EXHIBIT 2.2
CHARTER COMMUNICATIONS
HOLDING COMPANY, LLC
CC SYSTEMS, LLC
12405 Powerscourt Drive
St. Louis, MO 63131
February 28, 2002
High Speed Access Corp.
10901 West Toller Drive
Littleton, CO 80127
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 by 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/ Curtis S. Shaw
-------------------------------------
Name: Curtis S. Shaw
Title: Executive Vice President, General
Counsel and Secretary
ACCEPTED AND AGREED AS OF
THE DATE FIRST WRITTEN ABOVE.
HIGH SPEED ACCESS CORP.
By: /s/ John Hundley
-------------------------------------
Name: John Hundley
Title: Executive Vice President, General
Counsel and Secretary