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EXHIBIT 2.9
CONTRIBUTION AND SALE AGREEMENT
This CONTRIBUTION AND SALE AGREEMENT (this "Agreement") is
entered into as of this 30th day of December, 1999, by and between Charter
Communications Holding Company, LLC, a Delaware limited liability company
("Charter Holdco"), and Charter Communications Holdings, LLC, a Delaware limited
liability company ("Charter Holdings").
RECITALS:
WHEREAS, Charter Holdco is the owner, beneficially and of
record, of 100% of the outstanding membership interests of each of CC V
Holdings, LLC, CC VI Holdings, LLC and CC VII Holdings, LLC (collectively the
"Membership Interests");
WHEREAS, Charter Holdco desires to contribute the Membership
Interests to Charter Holdings;
WHEREAS, Charter Holdings is authorized to issue membership
units representing equity interests in Charter Holdings (the "Charter Holdings
Membership Interests");
WHEREAS, Charter Holdings currently has outstanding 100 units
of Charter Holdings Membership Interests, which are currently held by Charter
Holdco; and
WHEREAS, Charter Holdings intends to issue additional units of
Charter Holdings Membership Interests to Charter Holdco in exchange for Charter
Holdco's contribution of the Membership Interests to Charter Holdings.
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 of Membership Interests. Subject to the
terms and conditions of this Agreement, Charter Holdco hereby contributes all of
the Membership Interests to Charter Holdings, in the form of a contribution to
the common equity capital of Charter Holdings, as of the Effective Date (as
hereinafter defined), in exchange for the issuance by Charter Holdings of
Charter Holdings Membership Interests to Charter Holdco.
2. Issuance of Charter Holdings Membership Interests.
Subject to the terms and conditions of this Agreement, Charter Holdings hereby
issues Charter Holdings Membership Interests to Charter Holdco, as of the
Effective Date, in exchange for Charter Holdco's contribution of the Membership
Interests to Charter Holdings.
3. Effective Date. This Agreement shall be deemed
effective as of 12:02 a.m. on January 1, 2000 (the "Effective Date").
4. 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.
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5. 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.
6. 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.
7. Amendment; Waiver; Termination. This Agreement cannot be
amended, waived, or terminated except by a writing signed by the parties hereto.
8. 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.
9. 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.
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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
CHARTER COMMUNICATIONS
HOLDINGS, LLC
By: /S/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Senior Vice President,
General Counsel and Secretary
