R&A MANAGEMENT, LLC
360 SOUTH MONROE STREET, SUITE 600
DENVER, COLORADO 80209
June 29, 1999
Charter Communications, Inc.
12444 Powerscourt Drive
St. Louis, Missouri 63131
Attention: Curtis S. Shaw, 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
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
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
Section 5.4 of the Purchase Agreement provides that the Purchased Interests
constitute all of the outstanding partnership interests of the Company.