exhibit4_01.htm


    


                                                                                                    EXHIBIT
4.01

     

     

    FIRST AMENDMENT TO RIGHTS
AGREEMENT

     

    This
First Amendment to Rights Agreement (the "Amendment") is made and entered into
effective as of this 23rd day of December, 2008 by and between CHARTER
COMMUNICATIONS, INC., a Delaware corporation (the "Company") and MELLON INVESTOR
SERVICES LLC, a New Jersey limited liability company (the "Rights
Agent").

     

    WITNESSETH:

     

    WHEREAS, the Company and the Rights
Agent are parties to that certain Rights Agreement dated August 14, 2007 (the
"Agreement") that provides, inter alia, for the terms of a rights plan and
dividend distribution of certain preferred share purchase rights to the holders
of outstanding Class A and outstanding Class B common stock of the Company as of
the record date provided therein.

     

    WHEREAS, the Agreement is set to
terminate by its terms on December 31, 2008.

     

    WHEREAS, the Board of Directors of the
Company has determined that it is in the best interest of the Company and its
shareholders to extend the term of the Agreement as more fully set forth
herein.

     

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

     

    AGREEMENTS:

     

    1.           Accuracy of
Recitals/Incorporation of Defined Terms.  The parties
acknowledge and agree that the foregoing recitals are true and
accurate.  Unless otherwise expressly set forth herein, all
capitalized terms shall have the meaning set forth in the
Agreement.

     

    2.           Extension of
Agreement/Revision of Definition of Expiration Date.  Section
1(w) of the Agreement is hereby deleted in its entirety and replaced as
follows:

     

    "Expiration Date"
shall mean  the earliest of:  (i) immediately following such
time as notice is given to the Company, in accordance with the provisions of
Section 25 hereof at the address set forth therein as of the date hereof, of a
determination by holders of a majority of the shares of Class B Common Stock to
terminate this Agreement, (ii) the Close of Business on December 31, 2009; (iii)
the Close of Business on the date on which the Company makes a public
announcement (by press release, filing made with the Securities and Exchange
Commission or otherwise) that the Board has determined that the Company's
Section 382 Ownership Level dropped below 25%; (iv) the time at which


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

      the
Rights are redeemed as provided in Section 22 hereof, and (v) the time at which
the Rights are exchanged as provided in Section 23 hereof.  For the
purposes of the Board's determination pursuant to sub-section (iii) above, the
Board's good faith reliance on the representations of management shall be
sufficient and the Board shall not be obligated to perform its own calculation
with respect to the Company's purported Section 382 Ownership
Level.

    

     

    3.           Amendment to Severability
Provision.  Section 30 of the Agreement is hereby deleted in
its entirety and replaced as follows:

     

    If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated; provided, however, that
notwithstanding anything in this Agreement to the contrary, if any such term,
provision, covenant or restriction is held by such court or authority to be
invalid, void or unenforceable and the Board determines in its good faith
judgment that severing the invalid language from this Agreement would adversely
affect the purpose or effect of this Agreement, the right of redemption set
forth in Section 22 hereof shall be reinstated and shall not expire until the
Close of Business on the tenth Business Day following the date of such
determination by the Board.  If such excluded provision shall affect
the rights, immunities, duties or obligations of the Rights Agent, the Rights
Agent shall be entitled to resign upon one Business Day’s notice to the
Company.  Without limiting the foregoing, if any provision requiring a
specific group of directors to act is held to by any court of competent
jurisdiction or other authority to be invalid, void or unenforceable, such
determination shall then be made by the Board in accordance with applicable law
and the Company's Certificate of Incorporation and bylaws.

     

    4.           Conformity of Exhibits with
Amendment.  The first page of the form of Rights Certificate
attached to the Agreement as Exhibit B is amended
and restated in its entirety as set forth in Annex 1 attached
hereto.  All other exhibits in the Agreement are otherwise hereby
deemed modified to reflect and conform to all amendments contained
herein.

     

    5.           Amendment
Binding.  This Amendment inures to the benefit of, and binds
the parties and their respective successors and assigns.

     

    6.           Ratification.  Except
as expressly set forth herein, all of the terms, conditions and covenants
contained in the Agreement shall remain unmodified and in full force and
effect.

