exhibit10_6.htm


    EXHIBIT
10.6

     

    LOCK-UP
AGREEMENT

    


    This
LOCK-UP AGREEMENT (this "Agreement"), dated as of
November 30, 2009, is made by and between Paul G. Allen ("Mr. Allen"), Charter
Investment, Inc., a Delaware corporation ("CII") and Charter
Communications, Inc., a Delaware corporation (the "Company").

     

    RECITALS

     

    WHEREAS,
on March 27, 2009, the Company, CII and certain direct and indirect subsidiaries
of the Company (collectively, the "Debtors") filed petitions for
relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the
United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy
Court").

     

    WHEREAS,
the Debtors filed a joint plan of reorganization (the "Joint Plan") which, pursuant
to the Bankruptcy Code, was confirmed by an order, entered November 17, 2009
(the "Confirmation
Order"), of the Bankruptcy Court.

     

    WHEREAS,
pursuant to the Joint Plan, among other things, and on the effective date
thereof (the "Effective
Date"), Mr. Allen and/or CII, as applicable, will receive various
consideration in settlement of their rights, claims and remedies against the
Debtors (other than CII) (the "Allen Entities Settlement"),
including without limitation, shares of Class B Common Stock, par value $.001
per share, of the Company ("Class B Stock"), representing
35% of the combined voting power of Class A Common Stock, par value $.001 per
share, of the Company ("Class A
Stock") and Class B Stock.

     

    WHEREAS,
as part of the Allen Entities Settlement, Mr. Allen has agreed to certain
restrictions on transfer of shares of Class B Stock received pursuant to the
Joint Plan ("Subject
Securities") and conversion of Subject Securities into Class A Stock, on
a one-for-one basis, as provided by and permitted under the Company's Amended
and Restated Certificate of Incorporation.

     

    WHEREAS,
the Confirmation Order provides, among other things, for entry into this
agreement to provide for such restrictions on transfer and conversion of Subject
Securities on the terms set forth herein, and the parties desire to enter into
this Agreement on such terms.

     

    NOW,
THEREFORE, in consideration of the terms and provisions set forth herein, the
benefits to be gained by the performance thereof and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company, Mr. Allen and CII hereby agree as follows:

     

    AGREEMENT

    


    
      	
              1.  

            	
              Definitions.  As
      used in this Agreement, the following terms shall have the following
      meanings:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Authorized Class B Holders"
means any of (a) Mr. Allen, (b) his estate, spouse, immediate family members and
heirs and (c) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners or other owners of which consist
exclusively of Mr. Allen or such other Persons referred to in clause (b) above
or a combination thereof.

    


    "CCO" means Charter
Communications Operating, LLC.

    


    "CCO Credit Facility" means the
Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended
and restated on March 6, 2007, among CCO, CCO Holdings, LLC, the several
banks and other financial institutions or entities from time to time parties
thereto, J.P. Morgan Chase Bank, N.A., as administrative agent, J.P. Morgan
Chase Bank, N.A. and Bank of America, N.A., as syndication agents, Citicorp
North America, Inc., Deutsche Bank Securities Inc., General Electric Capital
Corporation and Credit Suisse Securities (USA) LLC, as revolving facility
co-documentation agents, and Citicorp North America, Inc., Credit Suisse
Securities (USA) LLC, General Electric Capital Corporation and Deutsche Bank
Securities Inc., as term facility co-documentation agents.

    


    "Change of Control" means,
directly or indirectly, (a) the sale, transfer, conveyance or other disposition
(other than by way of merger, consolidation or recapitalization of the Company),
in one or a series of related transactions, of all or substantially all of the
assets of the Company and its subsidiaries, taken as a whole, (b) the
consummation of any transaction, including any merger or consolidation, the
result of which is that any "person" (as such term is used in Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended) other than an Authorized
Class B Holder, becomes the holder, directly or indirectly, of 35% or more of
the combined voting power of the capital stock of the Company or (c) the
consummation of any transaction (including without limitation, a merger,
consolidation or recapitalization), pursuant to which any of the outstanding
capital stock of the Company is converted into or exchanged for cash, securities
or other property, other than any such transaction where the capital stock of
the Company outstanding immediately prior to such transaction (other than Class
B Stock) is converted into or exchanged for capital stock of the surviving or
transferee Person constituting a majority of the outstanding voting power of
such surviving or transferee Person immediately after giving effect to such
transaction.

