, further, that no such assignment shall relieve
Investor of its obligations hereunder.  This commitment letter is
intended to be solely for the benefit of the parties hereto, the Indemnified
Parties, and their respective successors and assigns.  Nothing herein,
express or implied, is intended to or shall confer upon any other third party
any legal or equitable right, benefit, standing or remedy of any nature
whatsoever under or by reason of this commitment letter.

     

    9.  Waiver of Jury
Trial.   Each
party hereto irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to this letter or the transactions contemplated by
this 

     

     

    
      
        
        

      

      
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        Charter
Communications, Inc.

        February 11,
2009

      

       

      commitment
letter or the actions of Investor or any of its affiliates in the negotiation,
performance, or enforcement of this commitment letter.

    

     

    10.  Termination.  This
commitment and undertaking of Investor will expire on the earliest to occur of
(i) a termination of the Restructuring Agreement, (ii) the consummation of the
Financing Transactions or any component thereof without the use of any portion
of the Commitment, (iii) February 15, 2009, unless the Company shall have
delivered to Investor written evidence of payment of all accrued interest that
was due and payable on January 15, 2009 by CCH I Holdings, LLC and Charter
Communications Holdings, LLC in respect of certain of their outstanding senior
notes, (iv) March 12, 2009, if, on or prior to that date Investor shall have
delivered written notice to the Company that the condition set forth in clause
(a) of Exhibit
C shall not have been satisfied or waived and (v) the Company becoming
the subject of an order for relief under chapter 11 of the Bankruptcy Code and
the Company failing to obtain an order of the Bankruptcy Court authorizing and
approving this commitment letter within 50 days from such order for
relief.  In addition, all accepted commitments and undertakings of
Investor hereunder may be terminated by Investor if you fail to perform your
obligations hereunder or under the Restructuring Agreement in any material
respect on a timely basis.  Upon any such expiration or termination of
this commitment letter, regardless of whether any definitive documentation for
the Financing Transactions shall be executed and delivered and notwithstanding
the expiration or termination of this commitment letter or any commitment or
undertaking of Investor hereunder, this commitment letter shall forthwith become
void and there shall be no liability under this commitment letter on the part of
Investor or the Company; provided, however, that, unless terminated pursuant to
clause (iv) above, the provisions of this commitment letter set forth in
Sections 3 (Costs, Fees and Expenses), 7 (Indemnification and Exculpation), 8
(Governing Law, etc.) and 9 (Waiver of Jury Trial) shall remain in full force
and effect; provided, further, that in the case of termination pursuant to
clause (iv) above, the provisions of this commitment letter set forth in
Sections 7(b) (Exculpation), 8 (Governing Law, etc.) and 9 (Waiver of Jury
Trial) shall remain in full force and effect.  Notwithstanding the
preceding sentence, your obligations hereunder shall automatically terminate and
be superseded by the provisions of the definitive documentation upon the initial
funding thereunder and the payment of all amounts owing at such time
hereunder.

     

    


     

    [Remainder
of page intentionally left blank; signature page follows.]

     

     

    
      
        
        

      

      
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              Very
      truly yours,

              [Investor]

              By:
      ___________________________

               

              Title:
      __________________________

               

              Commitment: 
      

               

                   Rollover
      Commitment:  $_____________________

               

                   New
      Debt Commitment:  $____________________

               

                   Equity
      Backstop:  $_________________________

            


    

     

     

     

     

    [Signature
Page to Commitment Letter]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Accepted
      and agreed to this ___ day of

              February,
      2009, for and on behalf of all of

              the
      companies listed below:

               

              Charter
      Communications, Inc.

              CCH
      I, LLC

              CCH
      II, LLC

              Charter
      Communications Operating, LLC (only for purposes of Section 7
      hereof)

               

              By: _____________________________                                                             

               

              Title:
      ____________________________                                                             

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
A

     

    TERM
SHEET

     

    
      (Attached)

    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

     

    EXHIBIT
B

     

    RESTRUCTURING
AGREEMENT

     

    (Attached)

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

     

    CONDITIONS

     

    Set forth
below are the conditions of the Commitment and the Financing
Transactions:

     

    (a) completion
of Investor’s business, financial and legal due diligence, the results of which
are satisfactory to Investor, in its sole discretion; it being understood and
agreed that the condition set forth in this clause (a) shall expire and have no
force or effect at any time following March 12, 2009, subject to the Company
making available information on a basis that allows Investor to complete its due
diligence by such date.

     

    (b) the
following shall be true and correct: as of the date hereof: each of the
Company’s filings with the Securities and Exchange commission since January 1,
2008 (the “SEC Filings”) is, as of its respective filing date, complete and
correct in all material respects and does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
contained therein, in light of the circumstances under which such statements are
made, not misleading;

     

    (c) other
than as disclosed in the SEC Filings made prior to the date hereof (or on the
date hereof with prior written notice to the Investor), there shall not have
occurred any event, development or circumstance since September 30, 2008, which
has had, or would reasonably be expected to have, individually or in the
aggregate, a material adverse effect on the condition (financial or otherwise),
business, results of operation, assets or liabilities of the Company and its
subsidiaries taken as a whole (but excluding the fact of the filing of the
Chapter 11 Cases and any event, development or circumstance resulting from such
filing if such event, development or circumstance is cured on or prior to the
Effective Date);

     

    (d) as of the
consummation of the Financing Transactions, the Information is, when furnished
and taken as a whole, complete and correct in all material respects and does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements contained therein, in light of the
circumstances under which such statements are made, not misleading, and the
representations and warranties in Section 5 of this commitment letter are true
and correct and the covenants set forth in Section 5 of this commitment letter
shall have been performed in all material respects;

     

    (e) the
Company and its subsidiaries shall have executed and delivered definitive
documentation with respect to the Financing Transactions that is consistent with
the Term Sheet and this commitment letter and customary for this type of
transaction;

     

    (f) all
governmental and material third party approvals and consents required by the
Term Sheet, including bankruptcy court approval, necessary in connection with
the transactions contemplated by the Term Sheet shall have been obtained and be
in full force and effect, and all applicable waiting periods shall have expired
without any action being taken or threatened by any competent authority that
would restrain, prevent or otherwise impose materially adverse conditions on
such transactions;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g) the Plan
shall be consummated on the terms and conditions set forth in the Term Sheet,
the Restructuring Agreement and that certain Escrow Agreement, dated as of the
date hereof, by and among, inter alia, the Company,
Wells Fargo Bank, N.A. and certain members of the Committee, contemporaneously
with the closing of the Financing Transactions; and

     

    (h) Investor
shall have received such legal opinions, documents and other instruments as are
customary for transactions of this type.

     

    The definitive documentation
contemplated by clause (e) above shall not contain (i) any conditions precedent
other than the accuracy of the Specified Representations and the conditions
precedent set forth herein or (ii) any representation or warranty (other than
Specified Representations), affirmative or negative covenant or event of
default, the accuracy, compliance or absence, respectively, of or with which
would be a condition to the availability of the Commitment on the Effective
Date.  For purposes hereof, “Specified Representations” means the
representations and warranties of the Company relating to corporate power and
authority, the enforceability of the definitive documentation, the validity of
the securities issued and, in each case as they relate to the entering into and
performance of the definitive credit documentation, Federal Reserve margin
regulations, and the Investment Company Act.

     

     

    
      
        
        

      

      
        B-2