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EXHIBIT 10.36(b)
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT, made as of the 25th day of May, 1999, by and
among Charter Communications Holdings, LLC, a Delaware limited liability company
("CC Holdings") and Charter Communications Holding Company, LLC, a Delaware
limited liability company ("Charter Holdco").
RECITALS
WHEREAS, CC Holdings has adopted the Charter Communications Holdings, LLC
1999 Option Plan ("the Plan"), a plan granting options of membership interests
representing an aggregate of 10% of the equity value of CC Holdings; and
WHEREAS, Charter Holdco desires to assume all of CC Holdings' obligations
under the Plan; and
WHEREAS, the Manager and Member of Charter Holdco has determined that the
assumption of the Plan is in the best interests of Charter Holdco.
NOW, THEREFORE, in consideration of good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Charter Holdco hereby fully and completely assumes and agrees to pay,
perform and discharge when due, all the obligations of CC Holdings under the
Plan, and CC Holdings is fully and completely released by Charter Holdco with
respect to CC Holdings' obligations under the Plan.
2. All references in the Plan to CC Holdings shall become references to
Charter Holdco, and options which have been issued or will be issued under the
Plan shall be options for membership interests in Charter Holdco.
3. This Assumption 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.
4. This Assumption Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
5. This Assumption Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of such
separate counterparts shall together constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed by their duly authorized officers as of the
date first above written.
CHARTER COMMUNICATIONS HOLDINGS, LLC
By:
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Name:
Title:
CHARTER COMMUNICATIONS HOLDING
COMPANY, LLC
By:
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Name:
Title:
2.
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IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed by their duly authorized officers as of the
date first above written.
CHARTER COMMUNICATIONS HOLDINGS, LLC
By: /s/ Xxxxx Xxxxxx
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Name:
Title:
CHARTER COMMUNICATIONS HOLDING
COMPANY, LLC
By: /s/ Xxxxx Xxxxxx
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Name:
Title:
2.
