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Exhibit 2.2(b)
ASSIGNMENT
OF
MEMBERSHIP PURCHASE AGREEMENT
This Assignment of Membership Purchase Agreement by and between Charter
Communications, Inc. ("CCI") and its controlled subsidiary, Charter
Communications Entertainment II, LLC ("CCE-II"), is made as of the 23rd day of
February, 1999, with respect to the following:
A. CCI is the "Buyer" of certain membership interests pursuant to the
Membership Purchase Agreement by and between ACEC Holding Company,
LLC ("Seller") and CCI dated January 1, 1999 (the "Purchase
Agreement");
B. Pursuant to Section 17.1 of the Purchase Agreement, CCI may assign
its rights under the Agreement to an Affiliate upon at least ten
(10) days prior written notice to the Seller;
C. CCI desires to assign its rights and liabilities under the Purchase
Agreement and CCE-II desires to assume such rights and liabilities
under the Purchase Agreement;
D. CCI transmitted notice on February 23, 1999 to the Seller of the
intended assignment of rights, with such notice to be deemed
delivered to Seller on February 24, 1999.
In recognition of the above and for other good and valuable consideration
the receipt of which is hereby acknowledged, the parties agree as follows:
1. CCI hereby assigns all of its rights and obligations under the
Purchase Agreement to CCE-II.
2. CCE-II agrees to assume all of CCI's rights and obligations under
the Purchase Agreement.
3. The assignment of CCI's rights and obligations under the Purchase
Agreement shall be effective on the earlier of March 8, 1999 or such
earlier date as Seller consents to the assignment.
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by their duly authorized officers.
CHARTER COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
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Title: Senior Vice President
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CHARTER COMMUNICATIONS
ENTERTAINMENT II, LLC
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: Senior Vice President
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