exhibit10_2.htm


     

     

    Exhibit
      10.2

    
       

      
 

      AMENDED
        AND RESTATED UNIT LENDING AGREEMENT

      


      Dated
        as
        of October 2, 2007

      


            Between

      


            CHARTER
        COMMUNICATIONS HOLDING COMPANY, LLC ("LENDER"),

      


            and

      


            CHARTER
        COMMUNICATIONS, INC. ("BORROWER").

      


            WHEREAS,
        in connection with the issuance by Lender of $862,500,000 aggregate principal
        amount of 2009 Mirror Convertible Senior Notes (as defined herein), Lender
        and
        Borrower entered into that certain Unit Lending Agreement dated as of November
        22, 2004 (the “Unit Lending Agreement”);

       

      WHEREAS,
        Lender and Borrower desire to amend and restate the Unit Lending Agreement
        in
        connection with an exchange offer (the “Exchange Offer”)
        pursuant to which $363,847,000 aggregate principal amount of 2009 Mirror
        Convertible Notes are being exchanged for 2027 Mirror Convertible Notes (as
        defined herein) in order to maintain and extend the Loans (as defined herein)
        to
        Borrower under the Unit Lending Agreement; and

       

      WHEREAS,
        this AGREEMENT sets forth the terms and conditions under which Lender and
        Borrower agree to maintain and extend the Loans made to Borrower under the
        Unit
        Lending Agreement. 

       

      NOW,
        THEREFORE, in consideration of the mutual covenants contained herein and
        other
        good and valuable consideration, the sufficiency of which is hereby
        acknowledged, the parties hereto, intending to be legally bound, hereby mutually
        covenant and agree as follows:

       

      This
        AGREEMENT sets forth the terms and conditions under which Borrower may, from
        time to time, borrow from Lender Class B Common Units of Lender.

      


            The
        parties hereto agree as follows:

      


            Section
        1. Certain Definitions. The following capitalized terms shall have the following
        meanings:

      


            “2009
        MIRROR CONVERTIBLE NOTES” means the $862,500,000 aggregate principal amount of
        Convertible Senior Notes due 2009 issued by Lender.

      


            “2027
        MIRROR CONVERTIBLE NOTES” means the $479,168,000 aggregate principal amount of
        Convertible Senior Notes due 2027 issued by Lender.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


            "BUSINESS
        DAY" means a day on which regular trading occurs in the principal trading
        market
        for the common stock of Borrower.

      


            "CASH"
        means any coin or currency of the United States as at the time shall be legal
        tender for payment of public and private debts.

      


      "CONVERTIBLE
        NOTES" means collectively the $862,500,000 aggregate principal amount of
        Convertible Senior Notes due 2009 issued by Lender and the $479,168,000
        aggregate principal amount of Convertible Senior Notes due 2027 issued by
        Lender.

       

      


            "COMMON
        STOCK" means shares of Class A Common Stock, par value $.001, of Borrower,
        or
        any other security into which the Common Stock shall be exchanged or converted
        as the result of any merger, consolidation, other business combination,
        reorganization, reclassification, recapitalization or other corporate action
        (including, without limitation, a reorganization in bankruptcy).

      


            "FACILITY
        TERMINATION DATE" means the earlier to occur of (i) the first date on which
        all
        of the Convertible Notes have been converted, repaid, repurchased, redeemed
        or
        are otherwise no longer outstanding, and (ii) October 1, 2027.

      


            "LLC
        AGREEMENT" means the Amended and Restated Limited Liability Company Agreement
        of
        Charter Communications Holding Company, LLC.

      


            "LOAN
        AVAILABILITY PERIOD" means the period that began on November 22, 2004 and
        ended
        on November 16, 2006.

      


            "LOANED
        SHARES" means shares of Common Stock transferred in a Loan as defined in
        and
        pursuant to the Share Lending Agreement until such Common Stock (or identical
        Common Stock) is transferred back to Lender thereunder. If, as the result
        of a
        stock dividend, stock split or reverse stock split, the number of outstanding
        shares of Common Stock is increased or decreased, then the number of outstanding
        Loaned Shares shall be proportionately increased or decreased, as the case
        may
        be. If any new or different security (or two or more securities) shall be
        exchanged for the outstanding shares of Common Stock as the result of any
        reorganization, merger, consolidation, other business combination,
        reclassification, recapitalization or other corporate action (including,
        without
        limitation, a reorganization in bankruptcy), such new or different security
        (or
        such two or more securities collectively) shall, effective upon such exchange,
        be
        deemed
        to become a Loaned Share in substitution for the former Loaned Share for
        which
        such exchange is made and in the same proportion for which such exchange
        was
        made.

