ASSIGNMENT AND CONSENT
This Assignment and Consent is entered into by and among Charter
Communications Holding Company, LLC, a Delaware limited liability company
("Holdco"), CC Systems, LLC, a Delaware limited liability company and an
indirectly wholly owned subsidiary of Holdco ("CC Systems"), and Vulcan Ventures
Incorporated, a Washington corporation ("Vulcan"), on this 20th day of December,
2001.
Recitals
A. Pursuant to the Asset Purchase Agreement, dated as of September 28,
2001 (the "Asset Purchase Agreement"), by and among Holdco and High Speed Access
Corp., a Delaware corporation ("HSA"), Holdco has agreed, subject to the terms
and conditions set forth therein, to purchase certain assets from, and assume
certain liabilities of, HSA.
B. Pursuant to the Stock Purchase Agreement, dated as of September 28,
2001 (the "Stock Purchase Agreement"), between Vulcan and Holdco, Holdco has
agreed to purchase from Vulcan certain shares of preferred stock issued by HSA,
the closing of which purchase is conditioned upon closing of the transactions
contemplated by the Asset Purchase Agreement.
C. Pursuant to the License Agreement, dated as of September 28, 2001
(the "License Agreement"), between Holdco, HSA and HSA International, Inc., a
Delaware corporation ("HSA International"), entered into in connection with the
Asset Purchase Agreement, Holdco granted to HSA and HSA International limited
licenses to use certain software to be acquired by Holdco from HSA pursuant to
the Asset Purchase Agreement.
D. Pursuant to the Non-Solicitation Agreements entered into in
connection with the Asset Purchase Agreement, each dated as of September 28,
2001, between Holdco and each of Xxxxxx X'Xxxxx and Xxxxx Xxxxxx (each person
being party to only one such agreement) (collectively, the "Non-Solicitation
Agreements"), Messrs. O'Brien and Xxxxxx agreed not to solicit certain HSA
employees to terminate employment with Holdco or any of its Affiliates.
E. Neither the License Agreement nor the Non-Solicitation Agreements
restrict Holdco's ability to assign those agreements and, pursuant to Section
12.05 of the Asset Purchase Agreement, Holdco may, without the consent of HSA,
assign to any of its Affiliates its right to acquire part or all of the Acquired
Assets, including the right to become an "Approved Company" as provided in
Section 8.04 of the Asset Purchase Agreement, and to assume the Assumed
Liabilities (such right, the "Purchase and Assumption Right"), provided that
Holdco is not released from its obligations or liabilities under the Asset
Purchase Agreement.
F. CC Systems is an indirectly wholly owned subsidiary and an Affiliate
of Holdco.
G. The Stock Purchase Agreement conditions its assignment upon the
consent of the non-assigning party.
H. Holdco desires to assign the License Agreement, the Stock Purchase
Agreement, the Non-Solicitation Agreements and the Purchase and Assumption Right
to CC Systems, CC Systems desires to assume such agreements and the Purchase and
Assumption Right and Vulcan desires to consent to the assignment of the Stock
Purchase Agreement by Holdco to CC Systems.
NOW THEREFORE, in recognition of the above and for other good and valuable
consideration the receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Defined Terms. Capitalized terms used and not otherwise defined
herein shall have the meanings assigned such terms in the Asset Purchase
Agreement.
2. Assignment and Assumption.
(i) Holdco hereby assigns the Purchase and Assumption Right and all
of its rights under the License Agreement, the Stock Purchase Agreement and the
Non-Solicitation Agreements to CC Systems. Holdco also assigns to CC Systems all
of its rights to have assigned or transferred to it any contract, agreement or
other instrument that is required to be assigned or transferred to Holdco by HSA
pursuant to the Asset Purchase Agreement (the "Acquired Agreements").
(ii) CC Systems agrees to assume all of Holdco's liabilities and
fully perform all of Holdco's obligations under the Purchase and Assumption
Right, the License Agreement, the Stock Purchase Agreement, the Non-Solicitation
Agreements and the Acquired Agreements.
3. No Release. Holdco agrees that, notwithstanding the assignment of
the Purchase and Assumption Right by Holdco to CC Systems, such assumption does
not effect any release of Holdco from its liabilities and obligations under the
Asset Purchase Agreement beyond that permitted by the Asset Purchase Agreement.
Holdco further agrees that, notwithstanding the assumption of Holdco's
liabilities and obligations under the Stock Purchase Agreement by CC Systems,
such assumption does not effect any release of Holdco from its liabilities and
obligations under the Stock Purchase Agreement.
4. Consent by Vulcan. By signing below, Vulcan agrees that it consents
to the assignment of the Stock Purchase Agreement by Holdco to CC Systems.
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5. Choice of Law. This Assignment and Consent and the rights and
obligations of the parties hereunder shall be governed by and interpreted in
accordance with the laws of the State of New York, without reference to the
conflicts of laws principles thereof.
6. Counterparts. This Assignment and Consent may be executed in two or
more counterparts, any of which may be deemed an original, but all of which
taken together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, each of the parties has caused this Assignment and
Consent to be executed on its behalf by its duly authorized officer.
CHARTER COMMUNICATIONS
HOLDING COMPANY, LLC
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Senior Vice President,
General Counsel & Secretary
CC SYSTEMS, LLC
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Senior Vice President,
General Counsel & Secretary
ACKNOWLEDGED AND ACCEPTED:
VULCAN VENTURES INCORPORATED
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