    


    "Lock-Up Termination Date"
means the earliest to occur of (a) September 15, 2014, (b) the repayment,
replacement, refinancing or substantial modification, including any waiver, to
the change of control provisions of the CCO Credit Facility, and (c) a Change of
Control.

    


    "Person" means any individual,
corporation, partnership, joint venture, association, limited liability company,
joint stock company, trust, unincorporated organization, government or agency or
political subdivision thereof or any other entity.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "Transfer" means, directly or
indirectly, any sale, assignment, gift, pledge, hypothecation, mortgage,
exchange or other disposition.

    


    
      	
              2.  

            	
              Restriction on
      Transfer or Conversion of Class B
Stock.

            


    

    


    
      	
              (a)  

            	
              (i)              From
      and after the Effective Date to but not including the Lock-Up Termination
      Date, each of Mr. Allen and CII shall not Transfer any Subject Securities
      or convert any Subject Securities into Class A Stock; provided, that,
      the foregoing restrictions shall not apply to any Transfer by an
      Authorized Class B Holder to any other Authorized Class B
      Holder.  Any Transfer or conversion of Subject Securities that
      does not comply with the foregoing restrictions shall be deemed void ab
    initio.

            


    

    


    (ii)           Mr.
Allen hereby warrants and represents to the Company that, as of the date hereof,
(x) he is the sole stockholder of CII and (y) he holds all of the voting power
with respect to the shares of capital stock of CII.

    


    
      	
              (b)  

            	
              For
      the avoidance of doubt, the Company acknowledges and agrees that nothing
      herein shall restrict or limit in any manner whatsoever the right of Mr.
      Allen, CII  or Mr. Allen's other affiliates to Transfer (at any
      time) any securities of the Company or its subsidiaries (other than
      Subject Securities) held from time to time by Mr. Allen, CII or any such
      other affiliates, including without limitation, shares of Class A Stock,
      warrants to purchase shares of Class A Stock and any other securities
      received by Mr. Allen, CII and/or such other affiliates pursuant to the
      Allen Entities Settlement.

            


    

    


    
      	
              3.  

            	
              Transfer Agent; Stop
      Transfer Instructions.  During the term of this
      Agreement, each of Mr. Allen and CII agrees and consents to the entry of
      stop transfer instructions with the Company's transfer agent and registrar
      against the Transfer or conversion, as applicable, of Subject Securities
      if and to the extent (and only to the extent) such Transfer or conversion
      is prohibited by Section 2(a).

            


    

    


    
      	
              4.  

            	
              Termination.  This
      Agreement shall terminate without further action on the Lock-Up
      Termination Date or earlier upon the mutual written agreement of the
      parties hereto.  Immediately upon the termination of this
      Agreement, this Agreement and all obligations hereunder of the parties
      hereto shall be terminated in all
respects.

            


    

    


    
      	
              5.  

            	
              No Third Party
      Beneficiaries.  Other than the parties to this Agreement,
      nothing in this Agreement, express or implied, is intended to or shall
      confer upon any Person any right, benefit or remedy of any nature
      whatsoever under or by reason of this
Agreement.

            


    

    


    
      	
              6.  

            	
              Governing
      Law.  This Agreement shall be governed by, and construed
      in accordance with, the laws of the State of New York applicable to
      contracts made and to be 

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	
               

            	
              performed
      in such state without giving effect to applicable principles of conflicts
      of law to the extent that the application of the laws of another
      jurisdiction would be required
thereby.

            


    

     

    
      	
              7.  

            	
              Severability.  If
      any provision of this Agreement is held to be invalid or unenforceable in
      any respect, the validity and enforceability of the remaining terms and
      provisions of this Agreement shall not in any way be affected or impaired
      thereby and the parties will attempt in good faith to agree upon a valid
      and enforceable provision that is a reasonable substitute therefor and
      effects the original intent of the parties as closely as possible, and
      upon so agreeing, shall incorporate such substitute provision in this
      Agreement.

            


    

    


    
      	
              8.  

            	
              Amendments.  This
      Agreement may not be amended except by the express written agreement
      signed by all of the parties to this
Agreement.