      


            "LOANED
        UNITS" means Units transferred in a Loan hereunder until such Units are returned
        to Lender hereunder and cancelled. If, as the result of a stock dividend,
        stock
        split or reverse stock split by Borrower, the number of outstanding shares
        of
        Common Stock is increased or decreased, then the number of outstanding Loaned
        Units shall be


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      proportionately
        increased or decreased, as the case may be. If any new or different security
        (or
        two or more securities) shall be exchanged for the outstanding shares of
        Common
        Stock as the result of any reorganization, merger, consolidation, other business
        combination, reclassification, recapitalization or other corporate action
        with
        respect to

      Borrower
        (including, without limitation, a reorganization in bankruptcy), such new
        or
        different security (or such two or more securities collectively) or mirror
        securities of Lender, as appropriate, shall, effective upon such exchange,
        be
        deemed to become a Loaned Unit in substitution for the former Loaned Unit
        for
        which such exchange is made and in the same proportion for which such exchange
        was made.

      


            "MAXIMUM
        NUMBER OF UNITS" means 29,845,200 Units, subject to the following
        adjustments:

      


            (a)
        If, as the result of a stock dividend, stock split or reverse stock split
        by
        Borrower, the number of outstanding shares of Common Stock is increased or
        decreased, the Maximum Number of Units shall, effective as of the payment
        or
        delivery date of any such event, be proportionally increased or decreased,
        as
        the case may be.

      


            (b)
        If, pursuant to a merger, consolidation, other business combination,
        reorganization, reclassification, recapitalization or other corporate action
        (including, without limitation, a reorganization in bankruptcy) involving
        the
        Borrower and the result of which is that Lender remains in existence, the
        Common
        Stock is exchanged for or converted into Cash, securities or other property,
        the
        Maximum Number of Units shall, effective upon such exchange, be adjusted
        by
        multiplying the Maximum Number of Units at such time by the number of
        securities, the amount of Cash or the fair market value of any other property
        exchanged for one share of Common Stock in such event (or mirror securities
        or
        property, as the case may be exchanged for one Unit).

      


            Upon
        the termination of any Loan pursuant to Section 4(a), the Maximum Number
        of
        Units shall be reduced by the number of Loaned Units surrendered by Borrower
        to
        Lender; provided that if the number of Loaned Units corresponding to an Unsold
        Amount (as defined in the Share Lending Agreement) is properly returned to
        Lender at the time that the Unsold Amount is properly returned to Borrower
        under
        the Share Lending Agreement, such returned Units shall not so reduce the
        Maximum
        Number of Units.

      


            "SHARE
        LENDING AGREEMENT" means that certain Amended and Restated Share Lending
        Agreement, dated of even date hereof, between Borrower and Citigroup Global
        Markets Limited.

      


            "UNITS"
        means Class B Common Units of Lender.

      


            Section
        2. Loans Of Units; Transfers of Loaned Units

      


              (a)
        During the Loan Availability Period, Lender loaned to Borrower 116,949,300
        Units, of which 29,845,200 Units remain outstanding as of the date
        hereof.  Such loans were made subject to the terms of the Unit Lending
        Agreement (each such issuance and


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      loan,
        a
        "LOAN") and were confirmed by a schedule and receipt listing the Loaned Units
        provided by Borrower to Lender (the "CONFIRMATION"). Such Confirmation
        constitutes conclusive evidence with respect to the Loan, including the number
        of Units that are the subject of the Loan to which the Confirmation relates,
        until such Loan is terminated and the Loaned Units are returned to Lender
        in
        accordance with this Agreement.

      


            Section
        3. Loan Fee. Borrower paid Lender a single loan fee per Loan (a "LOAN FEE")
        equal to $.001 per Loaned Unit included in such Loan.

      


            Section
        4. Loan Terminations.

      


          (a)
        Borrower may terminate all or any portion of a Loan on any Business Day by
        giving written notice thereof to Lender, without any consideration being
        payable
        in respect thereof by Lender to Borrower. Any such loan termination shall
        be
        effective upon such written notice in accordance with the terms hereof and
        Lender shall amend its LLC Agreement (and in any event, without the necessity
        of
        any action by Lender, Lender's LLC Agreement shall automatically be deemed
        to be
        amended) to reflect the reduction in the number of outstanding
        Units.

