1
Exhibit 10.22
Vulcan Ventures, Inc.
September 21, 1999
Page 1
[Charter Communications Letterhead]
September 21, 1999
Via Facsimile and Regular Mail
Vulcan Ventures Inc.
000 - 000xx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Re: Vulcan Right of Access to Charter Digital Channel Capacity
Gentlemen:
This letter confirms that, in consideration of the agreement by Vulcan
Ventures Incorporated ("Vulcan") and its affiliates to invest at least $1.325
Billion in Charter Communications, Inc., Charter Investment, Inc. and Charter
Communications Holding Company, LLC (collectively "Charter") (the receipt of a
portion of which is hereby acknowledged), Charter has agreed to provide Vulcan
with exclusive rights to access sufficient megahertz of channel capacity for
carriage of up to eight (8) digital cable television programming services or
channels ("Services") on each of the digital cable television systems with local
control of the digital product (and, to the extent such access can be provided
with respect to systems with national control of the digital product without
substantial incremental cost to Charter, then with respect to such systems as
well) now or hereafter owned, operated, controlled or managed by Charter and its
present and future subsidiaries and affiliates (the "Systems") that have a
capacity of 550 MHZ or more. To the extent any Systems have a capacity of less
than 550 MHZ, but do offer digital services or channels, Vulcan shall have
comparable rights to such Systems but the number of Services shall be equitably
reduced to provide proportional usage comparable to that provided with respect
to larger Systems.
Vulcan's access to Charter's digital channel capacity hereunder shall
be for an initial term of ten (10) years from the date of this letter agreement,
which initial term shall successively extend annually on each anniversary date
of this letter commencing September 21, 2000 for an additional period of one (1)
year (so that the remaining term will again be ten (10) years), unless either
Charter or Vulcan gives written notice of non- extension to the other not less
than sixty (60) days before each such anniversary date.
2
Vulcan Ventures, Inc.
September 21, 1999
Page 2
The Services may consist of any programmed television services or
channels owned, controlled and/or operated by any affiliate of Vulcan, or by any
other entity in which Vulcan has made an investment or in which Vulcan has any
ownership interest, as Vulcan shall designate, and all other television
programming content of every kind and nature designated by Vulcan, regardless of
the owner thereof.
Charter agrees that, upon the receipt of a written request from Vulcan,
it shall commence good faith negotiations with any programmer of a Service
designated by Vulcan (each a "Vulcan Designated Programmer") to attempt to reach
a comprehensive programming agreement. Each such programming agreement shall
contain a provision which requires Charter to pay the Vulcan Designated
Programmer a fee per digital subscriber which is comparable to the price paid by
MSO's of similar size to such Vulcan Designated Programmer for the same Service.
In addition, Charter shall have most favored nations status under each such
programming agreement (the "MFN Right").
In the event that Charter and/or any designated Vulcan Designated
Programmer fail to reach a definitive programming agreement within ninety (90)
days of the date of Vulcan's written request, then Charter and Vulcan Designated
Programmer shall promptly enter into a programming agreement reflecting the
terms agreed upon by the parties and otherwise on the standard terms and
conditions of the Vulcan Designated Programmer relating to the Service for MSO's
of similar size and subject to Charter's MFN Right.
Charter agrees to cause each of its present and future subsidiaries and
affiliates that now or hereafter owns, operates, controls or manages any Systems
to agree in writing to be bound by all of the terms of this letter agreement.
3
Vulcan Ventures, Inc.
September 21, 1999
Page 3
We look forward to working to assist Vulcan with its right to access
Charter channel capacity as described in this letter agreement.
Very truly yours,
CHARTER COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxx
----------------------------
Xxxxxx X. Xxxx
Senior Vice President & General Counsel
CHARTER INVESTMENT, INC.
By: /s/ Xxxxxx X. Xxxx
----------------------------
Name: Xxxxxx X. Xxxx
Title: Senior Vice President
CHARTER COMMUNICATIONS HOLDING
COMPANY, INC.
By: /s/ Xxxxxx X. Xxxx
----------------------------
Name: Xxxxxx X. Xxxx
Title: Senior Vice President
Agreed to:
VULCAN VENTURES INC.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------
Xxxxxxx X. Xxxxx, Vice President
