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EXHIBIT 2.8
CONTRIBUTION AND SALE AGREEMENT
This CONTRIBUTION AND SALE AGREEMENT (this "Agreement") is
entered into as of this 30th day of December, 1999, by and among Charter
Communications Holding Company, LLC, a Delaware limited liability company
("Charter Holdco"), CC VII Holdings, LLC, a Delaware limited liability company
("CC VII Holdings") and Charter Communications VII, LLC, a Delaware limited
liability company ("CC VII").
RECITALS:
WHEREAS, Charter Holdco is the owner, beneficially and of
record, of certain minority partnership interests of each of Falcon Media
Investors Group, a California Limited Partnership, Falcon Community Investors, a
California Limited Partnership, Falcon Investors Group, Ltd., a California
Limited Partnership, Falcon Telecable Investors Group, a California Limited
Partnership, and Falcon Video Communications Investors, L.P., a California
limited partnership (collectively the "Minority Partnership Interests");
WHEREAS, Charter Holdco desires to contribute the Minority
Partnership Interests to CC VII Holdings;
WHEREAS, CC VII Holdings is authorized to issue membership
units representing equity interests in CC VII Holdings (the "CC VII Holdings
Membership Interests");
WHEREAS, CC VII Holdings currently has outstanding 100 units
of CC VII Holdings Membership Interests, which are currently held by Charter
Holdco;
WHEREAS, CC VII Holdings intends to issue additional units of
CC VII Holdings Membership Interests to Charter Holdco in exchange for Charter
Holdco's contribution of the Minority Partnership Interests to CC VII Holdings;
WHEREAS, CC VII Holdings thereafter desires to contribute the
Minority Partnership Interests to CC VII.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending legally to be bound, hereby agree as follows:
1. Contribution to CC VII Holdings. Subject to the terms and
conditions of this Agreement, Charter Holdco hereby contributes all of the
Minority Partnership Interests to CC VII Holdings, in the form of a capital
contribution, as of the Effective Date (as hereinafter defined), in exchange for
the issuance by CC VII Holdings of CC VII Holdings Membership Interests to
Charter Holdco
2. Issuance of CC VII Holdings Membership Interests. Subject
to the terms and conditions of this Agreement, CC VII Holdings hereby issues CC
VII Holdings Membership Interests to Charter Holdco, as of the Effective Date,
in exchange for Charter Holdco's contribution of the Minority Partnership
Interests to the capital of CC VII Holdings..
3. Contribution to the CC VII. Subject to the terms and
conditions of this Agreement, immediately after such Minority Partnership
Interests are contributed to CC VII Holdings from
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Charter Holdco, CC VII Holdings hereby contributes all of the Minority
Partnership Interests to CC VII, as of the Effective Date.
4. Effective Date. This Agreement shall be deemed
effective as of 12:01 a.m. on January 1, 2000 (the "Effective Date").
5. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflicts of law principles.
6. Successors. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors, heirs, executors, administrators, legal representatives and
permitted assigns.
7. Further Assurances. Each of the parties hereto shall at
any time and from time to time following the date hereof, execute and deliver
all such further instruments and take all such further actions as may be
reasonably necessary to confirm or carry out the provisions hereof.
8. Amendment; Waiver; Termination. This Agreement cannot be
amended, waived, or terminated except by a writing signed by the parties hereto
9. INVALID PROVISIONS. IF ANY PROVISION OF THIS AGREEMENT IS
HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE UNDER PRESENT OR FUTURE LAWS, SUCH
PROVISION SHALL BE FULLY SEVERABLE, THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED AS IF SUCH ILLEGAL, INVALID OR UNENFORCEABLE PROVISION HAD NEVER
COMPRISED A PART OF THIS AGREEMENT, AND THE REMAINING PROVISIONS OF THIS
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL NOT BE AFFECTED BY THE
ILLEGAL, INVALID OR UNENFORCEABLE PROVISION OR BY ITS SEVERANCE FROM THIS
AGREEMENT. THE PARTIES FURTHER AGREE THAT, IN PLACE OF EACH SUCH ILLEGAL,
INVALID OR UNENFORCEABLE PROVISION, THERE SHALL BE ADDED AUTOMATICALLY AS A PART
OF THIS AGREEMENT A PROVISION AS SIMILAR TO SUCH ILLEGAL, INVALID OR
UNENFORCEABLE PROVISION AS MAY BE POSSIBLE AND BE LEGAL, VALID AND ENFORCEABLE.
10. Counterparts. This Agreement may be executed in two or
more separately executed counterparts, which may include faxed signature pages,
each of which counterparts shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the date first above written
and effective as of the Effective Date.
CHARTER COMMUNICATIONS
HOLDING COMPANY, LLC
By: /S/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Senior Vice President,
General Counsel and Secretary
CC VII HOLDINGS, LLC
By: /S/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Senior Vice President,
General Counsel and Secretary
CHARTER COMMUNICATIONS VII, LLC
By: /S/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Senior Vice President,
General Counsel and Secretary
