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Exhibit 10.11(b)
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this "Agreement") is made as of
the _____ day of _________, 1999 by and among Charter Communications, Inc., a
Delaware corporation (the "Member"), and Charter Communications Holding Company,
LLC, a Delaware limited liability company (the "Company").
RECITALS
A. Immediately prior to the consummation of the transactions
contemplated hereby, the Member will issue and sell through an underwritten
public offering of up to 195.5 million shares of the Member's Class A common
stock (the "IPO").
B. The Member wishes to contribute to the Company 100% of the net
proceeds (in the form of cash or assets acquired utilizing such cash) of the
IPO, after deducting underwriting discounts, to the Company, and in
consideration of such contribution, the Company wishes to issue and sell to the
Member Class B common membership units of the Company ("Common Units").
C. The Member and the Company have entered into that certain Assignment
and Contribution Agreement, dated as of October 11, 1999, pursuant to which (i)
the Company assigned its rights to purchase certain assets (the "Assets") to the
Member and (ii) the Member agreed to (a) retain $365,000,000 of the net proceeds
of the IPO to acquire the Assets and (b) to contribute the Assets to the Company
along with any remaining portion of such $365,000,000 in IPO proceeds (the
"Remaining Proceeds").
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 is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Initial Contribution. Subject to the terms and conditions of this
Agreement, the Member hereby contributes to the Company $ and reiterates its
prior commitment to contribute to the Company the Assets and the Remaining
Proceeds in consideration of the Company's issuance and sale to the Member of
170 million Common Units (the "Initial Contribution").
2. Optional Contribution. Subject to the terms and conditions of this
Agreement and only in the event that the underwriters of the IPO exercise, in
whole or in part, their option to purchase up to an additional 25.5 million
shares (the "Option
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Shares") of the Member's Class A common stock, the Member hereby contributes to
the Company 100% of the net proceeds (after deducting underwriting discounts and
estimated offering expenses) of such purchase (the "Optional Contribution").
3. Issuance of Common Units. Subject to the terms and conditions of
this Agreement, (a) the Company hereby issues and sells to the Member 170
million Common Units in consideration of the Member's Initial Contribution and
(b) in the event the Member makes the Optional Contribution, the Company hereby
issues and sells to the Member the number of Common Units equal to the number of
Option Shares issued by the Member.
4. Effective Date. This Agreement shall become effective only upon the
closing of the IPO as contemplated by the Member's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission. If such event does
not occur for any reason, or has not occurred by January 1, 2000, this Agreement
shall be of no force or effect and none of the parties hereto shall have any
rights, obligations or liabilities under or arising out of this Agreement.
5. Amendments. This Agreement cannot be amended, waived, or terminated
except by a writing signed by all parties.
6. 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
Contribution Agreement to be duly executed and delivered as of the date first
above written and effective as of the Effective Date.
CHARTER COMMUNICATIONS, INC.,
a Delaware corporation
By:
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Name:
Title:
CHARTER COMMUNICATIONS HOLDING
COMPANY, LLC, a Delaware limited liability
company
By:
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Name:
Title:
