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Exhibit 2.10(b)
ASSIGNMENT
OF
PURCHASE AGREEMENT
This Assignment of Purchase Agreement is made by and between Charter
Investment, Inc. ("CII") and its wholly-controlled indirect subsidiaries,
Charter Communications Holding Company, LLC ("HoldCo") and Charter
Communications VI, LLC ("CC-VI"), effective as of the 21st day of September,
1999, with respect to the following:
A. CII (formerly known as Charter Communications, Inc.) is the
"Buyer" of certain cable television assets and equity
interests pursuant to the Purchase Agreement among Fanch
Management Partners, Inc., Fanch - JV2 Master Limited
Partnership and the other Sellers (as defined therein) party
thereto, and Charter Communications, Inc. dated as of May
21, 1999 (the "Agreement");
B. Pursuant to Section 12.5 of the Agreement, CII may assign its
rights, interests and obligations under the Agreement to any
of its affiliates without the prior written consent of any
other party to the Agreement, provided that notwithstanding
any such assignment, CII guarantees the performance of all the
assignee's obligations under the Agreement;
C. CII desires to assign its rights, interests and obligations
under the Agreement to purchase the Tioga Stock (as defined in
the Agreement) and the CSI Stock (as defined in the Agreement)
to HoldCo and HoldCo desires to assume such rights, interests
and obligations under the Agreement.
D. CII desires to assign its rights, interests and obligations
under the Agreement to purchase the Asset Sellers Assets (as
defined in the Agreement) and the FCILP Interests (as defined
in the Agreement) to CC-VI and CC-VI desires to assume such
rights, interest and obligations under the Agreement.
In recognition of the above and for other good and valuable
consideration the receipt of which is hereby acknowledged, the parties agree as
follows:
1. CII assigns all of its rights, interests and obligations
under the Agreement to purchase the Tioga Stock and the CSI
Stock to HoldCo.
2. HoldCo assumes all of CII's rights, interests and
obligations under the Agreement to purchase the Tioga Stock
and the CSI Stock and for all
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intents and purposes, with respect to the Tioga Stock and the
CSI Stock, to be substituted as the "Buyer" under the terms
thereof.
3. CII assigns all of its rights under the Agreement to
purchase the Asset Sellers Assets and the FCILP Interests to
CC-VI.
4. CC-VI assumes all of CII's rights, obligations and interests
under the Agreement to purchase the Asset Sellers Assets and
the FCILP Interests and for all intents and purposes, with
respect to the Asset Sellers Assets and the FCILP Interests,
to be substituted as the "Buyer" under the terms hereof.
5. CII guarantees the performance of all of HoldCo's and CC-VI's
obligations under the Agreement.
6. This assignment shall be effective as of the date first
written above.
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In witness whereof, each of the parties has caused this Agreement to be
executed on its behalf by their duly authorized officers.
CHARTER INVESTMENT, INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
CHARTER COMMUNICATIONS VI, LLC
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
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