      


          (b)
        All outstanding Loans shall terminate on the first Business Day following
        the
        Facility Termination Date and all Loaned Units then outstanding, if any,
        shall
        be cancelled by Lender by amending its LLC Agreement (and in any event, without
        the necessity of any action by Lender, Lender's LLC Agreement shall
        automatically be deemed to be amended), without any consideration being payable
        in respect thereof by Lender to Borrower, on the day that Borrower receives
        the
        Loaned Shares under the Share Lending Agreement from its Borrower
        thereunder.

      


          (c)
        If on any date, the number of Loaned Units exceeds the Maximum Number of
        Units,
        the number of Loaned Units in excess of the Maximum Number of Units shall
        be
        cancelled by Lender by amending its LLC Agreement (and in any event, without
        the
        necessity of any action by Lender, Lender's LLC Agreement shall automatically
        be
        deemed to be amended), without any consideration being payable in respect
        thereof by Lender to Borrower, on the day that Borrower receives the equivalent
        number of Loaned Shares under the Share Lending Agreement from its Borrower
        thereunder.

      


          (d)
        If a Loan is terminated upon the occurrence of a Default as set forth in
        Section
        8 or if the Share Lending Agreement is terminated puruant to Section 11 thereof,
        the Loaned Units shall be cancelled by Lender by amending its LLC Agreement
        (and
        in any event, without the necessity of any action by Lender, Lender's LLC
        Agreement shall automatically be deemed to be amended), without any
        consideration being payable in respect thereof by Lender to Borrower, on
        the day
        that Borrower receives the Loaned Shares under the Share Lending Agreement
        from
        its Borrower thereunder.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


            Section
        5. Distributions.

      


          (a)
        If at any time when there are Loaned Units outstanding under this Agreement,
        Lender makes a Cash distribution in respect of its outstanding Units, Borrower
        shall pay to Lender (whether or not Borrower is a holder of any or all of
        the
        outstanding Loan Units), within one Business Day after the payment of such
        distribution, an amount in Cash equal to the product of (i) the amount per
        Unit
        of such dividend or distribution and (ii) the number of Loaned Units outstanding
        at such time.

      


          (b)
        If at any time when there are Loaned Units outstanding under this Agreement,
        Lender makes a distribution in respect of its outstanding Units in property
        or
        securities, including any options, warrants, rights or privileges in respect
        of
        securities (other than a distribution of Units, but including any options,
        warrants, rights or privileges exercisable for, convertible into or exchangeable
        for Units) to the then holder or holders of such Loaned Units (a "NON-CASH
        DISTRIBUTION"), Borrower shall deliver to Lender in kind (whether or not
        Borrower is a holder of any or all of the outstanding Loaned Units), within
        one
        Business Day after the date of such Non-Cash Distribution, the property or
        securities so distributed in an amount (the "DELIVERY AMOUNT") equal to
        the

      product
        of (i) the amount per Unit of such Non-Cash Distribution and (ii) the number
        of
        Loaned Units outstanding at such time; provided that in lieu of such delivery,
        Borrower may deliver to Lender the market value of the Delivery Amount, as
        determined by the Agent (as defined in the Share Lending Agreement) in
        accordance with market practice for the property or securities constituting
        the
        Non-Cash Distribution.

      


            Section
        6. Rights in Respect of Loaned Units. Subject to the terms of this Agreement,
        including Borrower's obligation to return the Loaned Units in accordance
        with
        the terms of this Agreement, and except as otherwise agreed by Borrower and
        Lender, Borrower shall have all of the incidents of ownership in respect
        of any
        Loaned Units.

      


            Section
        7. Covenants.

      


          (a)
        Any Cash or other property received by Borrower pursuant to the Share Lending
        Agreement shall be paid or transferred immediately to Lender.

      


          (b)
        If Borrower determines that it will redeem or purchase shares of Common Stock
        pursuant to the Share Lending Agreement, Borrower will notify Lender in writing
        of the number of shares of Common Stock to be redeemed and the aggregate
        cost of
        such redemption at least two Business Days prior to settlement of such
        redemption. On the date of settlement of such redemption, Lender will redeem
        the
        number of Units equal to the number of shares of Common Stock provided in
        Borrower's notice for the amount of Cash or other property provided in such
        notice.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


            Section
        8. Events of Default.

