EXHIBIT 10.10
AMENDMENT NUMBER ONE TO
AMENDED AND RESTATED MANAGEMENT AGREEMENT
AMENDMENT NUMBER ONE, dated as of October 31, 1995, to the Amended and
Restated Management Agreement, dated as of September 29, 1995 (the "Management
Agreement"), between Charter Communications Entertainment I, L.P., a Delaware
limited partnership, and Charter Communications, Inc., a Delaware corporation.
NOW, THEREFORE, for good and valuable considera tion, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Section 4.1(a) of the Management Agreement is hereby replaced in its
entirety with the following:
"(a) General. As compensation to the Manager for the management and
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operation of the Cable Systems, the Company shall pay to the Manager an
aggregate fee (the "Base Management Fee") equal to $3,925,000 per Fiscal
Year, payable quarterly in arrears. In the event the Company acquires
Cable Systems after the Closing Date, the Company and the Manager shall
negotiate in good faith to effect a mutually acceptable increase to the
Base Management Fee to reflect such acquisitions."
2. Schedule 1 to the Management Agreement is hereby replaced in its
entirety with Schedule 1 attached hereto.
3. Schedule 2 to the Management Agreement is hereby replaced in its
entirety with Schedule 2 attached hereto.
4. Except as specifically amended hereby, the Management Agreement
remains in full force and effect.
5. This Amendment Number One may be executed in any number of
counterparts, each of which shall be deemed to be an original and which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment
Number One as of the date first above written.
CHARTER COMMUNICATIONS
ENTERTAINMENT I, L.P.
By: CCA Acquisition Corp.,
as general partner
By:/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Executive Vice President
CHARTER COMMUNICATIONS, INC.
By:/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Executive Vice President
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Schedule 1
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List of Cable Systems
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Connecticut Systems
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1. Department of Public Utility Control (Northeast Connecticut) of the State
of Connecticut for Ashford, Brooklyn-Danielson, Canterbury, Xxxxxxx,
Columbia, Coventry and Eastford (New London, Tolland and Xxxxxxx Counties)
[Willimantic System].
2. Department of Public Utility Control (West Connecticut) of the State of
Connecticut for Bethlehem, Bridgewater, Brookfield, Kent, Monroe, New
Fairfield, New Milford, Newtown, Roxbury, Sherman, Southbury, Trumbull,
Washington and Woodbury (Fairfield, Litchfield and New Haven Counties)
[Housatonic, Mid-Connecticut, New Milford and Newtown Systems].
Massachusetts Systems
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1. Pepperell
2. Rutland
3. Uxbridge
4. Wales
5. Westport
Missouri Systems
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1. Ballwin 31. Oakland
2. Xxxx Xxxxx 32. Olivette
3. Xxxxx Xxxx 33. Pike County
4. Bowling Green 34. Richmond Heights
5. Bridgeton 35. Rock Hill
6. Charlack 36. Xxxxxxxxxx
0. Xxxxxxxxxxxx 37. St. Xxxxxx
8. Country Life Acres 38. St. Xxxx
9. Crestwood 39. St. Louis County Area A
10. Creve Coeur 40. Xx. Xxxxx Xxxxxx Xxxx X/X
00. Xxxxxxx Xxxx Xxxx 00. Sunset Hills
12. Des Xxxxx 42. Sycamore Hills
13. Ellisville 43. Town & Country
14. Eureka 44. Xxxx
15. Xxxxxx 45. Xxxxxxxxx
16. Florissant 46. Twin Oaks
17. Frontenac 47. Unknown Area
18. Xxxxxxxx 00. Xxxxxx Xxxx
19. Grantwood Village 49. Xxxxxx Park
20. Xxxxxx Hills 50. Xxxxxx County
21. Xxxxxxxxx 00. Warrenton
22. Kirkwood 52. Warson Xxxxx
23. Ladue 53. Xxxxxxx Xxxxxx
24. Lakeshire 54. Xxxxxxxx
00. Xxxxxxxx Xxxxxxx 55. Xxxxxx Park
26. Lincoln County 56. Winchester
27. Mackenzie 57. Xxxxxxx Terrace
28. Manchester 58. Xxxxxx City
29. Marlborough
30. Moscow Xxxxx
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