     

     

    
      
        
        

      

      
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    7.           Counterparts; Facsimile
Signatures.  This Amendment may be executed in counterparts,
each of which shall be deemed original, but all of which together shall
constitute one and the same instrument.  Any or all parties may
execute this Amendment by facsimile signature, and any such facsimile signature
shall be deemed an original signature.

     

    8.           Governing
Law.  This amendment shall be deemed to be a contract made
under the law of the State of Delaware and for all purposes shall be governed by
and construed in accordance with the internal laws of such State applicable to
contracts to be made and performed entirely within such State; except that the
rights, duties and obligations of the Rights Agent under this Amendment shall be
governed by and construed in accordance with the laws of the State of New
York.

     

    IN
WITNESS WHEREOF, the parties hereto have executed the foregoing First Amendment
to Rights Agreement effective as of the day and year first above
written.

     

                    "COMPANY"

     

                    CHARTER
COMMUNICATIONS, INC.

    


     

                    By:  /s/ Eloise
Schmitz                  


                    Print
Name:  Eloise Schmitz

                    Title:    Executive
Vice President and Chief Financial Officer

     

     

    


     

                    "RIGHTS
AGENT"

     

                    MELLON INVESTOR
SERVICES LLC

     

                    By:  /s/ Jane A.
Marten                 


                    Print
Name:  Jane A. Marten

                    Title:  Asst.
Vice President

     

    


     

    
      
        
        

      

      
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    ANNEX 1

     

    Exhibit
B

     

    FORM
OF RIGHTS CERTIFICATE

     

    Certificate
No.
R-___________         ___________Rights
in respect of Class __ Common Stock

     

     

    NOT
EXERCISABLE AFTER DECEMBER 31, 2009 OR EARLIER IF REDEEMED, EXCHANGED OR
AMENDED.  THE RIGHTS ARE SUBJECT TO REDEMPTION, EXCHANGE AND AMENDMENT
AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES SPECIFIED IN THE RIGHTS
AGREEMENT, RIGHTS THAT ARE OR WERE BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR
AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED
IN THE RIGHTS AGREEMENT) OR A TRANSFEREE THEREOF MAY BECOME NULL AND
VOID.

     

    RIGHTS
CERTIFICATE

     

    Charter
Communications, Inc.

     

    This
certifies that _________________, or registered assigns, is the registered owner
of the number of Rights set forth above, each of which entitles the owner
thereof, subject to the terms, provisions, and conditions of the Rights
Agreement (including without limitation Section 11(a)(ii)), (the “Rights
Agreement”), by and between Charter Communications, Inc., a Delaware
corporation (the “Company”),
and BNY Mellon Investor Services LLC, a New Jersey limited liability company
(the “Rights
Agent”), dated as of August 14, 2007, as amended by the First Amendment
to Rights Agreement dated as of December 23, 2008, to purchase from the Company
at any time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 p.m. (New York time) on the Expiration Date (as
such term is defined in the Rights Agreement) at the office or offices of the
Rights Agent designated for such purpose, one one-thousandth of a fully paid
nonassessable share of Series B Junior Preferred Stock, par value $0.001 per
share (the “Preferred
Shares”), of the Company, at a purchase price of $25.00 per one
one-thousandth of a Preferred Share (the “Purchase
Price”), upon presentation and surrender of this Rights Certificate with
the Form of Election to Purchase and related Certificate duly
executed.  If this Rights Certificate is exercised in part, the holder
will be entitled to receive upon surrender hereof another Rights Certificate or
Rights Certificates for the number of whole Rights not exercised.  The
number of Rights evidenced by this Rights Certificate (and the number of one
one-thousandths of a Preferred Share which may be purchased upon exercise
thereof) set forth above, and the Purchase Price set forth above, are the number
and Purchase Price as of the date of the Rights Agreement, based on the
Preferred Shares as constituted at such date.  Terms used herein with
initial capital letters and not defined herein are used herein with the meanings
ascribed thereto in the Rights Agreement.

     

    As
provided in the Rights Agreement, the Purchase Price and/or the number and/or
kind of shares of Preferred Stock (or other securities, as the case may be)
which may be purchased upon the exercise of the Rights evidenced by this Rights
Certificate are subject to adjustment upon the occurrence of certain
events.