LETTER AGREEMENT



 



Exhibit 10.5b


June 19, 2003



Charter Communications, Inc.

12405 Powerscourt Drive, Suite 400

St. Louis, Missouri 63131



Charter Communications Holding Company, LLC

12405 Powerscourt Drive, Suite 400

St. Louis, Missouri 63131


     Re:    First Amended and Restated Mutual Services Agreement.


Ladies and Gentlemen:



     Charter Communications, Inc. (“CCI”), Charter Communications Holding
Company, LLC (“CCHC”) and Charter Investment, Inc., a Delaware corporation
(“CII”), are parties to that certain First Amended and Restated Mutual Services
Agreement dated as of December 21, 2000 (the “Original Mutual Services
Agreement”) pursuant to which, among other things, CCHC, CCI and CII each made
available certain rights and services to the one or both of the others. A copy
of the Original Mutual Services Agreement is attached as Exhibit A hereto.
(Capitalized terms used herein that are not otherwise defined herein shall have
the meanings given in the Original Mutual Services Agreement.)


     As of the date hereof, CCI and CCHC are entering into a Second Amended and
Restated Mutual Services Agreement (“Amended Mutual Services Agreement”). CII
does not wish to enter into the Amended Mutual Services Agreement.
Accordingly, we have agreed that:



	 	1.	 	CII consents to CCI and CCHC entering into the Amended Mutual
Services Agreement.
	 
	 	2.	 	CII agrees to continue to provide, pursuant to the terms of
the Original Mutual Services Agreement, such rights and services to
CCHC and CCI as may be reasonably requested in order for CCI to
manage CCHC and to manage and operate the Cable Systems; provided,
however, the rights and services to be provided by CII shall be
limited to those that have been provided historically under the
Original Mutual Services Agreement.
	 
	 	3.	 	CII will continue to be reimbursed for any rights or services
so provided pursuant to the terms of the Original Mutual Services
Agreement; provided, however, CII confirms that it shall not be
entitled to make a profit or take a mark-up or premium in excess of
the actual costs, expenses or fees incurred, paid or accrued in
connection with the rights or services so provided.



 






 





	 	4.	 	All notices pursuant to this letter agreement shall be sent
to the addresses set forth on the Exhibit B hereto, in lieu of the
addresses set forth in the Original Mutual Services Agreement.
	 
	 	5.	 	Nothing in this letter agreement is intended to abrogate or
limit the obligations of certain affiliates of CCI to pay to CII the
Existing Deferred Management Fee (which is payable pursuant to, and
as defined in, the Amended and Restated Management Agreement, made
as of the date hereof by and between Charter Communications
Operating, LLC, on behalf of itself and all of its Specified
Subsidiaries (as defined therein), and CCI (the “Amended and
Restated Management Agreement”)) which represents liabilities for
amounts previously owing pursuant to the Prior Management Agreement
(as defined in the Amended and Restated Management Agreement) for
services previously rendered.
	 
	 	6.	 	CII, CCI and CCHC agree that as between CCI or CCHC, on the
one hand, and CII, on the other, the terms of the Original Mutual
Services Agreement shall remain in full force and effect, as
modified and supplemented by this letter agreement.



[SIGNATURE PAGE FOLLOWS]



 






 





     Please execute this letter in the space provided below to confirm your
agreement to the foregoing.



	 	 	 	 	 	 	 
	 	 	CHARTER INVESTMENT, INC.
	 	 	 	 	 	 	 
	 	 	
By:
	  /s/ Marcy A. Lifton
	 	 	 	

	 	 	Name:
	 Marcy A. Lifton
	 	 	Title:
	Vice President




	 	 	 	 	 
	ACCEPTED AND AGREED:
	 	 	 	 	 
	CHARTER COMMUNICATIONS, INC.
	 	 	 	 	 
	
By:  /s/ Marcy A. Lifton
	 	


	Name: Marcy A. Lifton

	
Title: Vice President
	 	 	 	 	 
	CHARTER COMMUNICATIONS
 HOLDING
COMPANY, LLC
	 	 	 	 	 
	
By: /s/ Marcy A. Lifton
	 	


	Name: Marcy A. Lifton

	
Title: Vice President



 






 



EXHIBIT A

ORIGINAL MUTUAL SERVICES AGREEMENT



 






 




FIRST AMENDED AND RESTATED

MUTUAL SERVICES AGREEMENT



     THIS FIRST AMENDED AND RESTATED MUTUAL SERVICES AGREEMENT (this
“Agreement”) is made as of the 21st day of December, 2000 by and between
Charter Communications, Inc., a Delaware corporation (“CCI”), Charter
Investment, Inc., a Delaware corporation (“CII”), and Charter Communications
Holding Company, LLC, a Delaware limited liability company (“CCHC”).




RECITALS





	 	A.	 	CII and CCI are parties to that certain Mutual Services
Agreement dated as of [November 12], 1999, as amended by Amendment
No. 1 to the Mutual Services Agreement by and between CCI and CII,
dated as of June 30, 2000 (as so amended, the “Original Agreement”)
providing for among other things the availability of officers and
employees of each of CCI and CII to the other to provide certain
services.
	 
