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EXHIBIT 2.7(g)
R&A MANAGEMENT, LLC
000 XXXXX XXXXXX XXXXXX, XXXXX 000
XXXXXX, XXXXXXXX 00000
June 29, 1999
Charter Communications, Inc.
00000 Xxxxxxxxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxx, Esq.
Re: Purchase and Sale Agreement by and among the persons or entities listed
on the signature pages thereto, InterLink Communications Partners, LLLP, Charter
Communications, Inc., dated as of April 26, 1999 (the "Purchase Agreement").
Ladies and Gentlemen:
Capitalized terms used herein and not defined shall have the meanings set
forth in the Purchase Agreement. Buyer has assigned its rights under the
Purchase Agreement to Charter Communications Operating, LLC ("CCO")
The Purchased Interests to be acquired by CCO include the stock of the
following partners of the Company: (i) ING Media C Corp., (ii) WS InterLink
Corp., and (iii) Nassau InterLink Corp. (collectively, the "Blocker
Corporations"). We have previously informed you that there are a few
inaccuracies in the executed Purchase Agreement with respect to the Blocker
Corporations.
Sections 4.4(b) of the Purchase Agreement contains a representation and
warranty that none of the Blocker Corporations has any obligations or
liabilities. In fact, there are promissory notes from ING Media C Corp. to its
shareholders that are included in the Purchased Interests that will be acquired
by CCO.
The representation and warranty in Section 4.4(d) of the Purchase Agreement
contains a reference to the audited consolidated balance sheets of the Blocker
Corporations. In fact, the Blocker Corporations do not have audited financial
statements.
Section 5.4 of the Purchase Agreement provides that the Purchased Interests
constitute all of the outstanding partnership interests of the Company.
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Section 5.4 should correctly state that the partnership interests held by ING
Media C Corp., WS InterLink Corp. and Nassau InterLink Corp., together with all
of the other partnership interests included in the Purchased Interests,
constitute all of the equity interests of the Company.
Finally, there is a reference in the last sentence of Section 5.4 of the
Purchase Agreement to the "Credit Facility." This reference should correctly be
to the RAP Credit Facility (as such term is defined in the RAP Agreement).
This letter shall constitute an amendment to the Purchase Agreement
correcting the specific references contained herein. This letter may be
executed in one or more counterparts and each executed copy shall constitute an
original.
Please indicate your agreement to correct the specific references
discussed herein and your waiver of any claims based upon breaches of the
representations and warranties as a result of the incorrect references in the
specific representations and warranties of the Purchase Agreement set forth
herein by executing the acknowledgment below and returning a copy to the
undersigned.
Very truly yours,
INTERLINK COMMUNICATIONS PARTNERS, LLLP
By: Xxxxxx, Co., its General Partner
By: /s/ Xxxxx X. Xxxxx
_________________________________
Xxxxx X. Xxxxx, Vice President
ACKNOWLEDGED AND AGREED:
CHARTER COMMUNICATIONS OPERATING, LLC
By: /s/ Xxxxxx X. Xxxx
____________________________
Its: Senior Vice President
_________________________________
Date: August 2, 1999
_________________________________
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