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Exhibit 10.2 (c)
MUTUAL SERVICES AGREEMENT
THIS MUTUAL SERVICES AGREEMENT (this "Agreement") is made as of the
_____ day of ____________________, 1999 by and between Charter Communications,
Inc., a Delaware corporation ("CCI"), and Charter Investment, Inc., a Delaware
corporation ("CII").
RECITALS
A. CII has or will assign to CCI certain agreements relating to
the operation of cable television systems owned by CCI and its
subsidiaries (the "Cable Systems").
B. CCI has or will enter into Management Agreements pursuant to
which it will manage the Cable Systems.
C. CCI has or will become the sole manager of Charter
Communications Holding Company, LLC ("Charter Holdco").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Officers. The officers of CII will also serve as officers of
CCI. As of the Effective Date (as defined below), certain officers of CII to be
designated will no longer be employees of CII and will become employees of CCI.
Each party hereto agrees that the officers and employees of each shall be
available to the other party to provide the services set forth in paragraph 2
hereof.
2. Services. Each of CCI and CII agree to provide such services
to the other as may be reasonably requested in order to manage Charter Holdco
and to manage and operate the Cable Systems, including but not limited to:
(a) assistance by management and employees of either
party to the other party;
(b) use by CCI of such office space, administrative and
support facilities and other services as CCI may reasonably request; and
(c) review, consultation and advice by either party to
the other party with respect to the management and operations of the Cable
Systems.
3. Term. The term of this Agreement shall be ten years,
commencing on the Effective Date (as defined below). This Agreement may be
terminated at any time by either party upon thirty days' written notice to the
other.
4. Effective Date. This Agreement shall become effective only
upon the closing (the "Effective Date") of the initial public offering of CCI as
contemplated by its Registration Statement on Form S-1 filed with the Securities
and Exchange Commission. If such closing does
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not occur for any reason, or has not occurred by January 1, 2000, this Agreement
shall be of no force or effect and neither CCI nor CII shall have any rights,
obligations or liabilities under or arising out of this Agreement.
5. Payments. Subject to Section 5 of this Agreement, all expenses
and costs incurred with respect to the services provided hereunder, including
without limitation, wages, salaries and other labor costs, will be paid by CCI.
Such costs and expenses shall be reimbursed by CCI to CII monthly in arrears.
6. Indemnity. Each party shall indemnify and hold harmless the
other party and its directors, officers and employees from and against any and
all claims that may be made against any of them in connection with this
Agreement except due to its or their gross negligence or willful misconduct.
7. Notices. All notices, demands, requests or other
communications required or that may be given under this Agreement shall be in
writing and shall be given to the other party by personal delivery, overnight
air courier (with receipt signature) or facsimile transmissions (with
confirmation of transmission) sent :
If to CII:
Charter Investment, Inc.
12444 Powerscourt Drive, Suite 400
St. Louis, Missouri 63131
Attention: Jerald L. Kent
Fax: 314-965-8793
If to CCI:
Charter Communications, Inc.
12444 Powerscourt Drive, Suite 400
St. Louis, Missouri 63131
Attention: Jerald L. Kent
Fax: 314-965-8793
8. Governing Law. This Agreement and the rights and obligations
of the parties hereunder and the persons subject hereto shall be governed by,
and construed and interpreted in accordance with, the laws of the State of New
York, without giving effect to the choice of law principals thereof.
9. Further Assurances. Each of the parties to this Agreement
agrees to execute and deliver such other documents and to take such other action
as may be necessary or convenient to consummate the purposes and subject matter
of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written and effective as of the
Effective Date.
CHARTER INVESTMENT, INC.,
a Delaware corporation
By: __________________________________
Name:
Title:
CHARTER COMMUNICATIONS, INC.,
a Delaware corporation
By: __________________________________
Name:
Title:
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