      


            All
        Loans may, at the option of the Lender by a written notice to Borrower, be
        terminated two Business Days following such notice on the occurrence of the
        events set forth below, (each, a "DEFAULT"):

      


          (a)
        Borrower fails to deliver or pay to Lender when due any Cash, securities
        or
        other property as required by Section 5; or

      


          (b)
        Borrower notifies Lender of its inability to or intention not to perform
        its
        obligations hereunder or otherwise disaffirms, rejects or repudiates any
        of its
        obligations hereunder.

      


            Section
        9. Limitation on Lender's Remedies. Notwithstanding anything to the contrary
        herein, upon the termination of any Loan by Lender under Section 8 or upon
        any
        other breach of this Agreement by Borrower, Lender shall only be entitled
        to
        cancel Loaned Units at the time that Borrower receives Loaned Shares from
        its
        borrower under the Share Lending Agreement. Furthermore, Lender shall only
        be
        entitled to the receipt of any other form of damages or compensation at the
        time
        and to the extent that Borrower receives damages and compensation under the
        Share Lending Agreement.

      


            Section
        10. Transfers.

      


          (a)
        All transfers of Loaned Units to Borrower hereunder shall be made by appropriate
        amendment to Lender's LLC Agreement.

      


          (b)
        All transfers of Cash hereunder to Borrower or Lender shall be by wire transfer
        or internal bank book entry debit/credit in immediately available, freely
        transferable funds.

      


          (c)
        A transfer of securities or Cash may be effected under this Section 10 on
        any
        day except (i) a day on which the transferee is closed for business at its
        address set forth in Section 12 or (ii) a day on which a wire transfer system
        is
        closed, if the facilities of such wire transfer system are required to effect
        such transfer.

      


            Section
        11. Termination of Agreement. This Agreement may be terminated at any time
        by
        the written agreement of Lender and Borrower.

      


            Section
        12 Notices.

      


          (a)
        All notices and other communications hereunder shall be in writing and shall
        be
        deemed to have been duly given when received.

      


          (b)
        All such notices and other communications shall be directed to the following
        address:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


                  If
        to Borrower or Lender to:

      


                           Charter
        Communications, Inc.

                           12405
        Powercourt Dr.

                           St.
        Louis, MO  63131

                           Telephone:  314-965-0555

                           Telecopier:  314-965-8793

                           Attention:  General
        Counsel

      


          (c)
        In the case of any party, at such other address as may be designated by written
        notice to the other parties.

      


            Section
        13. Governing Law; Submission To Jurisdiction; Severability.

      


          (a)
        This Agreement shall be governed by and construed in accordance with the
        laws of
        the State of New York, but excluding any choice of law provisions that would
        require the application of the laws of a jurisdiction other than New
        York.

      


          (b)
        EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO THE
        NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE
        COURT
        SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY SUCH COURT, SOLELY
        FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT TO ENFORCE ITS
        OBLIGATIONS HEREUNDER OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY LOAN
        HEREUNDER AND (B) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO,
        ANY
        DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
        IN ANY SUCH COURT AND ANY RIGHT OF JURISDICTION ON ACCOUNT OF ITS PLACE OF
        RESIDENCE OR DOMICILE.

      


          (c)
        EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO
        TRIAL
        BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING
        TO
        THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

      


          (d)
        To the extent permitted by law, the unenforceability or invalidity of any
        provision or provisions of this Agreement shall not render any other provision
        or provisions herein contained unenforceable or invalid.

      


            Section
        14. Counterparts. This Agreement may be executed in any number of counterparts,
        and all such counterparts taken together shall be deemed to constitute one
        and
        the same agreement.

      


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      IN
        WITNESS WHEREOF, the parties
        hereto to have executed this Unit Lending Agreement as of the date and year
        first above written.

      


      


      


      CHARTER
        COMMUNICATIONS

      HOLDING
        COMPANY, LLC

      as
        Lender,

      


      


      By:­­­­­­­­­­­­­­­­___/s/
        Thomas M. Degnan________

      Name:  Thomas
        M.
        Degnan

      Title:    Vice
        President – Finance and

                   Corporate
        Treasurer

      


      


      


      CHARTER
        COMMUNICATIONS,
        INC.

      as
        Borrower,

      


      


      By:___/s/
        Thomas M.
        Degnan________

      Name:  Thomas
        M.
        Degnan

      Title:    Vice
        President – Finance and

                   Corporate
        Treasurer