EXHIBIT 4.2
CHARTER COMMUNICATIONS INTERNATIONAL, INC.
January 14, 1998
Via Federal Express
---------------------
Xx. Xxxx Xxxxxxx
Managing Director
Equity Merchant Banking Corporation, L.C.
0000 Xxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Dear Xx. Xxxxxxx:
This letter shall set forth our mutual understanding and agreement with
regard to the 375,000 shares of Charter Communications International, Inc.
("Charter") common stock (the "Stock") received by Equity Merchant Banking
Corporation, L.C. ("EMBC") as compensation for certain investment banking
services provided, or to be provided in the future, to Charter. EMBC has agreed
not to sell any of the Charter Stock for a period of six months (i.e., June 30,
1998).
In consideration of the foregoing, Charter has agreed to guarantee the
market value (the "Market Value") of the Stock held by EMBC as of June 30, 1998
at $2.33 per share or an aggregate of $873,750.00 (the "Minimum Valuation
Threshold"). In addition, the EMBC shall have demand registration rights
covering the Stock (as well as any additional shares of common stock to be
issued pursuant to this letter agreement). EMBC will pay all physical costs of
the registration of the Stock. Charter shall pay any unusual or out-of the
ordinary auditing or legal costs or expenses associated with the registration of
the Stock, provided that EMBC files the registration statement during such
period as to be able to utilize Charter's 10-K and 10-Qs as of or for the year
ended December 31, 1997. For purposes of this letter agreement, the Market
Value of the Stock shall be based on the average closing sales price of the
Stock for the twenty trading days immediately preceding June 30, 1998 (inclusive
of June 30, 1998, if a trading day). In the event the Market Value of the Stock
does not equal or exceed the Minimum Valuation Threshold, then Charter, at its
option, shall pay to EMBC cash, additional shares of Charter common stock, or a
combination of both equal to the difference between the Minimum Valuation
Threshold and the Market Value of the Stock. In the event that Charter issues
additional shares of Charter common stock to EMBC, the value of the stock so
issued shall be based on the closing sales price of Charter's common stock on
the trading day immediately preceding the date of issuance and delivery of the
additional shares to EMBC. In addition, the shares shall also be covered by an
effective registration statement.
If the foregoing accurately reflects our mutual agreement with regard to
the above matters, please execute one copy of this letter in the space provided
below and return it to me at the above address.
Very truly yours,
CHARTER COMMUNICATIONS
INTERNATIONAL, INC.
By:
---------------------------------
Its:
---------------------------------
AGREED TO AND ACCEPTED
this ____ day of _________, 1998:
EQUITY MERCHANT BANKING
CORPORATION, L.C.
By:
---------------------------
Its:
---------------------------
