EXHIBIT 10.12
CHARTER COMMUNICATIONS
HOLDING COMPANY, LLC
CC SYSTEMS, LLC
00000 Xxxxxxxxxxx Xxxxx
Xx. Xxxxx, XX 00000
February 28, 2002
High Speed Access Corp.
00000 Xxxx Xxxxxx Xxxxx
Xxxxxxxxx, Xx 00000
Vulcan, Inc.
000 Xxxxx Xxxxxxx
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Ladies and Gentlemen:
Reference is made to that certain asset purchase agreement, dated
September 28, 2001 (the "Asset Purchase Agreement"), by and between High Speed
Access Corp. ("HSA") and CC Systems, LLC ("CC Systems"), as assignee of Charter
Communications Holding Company, LLC ("Holdco"). All capitalized terms used
herein but not defined are used herein as defined in the Asset Purchase
Agreement.
Delivery of the 75,000 shares of Series D Preferred Stock to HSA as
contemplated by Section 4.03(d) of the Asset Purchase Agreement shall be
implemented as follows: (a) CC Systems shall deliver 37,000 shares of Series D
Preferred Stock to HSA; (b) CC Systems shall deliver $8,000,000, by wire
transfer of immediately available funds, to HSA and HSA shall use these funds to
purchase 38,000 shares of Series D Preferred Stock directly from Vulcan Ventures
Incorporated ("Vulcan") at the Closing; and (c) Vulcan agrees to sell such
shares of Series D Preferred Stock directly to HSA at the Closing for
$8,000,000, payable by wire transfer of immediately available funds. Vulcan
represents and warrants to HSA that Vulcan is the record and beneficial owner of
the 38,000 shares of Series D Preferred Stock and that it will deliver such
shares to HSA free and clear of any Liens, other than any restrictions on
transfer which may arise under applicable federal and state securities laws. CC
Systems represents and warrants to HSA that CC Systems is the record and
beneficial owner of the 37,000 shares of Series D Preferred Stock and that it
will deliver such shares to HSA free and clear of any Liens, other than any
restrictions on transfer which may arise under applicable federal and state
securities laws.
Please indicate your concurrence with the foregoing by returning a
signed copy to the undersigned.
Sincerely,
CHARTER COMMUNICATIONS
HOLDING COMPANY, LLC
CC SYSTEMS, LLC
By: /s/ Xxxxxx X. Xxxx
------------------------------------
Name: Xxxxxx X. Xxxx
Title: Exective Vice President, General
Counsel and Secretary
Concurring, as of the date first
written above.
HIGH SPEED ACCESS CORP.
By: /s/ Xxxx Xxxxxxx
---------------------------------------
Name: Xxxx Xxxxxxx
Title: Executive Vice President, General
Counsel and Secretary
VULCAN, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
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