            


    

    


    
      	
              9.  

            	
              Entire
      Agreement.  This Agreement (together with the Amended and
      Restated Certificate of Incorporation of the Company) constitutes the
      entire agreement, and supersedes all other prior agreements,
      understandings, representations and warranties, both written and oral,
      between the parties to this Agreement with respect to the subject matter
      of this Agreement.

            


    

    


    
      	
              10.  

            	
              Counterparts;
      Effectiveness.  This Agreement may be executed in one or
      more counterparts, all of which shall be considered one and the same
      agreement and shall become effective when such counterparts have been
      signed by each party and delivered to the other party, it being understood
      that all parties need not sign the same
  counterpart.

            


    

    


    
      	
              11.  

            	
              Assignment;
      Succession.  Neither this Agreement nor any of the rights
      or obligations hereunder shall be assigned by any of the parties hereto
      without the prior written consent of the other parties; provided, that,
      Mr. Allen or CII may, without the consent of the other parties hereto,
      assign their respective rights and obligations hereunder to a transferee
      of Subject Securities permitted by this Agreement; provided further, that
      as a condition to such assignment, any such transferee shall have
      delivered to the Company a written instrument, in form and substance
      reasonably satisfactory to the Company, to the effect that such transferee
      agrees to be bound by the terms of this Agreement, including, without
      limitation, the restrictions on Transfer in Section
      2(a)(i).  Subject to the preceding sentence, this Agreement will
      be binding upon, inure to the benefit of and be enforceable upon and by
      the parties and their respective successors and assigns including, but not
      limited to, any of their respective estates, spouses, immediate family
      members and heirs.

            


    

    


    
      	
              12.  

            	
              Notices.  The
      Company shall provide each of Mr. Allen and CII with prompt written notice
      of the occurrence of any event described in clause (b) or (c) of the
      definition of "Lock Up Termination Date."  Any notice to be
      given to any party hereto shall be in writing (which may include
      facsimile) and shall be deemed to have been given and received when
      delivered to the address of the receiving party as specified on the
      

            


    

     

     

    
 

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    


    
      	
               

            	
              signature
      pages hereof.  Any party may, at any time by giving five (5)
      days' prior written notice to the other parties, designate any other
      address in substitution of the foregoing address to which such notice
      shall be given.

            


    

     

    
      	
              13.  

            	
              Specific
      Performance.  The parties agree that a breach of any
      covenant or agreement contained in this Agreement may cause the
      non-breaching party to sustain irreparable damages and that money damages
      may not be an adequate remedy at law.  The parties agree that,
      in the event of any breach or threatened breach of any covenant or
      agreement contained in this Agreement, the non-breaching party (in
      addition to any other remedy that may be available to it, including
      monetary damages) shall be entitled to seek (a) the remedy of specific
      performance of such covenant or agreement, and (b) an injunction
      restraining such breach or threatened
breach.

            


    

     

    [Signature Pages
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    IN
WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as
of the date first written above.

     

    


    CHARTER
COMMUNICATIONS, INC.

    


    


    


    By:________________________________

    Name:

    Title:

    


     

    Address
for notices:

    Charter
Communications, Inc.

    12405
Powerscourt Drive

    St.
Louis, MO 63131

    Attention:
General Counsel

    Facsimile:
314-543-2308

     

    with a
copy (which shall not constitute notice) to:

     

    Kirkland
& Ellis LLP

    601
Lexington Avenue

    New York,
New York 10022

    Attention:
Christian O. Nagler

    Facsimile:
(212) 446-6460

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    CHARTER
INVESTMENT, INC.

    


    


    


    By:________________________________

    Name:                 William
L. McGrath

    Title:                 Vice
President

    


     

    Address
for notices:

    c/o
Vulcan Inc.

    505 Fifth
Avenue South, Suite 900

    Seattle,
Washington 98104

    Attention:  General
Counsel

    Facsimile:  (206)
342-3347

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    


    ___________________________________

    PAUL
G. ALLEN

    


     

    Address
for notices:

    c/o
Vulcan Inc.

    505 Fifth
Avenue South, Suite 900

    Seattle,
Washington 98104

    Attention:  General
Counsel

    Facsimile:  (206)
342-3347