EXHIBIT 4.1
CHARTER COMMUNICATIONS INTERNATIONAL, INC.
January 19, 1998
Via Federal Express
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Xx. Xxxxxx Xxxxxxx
President and Chief Executive Officer
000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Dear Xx. Xxxxxxx:
This letter shall set forth our mutual understanding and agreement with
regard to the 75,000 shares of Charter Communications International, Inc.
("Charter") common stock (the "Stock") received by Connecticut Bank of Commerce
(the "Bank") as additional compensation for the lease financing and receivable
purchase facility described below provided or to be provided by the Bank in the
future.
The Bank has agreed to provide (i) up to $3 million in full-payout lease
financing to Charter and (ii) a receivable purchase facility in an amount up to
$600,000. The Bank has agreed not to sell any of the Charter Stock for a period
of six months (i.e. June 30, 1998).
In consideration of the foregoing, Charter has agreed to guarantee the
market value (the "Market Value") of the Stock held by the Bank as of June 30,
1998 at $2.33 per share or an aggregate of $174,750.00 (the "Minimum Valuation
Threshold"). In addition, the Bank shall have demand registration rights
covering the Stock (as well as any additional shares of common stock to be
issued pursuant to this letter agreement). The Bank will pay all physical costs
of the registration of the Stock. Charter shall pay any unusual or out of the
ordinary auditing or legal costs or expenses associated with the registration of
the Stock, provided that the Bank exercises its demand registration rights
during such period as to be able to utilize Charter's 10-K and 10-Qs as of or
for the year ended December 31, 1997 in connection with the registration
statement. For purposes of this letter agreement, the Market Value of the Stock
shall be based on the average closing sales price of the Stock for the twenty
trading days immediately preceding June 30, 1998 (inclusive of June 30, 1998, if
a trading day). In the event the Market Value of the Stock does not equal or
exceed the Minimum Valuation Threshold, then Charter, at its option, shall pay
to the Bank cash, additional shares of Charter common stock, or a combination of
both equal to the difference between the Minimum Valuation Threshold and the
Market Value of the Stock. In the event that Charter issues additional shares
of Charter common stock to the Bank, the value of the stock so issued shall be
based on the closing sales price of Charter's common stock on the trading day
immediately preceding the date of issuance and delivery of the additional shares
to the Bank. In addition, the shares shall also be covered by an effective
registration statement.
4.4-1
If the foregoing accurately reflects our mutual agreement with regard to
the above matters, please execute one copy of this letter in the space provided
below and return it to me at the above address.
Very truly yours,
CHARTER COMMUNICATIONS
INTERNATIONAL, INC.
By: _________________________________
Its: _________________________________
AGREED TO AND ACCEPTED
this ____ day of _________, 1998:
CONNECTICUT BANK OF COMMERCE
By: ___________________________
Its: ___________________________
4.4-2
