CHARTER COMMUNICATIONS, INC. December 23, 2008
EXHIBIT
4.02
CHARTER
COMMUNICATIONS, INC.
December
23, 2008
Charter
Investment, Inc.
Vulcan
Cable III Inc.
000 Xxxxx
Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx,
XX 00000
Ladies
and Gentlemen:
Reference is made to the letter
agreement among Charter Communications, Inc. (the “Company”), Charter
Investment, Inc. and Vulcan Cable III Inc., dated as of August 14, 2007 (the
“Letter Agreement”), with respect to the CCI Rights
Agreement. Capitalized terms used and not defined herein shall have
the meaning set forth in the Letter Agreement.
The CCI Rights Agreement expires on
December 31, 2008. The Company has entered into a First Amendment of
the CCI Rights Agreement (the “First Amendment”) to amend clause (ii) of Section
1(w) (the definition of the term “Expiration Date”) of the CCI Rights Agreement
to extend the date in such clause to December 31, 2009.
The Letter Agreement by its terms
expires on the Expiration Date of the CCI Rights Agreement.
This purpose of this letter is to
confirm our understanding that (i) the Letter Agreement is hereby amended to
provide that all references to the CCI Rights Agreement shall include references
to the CCI Rights Agreement, as amended by the First Amendment, (ii) the Letter
Agreement shall terminate on the Expiration Date, as such term is amended by the
First Amendment, and (iii) all of the rights of each Xxxxx Entity under the
Letter Agreement continue in full force and effect.
[signature
page follows]
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If this letter accurately reflects our
understanding, please sign and return the enclosed copy.
CHARTER
COMMUNICATIONS, INC.
as Manager and member
of Charter
Communications
Holdings Company, LLC
By: /s/ Xxxxxx
Xxxxxxx
Name: Xxxxxx
Xxxxxxx
Title: Executive
Vice President and Chief
Financial
Officer
AGREED AND
ACCEPTED
as
of the first date written above
CHARTER INVESTMENT,
INC.
By: /s/ W. Xxxxx
Xxxx
Name:
W. Xxxxx Xxxx
Title:
Vice President
VULCAN CABLE III INC.
By: /s/
Xxxxxxx
XxXxxxx
Name:
Xxxxxxx X. XxXxxxx
Title:
Vice President
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