LETTER AGREEMENT



 


Exhibit 10.13(b)


CC VII HOLDINGS, LLC

12444 Powerscourt Drive

Suite 100

St. Louis, MO 63131




March 27, 2000



Mr. Marc Nathanson

Mapleton Investments, LLC

10900 Wilshire Boulevard

15th Floor

Los Angeles, CA 90024



Dear Mr. Nathanson



     This letter (this
“Agreement”) sets out our understanding of the agreement
between CC VII Holdings, LLC (“Charter”), Mapleton
Investments, LLC (“Mapleton”), and Marc Nathanson
(“Nathanson”)  relating to the premises at
10900 Wilshire Boulevard, and certain other arrangements as
described herein.



     1.     Reference
is made to a prior letter agreement between Charter Communications,
Inc. and Nathanson dated May 25, 1999 (“May Letter
Agreement”). The provisions of paragraph 4 of the May
Letter Agreement are hereby superseded in their entirety by the
provisions of this Agreement.



     2.     Charter
is assigning its interest as tenant in that certain Office Lease
dated June 25, 1992 between 10900 Wilshire, LLC, successor
in interest to Sumitomo Life Realty, as landlord
(“Landlord”), and Charter’s predecessor in interest as
tenant, for approximately 14,171 rentable square feet of space known
as Suite 1500 (“Suite 1500”) on the
15th floor of the building located at 10900 Wilshire
Boulevard (the “Lease”), pursuant to that certain Assignment and
Assumption of Lease and Landlord Consent to Assignment and Assumption
of Lease entered into as of February 1, 2000 and entered into
contemporaneously herewith
(the“Assignment”).



     3.     Upon
execution of the Assignment, Mapleton shall pay Charter $35,427.50,
representing the tenant’s Security Deposit held by the Landlord
pursuant to the Lease.



     4.     Nathanson,
Mapleton, or an affiliate of either or both of them (“Nathanson
Party” or “Nathanson Parties”, as the context
requires), has been using Suite 1500 and Suite 850 located
on the 8th Floor of 10900 Wilshire Boulevard
(“Suite 850”) since November 13, 1999. Nathanson
and Mapleton each hereby indemnifies and agrees to hold Charter and
its









 


Mr. Marc Nathanson

March 27, 2000

Page 2



affiliates, officers, directors, members, predecessors, employees
and agents harmless from any and all claims arising out of or
relating to any Nathanson Party’s use of Suite 1500 and
Suite 850 on or after November 13, 1999.



     5.     Charter
and Mapleton shall share equally the Landlord’s attorneys’ fees required to be
paid pursuant to the Assignment; provided, however, any attorneys’ fees of the
Landlord relating to the Landlord’s granting a renewal option to Mapleton shall be
borne exclusively by Mapleton.




     6.     In
lieu of the payments described in paragraph 4 of the May Letter
Agreement, i.e., (a) Charter paying Nathanson an employee
allowance and (b) Charter leasing, for Nathanson’s use,
Suite 850 (the office lease of which is being terminated by
Charter and Landlord) and Nathanson paying Charter one-half(1/2) of
the rent for Suite 850, Charter shall pay to Mapleton, at the direction
and request of Nathanson, $16,099.75 monthly commencing
February 1, 2000 through December 31, 2000, and $16,635.45
monthly commencing January 1, 2001 through December 31,
2002, provided that such payment (in either amount) shall cease upon
the earlier of (i) Nathanson’s resignation as Vice Chairman
or Director of Charter Communications, Inc., or
(ii) Nathanson’s removal as Vice Chairman or Director,
which may occur at any time after three years from the date of
appointment, or in the event Nathanson ceases to own equity in
Charter Communications, Inc. or its affiliates.



     7.     Upon
execution of the Assignment, Mapleton shall reimburse Charter for the
rent paid under the Lease of $89,692 for February and March 2000.



     8.     In
connection with the Nathanson Parties’ use of Suite 1500
from November 13, 1999 through January 31, 2000, Mapleton
shall pay Charter $14,776 upon execution of this
Agreement.



     9.     Mapleton
shall assume the lease of the copier previously located in
Suite 850 commencing as of February 1, 2000 and Mapleton
shall assume the lease for the phone system previously serving
Suite 850 and now serving Suite 1500 commencing as of
February 1, 2000. Upon execution of this Agreement, Mapleton
shall pay Charter $8,574.91 representing the net amount due Charter
for the copier lease.



     10.     Upon
execution of the Assignment, Mapleton shall pay Landlord for services
incurred by the Nathanson Parties using Suite 1500, and shall
reimburse Charter for payment to Landlord of its invoice No. 598
in the amount of $832.69.



     11.     From
November 13, 1999 through January 31, 2000, Mapleton and
Charter shall equally share the cost of the parking spaces allocated
to Suite 850 and Suite 1500. From and after
February 1, 2000, Mapleton shall be responsible, at its sole
expense, for either leasing all parking spaces in the
10900 Wilshire Boulevard building previously leased by Charter
(or its predecessor) or surrendering them to the Landlord/parking
concessionaire,







 


Mr. Marc Nathanson

March 27, 2000

Page 3




at no cost to Charter. Upon execution of this Agreement, Mapleton shall pay
Charter $9,251 to reconcile the parking payments by the parties.





12.  Upon execution of this Agreement, Charter shall pay Mapleton, at the
direction and request of Nathanson, $27,083.33 representing the employee
allowance described in paragraph 4 of the May Letter Agreement for the period
from November 13, 1999 through January 31, 2000.




13.  Prior to the date of this Agreement, the Nathanson Parties have
occupied Suite 1500 and Mapleton acknowledges that it is accepting Suite 1500
in its “as-is” condition, with all faults and without any representation or
warranty, express or implied, from Charter or its predecessors as to its
condition or as to the Lease.




14.  All office furnishings presently located in Suite 1500 which
Mapleton or Nathanson have not purchased or leased for its own account since
November 13, 1999, are the property of Charter; and Mapleton has agreed to
purchase all furnishings owned by Charter at a price to be mutually agreed
upon by April 28, 2000. If a price cannot be agreed upon, Charter will arrange for such furnishings to be removed at a time to be
mutually agreed upon. Mapleton shall make the furnishings available to
Charter’s representative to inspect, inventory and value at any time during
business hours.




The
parties agree to the foregoing effective as described herein.




	 	 	 	 
	 	CC VII HOLDINGS, LLC,
a Delaware limited
liability company
	 
	 	By:	/s/ Paul R.
[Illegible]


Its: VP Financial
Controls
    

	 
	 	By:	 


Its:
    





(Signatures continued on following page.)







 


Mr. Marc Nathanson

March 27, 2000

Page 4

 

 




	 	 	 	 
	 	MAPLETON INVESTMENTS, LLC,

a limited liability company
	 
	 	By:	 	[ILLEGIBLE]


Its: EVP
& Chief
Operating Officer
	 
	 	By:	 	


Its:



	 
	 
	 
	 	/s/ Marc Nathanson




Marc Nathanson