SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (the "Agreement") is entered into as of the
29th day of June, 1999, among Comcast Corporation, a Pennsylvania Corporation
("Buyer"), Xxxxx X. Xxxxx("Xxxxx") and Xxxxx International Ltd., a Colorado
corporation ("Xxxxx International" and, together with Xxxxx, "Sellers").
BACKGROUND
Buyer desires to purchase (i)2,627 shares of Class A Common Stock, par
value $.01 per share (the "Class A Stock"), of Xxxxx Intercable, Inc., a
Colorado corporation (the "Company), from Xxxxx (the "Xxxxx Shares") and (ii)
997,373 shares of Class A Stock from Xxxxx International (the "Xxxxx
International Shares" and, together with the Xxxxx Shares, the "Shares), and
each Seller desires to sell its Shares to Buyer, upon the terms set forth
herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Purchase and Sale of the Shares. Upon the basis of the representations,
warranties, acknowledgments, agreements and covenants herein contained, on July
2, 1999 (the "Closing Date") (a) Buyer will purchase the Xxxxx Shares from
Xxxxx, and Xxxxx will sell the Xxxxx Shares to Buyer, for an aggregate purchase
price of $131,350 (the "Xxxxx Purchase Price") and (ii) Buyer will purchase the
Xxxxx International Shares from Xxxxx International, and Xxxxx International
will sell the Xxxxx International Shares to Buyer, for an aggregate purchase
price of $49,868,650 (the "Xxxxx International Purchase Price"). The foregoing
transactions are referred to herein as the "Closing".
2. Closing. On the Closing Date, (i) Xxxxx will deliver to Buyer
certificates for the Xxxxx Shares and Xxxxx International will deliver to Buyer
certificates for the Xxxxx International Shares (together, the "Certificates")
duly endorsed or accompanied by stock powers duly endorsed in blank, with any
required transfer stamps affixed thereto and (i) Buyer will deliver to Xxxxx the
Xxxxx Purchase price and to Xxxxx International the Xxxxx International Purchase
Price, in each case in cash by wire transfer of immediately available funds.
2. Representations and Warranties. As of the date hereof and as of the
Closing Date, each Seller hereby represents and warrants to Buyer as follows:
(a) Such Seller has full power, capacity, authority and right to
execute and deliver this Agreement and to perform its obligations
hereunder.
(b) This Agreement has been duly authorized by all necessary action
and constitutes the valid and binding agreement of such Seller enforceable
against such Seller in accordance with its terms.
(c) With respect to Xxxxx, (i) Xxxxx is the record and beneficial
owner of the Xxxxx Shares free and clear of any liens, security interests,
encumbrances, claims, liabilities, restrictions and third party rights
("Liens") and (ii) at Closing, Xxxxx will transfer and deliver to Buyer,
good and valid title to the Xxxxx Shares free and clear of any Lien. With
respect to Xxxxx International, (i) Xxxxx International is the record and
beneficial owner of the Xxxxx International Shares free and clear of any
Liens and (ii) at the Closing , Xxxxx International will transfer and
deliver to Buyer good and valid title to the Xxxxx International Shares
free and clear of any Lien.
(d) No approval, authorization, consent or filing is required in
connection with the execution, delivery and performance of this Agreement
by such Seller, except as may be required under the Securities Exchange Act
of 1934, as amended.
(e) The execution, delivery and performance of this Agreement by such
Seller does not contravene or conflict with any agreement, contract or
other instrument, or any law, rule, regulation, order or decree, binding
upon or applicable to such Seller.
3. Acknowledgment and Release. Each Seller acknowledges that Buyer has made
available to such Seller all information requested by such Seller relating to
the Company and the value of its Shares. Each Seller hereby releases Buyer and
its affiliates from any claims relating to the Purchase Price being paid for its
Shares, including any claim that Buyer may be in possession of material
information that has not been disclosed to such Seller. The parties acknowledge
and agree that, except as expressly set forth herein, no party makes any
warranty or representation, express or implied or arising by operation of law in
connection with the transactions provided for herein.
4. Indemnity. The Seller's hereby jointly and severally agree to indemnify,
defend and hold harmless Buyer and its affiliates against any and all losses,
expenses, damages, injuries, judgments, claims, liabilities and costs (including
without limitation reasonable attorneys' fees and costs and the
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reasonable costs of enforcing this indemnity) arising from or relating to any
inaccuracy in any representation or warranty of either Seller or any breach by
either Seller of any covenant, acknowledgement, undertaking or agreement set
forth herein.
5. Miscellaneous. (a) Each Seller agrees to provide reasonable cooperation
to Buyer in executing and delivering all further documents necessary to effect
the purchase and sale of its Shares.
(b) Any provision of this Agreement may be amended or waived if, but only
if, such amendment or waiver is in writing and is signed by both parties hereto.
(c) This agreement shall be binding upon and inure to the benefit of each
of the parties and their respective heirs, administrators, successors, assigns
and legal representatives.
(d) This Agreement shall be construed in accordance with and governed by
the laws of the State of New York, without regard to the conflicts of law rules
of such state.
(e) This Agreement may be executed in counterparts each of which shall be
an original with the same effects as if the signatures thereto and hereto were
upon the same instrument. No provision of this Agreement is intended to confer
upon any Person other than the parties hereto any rights or remedies hereunder.
(f) This Agreement constitutes the entire agreement and understanding among
the parties hereto and supersedes any and all prior agreements and
understandings, written or oral, relating to the subject matter hereof.
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IN WITNESS WHEREOF, each of the undersigned has duly executed this
Agreement as of the date first set forth above.
COMCAST CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President - Finance
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
XXXXX INTERNATIONAL LTD.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Chief Executive Officer
