LETTER FROM VULCAN INC.



 


Exhibit 10.3b



Vulcan Inc.

505 Union Station

505 Fifth Avenue South

Suite 900

Seattle, WA 98104



June 30, 2003



Charter Communications VII, LLC

CCO Holdings, LLC

12405 Powerscourt Drive

St. Louis, MO 63131



Ladies and Gentlemen:




               Reference is made to the Commitment Letter (the “Commitment Letter”)
dated as of April 14, 2003 between Vulcan Inc. (“Vulcan”) and Charter
Communications VII, LLC. Capitalized terms used but not defined herein have
the meanings assigned to them in the Commitment Letter.




               Extension of Termination Date




               The terms of the Commitment Letter provide that Vulcan’s commitment is
subject to the negotiation, execution and delivery on or before
June 30, 2003
(the “Original Documentation Date”) of the Definitive Documentation reasonably
satisfactory to Vulcan and its counsel. You have requested that Vulcan extend
the Original Documentation Date to March 31, 2004 (the “New Documentation
Date”). Vulcan hereby agrees to extend the Original Documentation Date to the
New Documentation Date subject to the terms and conditions of this letter
agreement (“Letter Agreement”). Except as modified by this Letter Agreement,
the terms of the commitment Letter remain in effect.




               Facility Fee




               The Commitment Letter provides that an amount equal to $3,000,000 of the
Facility Fee (1% of $300,000,000 (the “Commitment Amount”)) would be earned upon
execution of the Definitive Documentation and would be payable in equal
quarterly installments, commencing on the execution of the Definitive
Documentation and ending on the third anniversary of the date of the Commitment
Letter. As consideration for Vulcan’s extension of the Original Documentation
Date pursuant hereto, such $3,000,000 shall instead be earned on the date
hereof by Vulcan and shall be payable by you to Vulcan or its designee in
twelve equal installments on the last day of June, September, December and
March in each year (or, if any such day is not a Business Day, the next
succeeding Business Day), commencing on the date hereof and ending on
March 30, 2006; provided, that the first installment of such facility fee may be paid
on July 1, 2003. For purposes herein, “Business Day” means any day except a
Saturday, Sunday or other



 







 





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day on which commercial banks in New York City or
Dallas, Texas are authorized or required by law to close.




               Extension Fee




               As Consideration for Vulcan’s extension of the original Documentation Date
pursuant hereto, you agree to pay to Vulcan or its designee an extension fee,
accruing from the date hereof through and including the earlier of the date
that (i) the commitments under the Commitment Letter are terminated by you in
writing to Vulcan or expire pursuant to its terms or (ii) the execution and
delivery of Definitive Documentation reasonably satisfactory to Vulcan and its
counsel. The amount of the extension fee shall equal 0.50% per annum of the
Commitment Amount (computed on the basis of the actual number of days elapsed
in a year of 360 days). The extension fee shall be payable in arrears on the
last day of March, June, September and December in each year and on such date
of termination or expiration or such date of execution and delivery of
Definitive Documentation (or, if such day is not a Business Day, the next
succeeding Business Day), commencing on the earliest of
(A) September 30, 2003,
(B) such date of termination or expiration or (C) such date of execution and
delivery of Definitive Documentation. For the avoidance of doubt, the parties
understand that the extension fee shall be superseded in its entirety by the
Commitment Fee referenced in the Term Sheet upon the execution and
delivery of Definitive Documentation reasonably satisfactory to Vulcan and its
counsel and that no such Commitment Fee is due prior to the execution and
delivery of the Definitive Documentation.




               Out-of-Pocket Expenses




               As
set forth in the Commitment Letter, you agree to reimburse Vulcan and
its affiliates on demand for all reasonable out-of-pocket expenses (including
reasonable fees, charges and disbursements of counsel) incurred prior to and
hand including the date hereof in connection with the Facility and any related
documentation (including this Letter Agreement, the Commitment Letter, the Term
Sheet and the Definitive Documentation); provided, that such expenses to be
reimbursed incurred through the date of execution of the Definitive
Documentation shall not exceed $l,000,000.




******************




               This Letter Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York. This Letter Agreement may be executed
in any number of counterparts, each of which shall be an original, and all of
which, when taken together, shall constitute one agreement. Delivery of an
executed signature page of this Letter Agreement by facsimile transmission
shall be effective as delivery of a manually executed counterpart hereof.




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               If the foregoing correctly sets forth our agreement, please indicate
your acceptance of the terms hereof by (i) returning to us an executed
counterpart hereof not later than 6:00 p.m., Pacific Standard Time, on June
30, 2003 and (ii) paying the first installment of the facility fee no later
than July 1, 2003. Vulcan’s commitment under the Commitment Letter will
expire (i) on June 30, 2003 pursuant to its terms in the event Vulcan has
not received such executed counterpart or (ii) on July 1, 2003 pursuant to
its terms in the event Vulcan has not received such executed counterpart and the first installment
of the facility fee, in each case, in accordance with the immediately
preceding sentence.




	 	 	 	 	 
	 	 	Very truly yours,
	 	 	 	 	 
	 	 	VULCAN INC.
	 	 	 	 	 
	 	 	 	 	 
	 	 	
By:
	 	/s/  Jody
Patton



Name:

Title:





	 	 	 	 	 
	Accepted and agreed to as of

the date first written above by:	 	 
	 	 	 	 	 
	CHARTER COMMUNICATIONS VII, LLC	 
	 	 	 	 	 
	 	 	 	 	 
	By:	 	
/s/ Steven A Schumm


Name: Steven A Schumm

Title: EVP — interim CFO	 	 
	 	 	 	 	 
	 	 	 	 	 
	CCO HOLDINGS, LLC	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	 	
/s/ Steven A Schumm



Name: Steven A Schumm

Title: EVP – interim CFO