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Exhibit 2.8(b)
ASSIGNMENT AND CONTRIBUTION AGREEMENT
This Assignment and Contribution Agreement (the "Agreement") is entered
into as of October 11, 1999 by and between Charter Communications Holding
Company, LLC, a Delaware limited liability company ("Charter Holdco") and
Charter Communications, Inc., a Delaware corporation ("CCI").
WHEREAS, Charter Investment, Inc. (formerly Charter Communications,
Inc.), a Delaware corporation, Charter Communications Holdings, LLC, a Delaware
limited liability company ("CCH"), Avalon Cable Holdings LLC ("Parent"), Avalon
Investors, L.L.C. ("Avalon Investors"), Avalon Cable of Michigan Holdings, Inc.
("Michigan Holdings") and Avalon Cable LLC (the "Avalon Cable") entered into a
Securities Purchase Agreement dated as of May 13, 1999 (the "Avalon Agreement").
WHEREAS, pursuant to the Avalon Agreement, CCH agreed, among other
things, to purchase from Parent its stock in Michigan Holdings and its option to
purchase the Class B-1 Units of the Avalon Cable and CCH agreed to purchase from
Avalon Investors all of the Class A Units of the Avalon Cable.
WHEREAS, pursuant to an Assignment Agreement effective as of June 16,
1999, CCH assigned its rights and obligations under the Avalon Agreement to
Charter Holdco.
WHEREAS, pursuant to this Agreement: (i) Charter Holdco is assigning to
CCI all of its rights and obligations to purchase all of the stock of Michigan
Holdings (the "Michigan Holdings Stock") pursuant to the Avalon Agreement; (ii)
CCI is committing to retain an amount equal to $365,000,000 from its initial
public offering of Class A Common Stock ("IPO") to consummate the purchase of
the Michigan Holding Stock (such proceeds, the "Retained Cash"); (iii) upon the
purchase of the Michigan Holdings Stock, CCI will contribute to Charter Holdco a
direct or indirect interest in the limited liability company interest in the
Avalon Cable owned by Avalon Cable of Michigan, Inc. (the "Michigan LLC
Interest") and any Retained Cash remaining following the consummation of such
purchase; and (iv) in respect of CCI's commitment set forth in clause (iii),
Charter Holdco will issue to CCI, at the closing of the IPO, a number of Class B
Common Units in Charter Holdco equal to (x) the amount of the Retained Cash
divided by (y) the initial public offering price per share of CCI's Class A
Common Stock minus the amount of underwriting discounts per share of Class A
Common Stock.
NOW, THEREFORE, the parties hereto agree as follows:
1. Assignment and Assumption. Charter Holdco hereby assigns to CCI all of
Charter Holdco's rights and obligations to purchase the Michigan
Holdings Stock pursuant to the Avalon Agreement. CCI hereby accepts
such assignment and assumes and agrees to perform all of the
obligations of Charter Holdco to purchase the Michigan Holdings Stock
pursuant to the Avalon Agreement.
2. Commitment to Retain Cash from XXX.Xx the closing of the IPO, CCI will
retain the Retained Cash and shall not contribute the Retained Cash to
Charter Holdco.
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3. Contribution of Michigan LLC Interest and Excess Retained Cash. CCI
hereby commits that following the purchase of the Michigan Holdings
Stock by CCI, CCI will contribute to Charter Holdco a direct or
indirect interest in 100% of the Michigan LLC Interest. In addition,
following the completion of all payments related to the final purchase
price adjustments pursuant to the Avalon Agreement, CCI will contribute
to Charter Holdco an amount of cash equal to (i) the amount of Retained
Cash, minus (ii) the amount paid by CCI to consummate the purchase of
the Michigan Holdings Stock (including any payments made by CCI in
respect of purchase price adjustments), plus (iii) any payments
received by CCI in respect of purchase price adjustments related to the
Michigan Holdings Stock pursuant to the Avalon Agreement.
Notwithstanding the foregoing, if the closing of the transactions
pursuant to the Avalon Agreement has not occurred prior to March 31,
2000 (or, if the termination date under the Avalon Agreement is
extended, such extended termination date), then CCI will contribute the
Retained Cash to Charter Holdco.
4. Issuance of Class B Common Units to CCI. In respect of CCI's commitment
set forth in Paragraph 3 above, Charter Holdco will issue to CCI, at
the closing of the IPO, a number of Class B Common Units in Charter
Holdco equal to (x) the amount of the Retained Cash, divided by (y) the
initial public offering price per share of CCI's Class A Common Stock
minus the amount of underwriting discounts per share of Class A Common
Stock. This provision should not be construed in any way to result in
CCI receiving any more Class B Common Units in Charter Holdco in total
than the number of Class B Common Units it would receive had all of the
IPO proceeds been immediately contributed to Charter Holdco.
5. Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of Delaware, without
reference to the choice of law or conflicts of law principles thereof.
6. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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[SIGNATURE PAGE TO ASSIGNMENT
AND CONTRIBUTION AGREEMENT]
AGREED AND ACCEPTED:
CHARTER COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Senior Vice President
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Senior Vice President
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