EXHIBIT 10.13
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
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.
1. Waiver by Holdco and CC Systems of Certain Provisions Relating to
Indemnification. Notwithstanding any provisions of the Asset Purchase Agreement
to the contrary, Holdco and CC Systems hereby agree:
(a) pursuant to Sections 3.02(b) and 11.07 of the Asset
Purchase Agreement, to only set aside and hold back from the Purchase Price (as
adjusted pursuant to Section 3.03 Asset Purchase Agreement) an amount in cash
equal to Two Million Dollars ($2,000,000), as the "Indemnification Holdback"
under the Asset Purchase Agreement, for use in effecting the settlement of
indemnity claims arising under Article XI of the Asset Purchase Agreement;
(b) to unconditionally release HSA from any and all liability
or potential liability, arising after the twenty-four (24) month anniversary of
the Closing Date, from HSA's obligation to indemnify, defend and hold harmless
the Holdco Indemnitees for any breach of the representations and warranties
contained in Section 5.16 of the Asset Purchase Agreement) other than any claims
for breach of such representations and warranties which shall have been asserted
prior to such time); and
(c) at 5:00 p.m., Eastern Time, on the twelve (12) month
anniversary of the Closing Date, to release from the Indemnification Holdback
and pay to HSA in cash any and all amounts remaining in the Indemnification
Holdback (after reductions made pursuant to Sections 11.07(c)(i) and 11.07(d) of
the Asset Purchase Agreement) that is not subject to pending claims for damages.
2. Governing Law. This letter agreement shall governed by and
construed in accordance with the laws of the State of New York, without giving
effect to any conflict of law provision or rule that would result in the
application of the laws of any jurisdiction other than the State of New York.
3. Counterparts. This letter agreement may be executed in one or
more counterparts, each of which may be deemed to be an original, but all of
which taken together shall constitute on and the same instrument.
4. Continuing Effect. Except as modified in paragraph 1 hereof, the
Asset Purchase Agreement remains unchanged and in full force and effect.
Please indicate your acceptance of the terms of this letter agreement
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
Accepted and agreed 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
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