	 	B.	 	CCI is the sole manager of CCHC. CCI is a party to a series
of Management Agreements, including with CCHC, pursuant to which it
manages the Cable Systems owned by the subsidiaries of CCHC (the
“Cable Systems”).
	 
	 	C.	 	The parties intend that the common law employees of CII shall
become the common law employees of CCHC on or about January 1, 2001.
	 
	 	D.	 	CCI and CII desire to amend and restate in its entirety the
Original Agreement in order to add CCHC as a party and to effect
certain other changes as necessary to reflect the transfer of
employees described in recital C and to maintain the services
necessary to operate the Cable Systems.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:



1.       Services. Each of the parties hereto agrees to provide such rights and
services to the one or both of the others as may be reasonably requested in
order for CCI to manage CCHC and to manage and operate the Cable Systems,
including but not limited to:





	 	(a)	 	assistance by management and employees of either party to the
other party;
	 
	 	(b)	 	use by CCI of such office space, administrative and support
facilities and other rights and services as CCI may reasonably
request; and
	 
	 	(c)	 	review, consultation and advice by any party to any other
party with respect to the management and operations of the Cable
Systems.



 







 





2.       Term. The term of this Agreement shall be until November 12, 2009,
commencing on the Effective Date. This Agreement may be terminated at any time
by any of the parties upon thirty days’ written notice to the other parties.



3.       Effective Date. This Agreement shall become effective only upon the date of
transfer of CII’s employees to CCHC (the “Effective Date”).



4.       Payments. CCHC may request reimbursement by CCI of all or any portion of
expenses and costs incurred with respect to the services provided hereunder,
including without limitation, wages, salaries, payroll taxes and other labor
costs. CCI will promptly reimburse any such requested amounts.



5.       Indemnity. Each party shall indemnify and hold harmless the other party and
its directors, officers and employees from and against any and all claims that
may be made against any of them in connection with this Agreement except due to
its or their gross negligence or willful misconduct.



6.       Notices. All notices, demands, requests or other communications required or
that may be given under this Agreement shall be in writing and shall be given
to the other party by personal delivery, overnight air courier (with receipt
signature) or facsimile transmissions (with confirmation of transmission) sent:




	 
	If to CII:
	 
	Charter Investment, Inc.

12444 Powerscourt Drive, Suite 400

St. Louis, Missouri 63131

Attention: Jerald L. Kent

Fax: 314-965-8793
	 
	If to CCI:
	 
	Charter Communications, Inc.

12444 Powerscourt Drive, Suite 400

St. Louis, Missouri 63131

Attention: Jerald L. Kent

Fax: 314-965-8793
	 
	If to CCHC:
	 
	Charter Communications Holding Company, LLC

12444 Powerscourt Drive, Suite 400

St. Louis, Missouri 63131

Attention: Jerald L. Kent

Fax: 314-965-8793



7.       Governing Law. This Agreement and the rights and obligations of the parties
hereunder and the persons subject hereto shall be governed by, and construed
and


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interpreted in accordance with, the laws of the State of New York, without
giving effect to the choice of law principals thereof.



8.       Further Assurances. Each of the parties to this Agreement agrees to execute
and deliver such other documents and to take such other action as may be
necessary or convenient to consummate the purposes and subject matter of this
Agreement.



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written and effective as of the
Effective Date.




	 	 	 	 	 
	 	 	CHARTER INVESTMENT, INC.,

a Delaware corporation
	 	 	 	 	 
	 	 	
By:	 	/s/ Curtis S. Shaw
	 	 	 	 	

	 	 	 	 	Name: Curtis S. Shaw

Title:   Senior Vice President,

            General Counsel and Secretary
	 	 	 	 	 
	 	 	CHARTER COMMUNICATIONS, INC.,

a Delaware corporation
	 	 	 	 	 
	 	 	
By:	 	/s/ Curtis S. Shaw
	 	 	 	 	

	 	 	 	 	Name: Curtis S. Shaw

Title:   Senior Vice President,

            General Counsel and Secretary
	 	 	 	 	 
	 	 	CHARTER COMMUNICATIONS

HOLDING COMPANY, LLC,

a Delaware limited liability company
	 	 	 	 	 
	 	 	
By:	 	/s/ Curtis S. Shaw
	 	 	 	 	

	 	 	 	 	Name: Curtis S. Shaw

Title:   Senior Vice President,

            General Counsel and Secretary





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EXHIBIT B

NOTICE ADDRESSES:



Notice Address for CCI and CCHC:



Charter Communications, Inc.

12405 Powerscourt Drive, Suite 400

St. Louis, Missouri 63131

Attention:     Carl Vogel

Fax: 314-965-8793


With a copy to the attention of CCI’s general counsel at the same address.


Notice address for CII:


Charter Investment, Inc.

c/o Vulcan Inc.

505 5th Avenue South

Seattle, WA 98104

Fax: 206-342-3000



With a copy to the attention of CII’s general counsel at the same address.