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Exhibit 2.1
MERGER AGREEMENT
BETWEEN MARCUS CABLE HOLDINGS, LLC AND CHARTER
COMMUNICATIONS HOLDINGS LLC
This Merger Agreement (this "AGREEMENT") is entered into as of this
31st day of March 1999, by and between MARCUS CABLE HOLDINGS, LLC ("MCH") and
CHARTER COMMUNICATIONS HOLDINGS LLC ("CCH").
RECITALS
WHEREAS, MCH is a limited liability company organized under
the laws of the State of Delaware;
WHEREAS, CCH is a limited liability company organized under
the laws of the State of Delaware; and
WHEREAS, MCH and CCH intend to merge into a single entity
pursuant to this Agreement and the applicable laws of the State of Delaware, and
for the surviving entity to be a limited liability company.
NOW THEREFORE, MCH and CCH hereby agree that MCH shall be
merged (the "MERGER") with and into CCH in accordance with the applicable laws
of the State of Delaware, with CCH being the surviving entity (which, in its
capacity as the surviving entity, is sometimes referred to herein as "SURVIVING
LLC"), that the name of the surviving entity shall not be changed as a result of
the Merger, and that the terms and conditions of the Merger and the mode of
carrying it into effect shall be as follows:
1. Effective Date. The Merger shall be effective upon the filing of the
Certificate of Merger with the Secretary of State of the State of Delaware (the
"EFFECTIVE DATE").
2. Certificate of Formation. The Certificate of Formation of CCH is not
amended by this Agreement, and shall be the Certificate of Formation of
Surviving LLC from and after the Effective Date, subject to the right of
Surviving LLC to amend its Certificate of Formation in accordance with the laws
of the State of Delaware.
3. Equity Interests of MCH. Each 1% membership interest of MCH ("MCH
INTEREST") prior to the Merger shall be converted into 883,227.165 membership
units of the Surviving LLC ("SURVIVING LLC UNITS"), such that following the
Merger, Marcus Cable Properties LLC, a Delaware limited liability company shall
hold 3,337,362.2 Surviving LLC Units, and Vulcan Cable, Inc., a Washington
corporation, shall hold 84,985,354.3 Surviving LLC Units.
4. [INTENTIONALLY OMITTED]
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5. Effect of the Merger. On the Effective Date, the separate existence
of MCH shall cease, and it shall be merged with and into Surviving LLC. All the
property, real, personal and mixed, of each of MCH and CCH, and all debts due to
either of them, shall be transferred to or retained in, as the case may be, and
vested in Surviving LLC, without further act or deed. Surviving LLC shall
thenceforth be responsible and liable for all the liabilities and obligations of
each of MCH and CCH, and any claim or judgment against either of MCH or CCH may
be enforced against Surviving LLC.
6. Approvals. This Agreement shall be submitted for the requisite
approvals to be obtained by MCH and by CCH in accordance with their respective
governing documents and in accordance with the laws of the State of Delaware.
7. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law.
8. Counterparts. This Agreement may be executed in counterparts, each
of which shall constitute an original and all of which, taken together, shall
constitute one and the same instrument.
9. Sections and Headings. The division of this Agreement into sections
and the insertion of headings are for reference purposes only and shall not
affect the interpretation of this Agreement.
MARCUS CABLE HOLDINGS, LLC
By: MARCUS CABLE PROPERTIES, L.L.C.
By: Marcus Cable Properties, Inc.
Its: Manager
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Vice President and Asst. Secretary
CHARTER COMMUNICATIONS HOLDINGS LLC
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Senior Vice President
