FIRST AMENDMENT TO
MEMBERSHIP INTERESTS PURCHASE AGREEMENT
This FIRST AMENDMENT (the "Amendment") to the MEMBERSHIP INTERESTS PURCHASE AGREEMENT dated as of July 22, 1999, by and between Charter Communications Holding Company, LLC (the "Company") and Paul G. Allen (the "Buyer"), is entered into as of August 10, 1999.
RECITALS
A. The Company and Buyer entered into that certain Membership Interests Purchase Agreement dated as of July 22, 1999 (the "Purchase Agreement") providing for, among other things, the purchase and sale of membership interests to the Buyer in two closings, the first to occur on or before July 30, 1999, and the second to occur after July 30, 1999 and on or before September 1, 1999.
B. The First Closing occurred on August 10, 1999, and in connection therewith, Vulcan Cable III Inc. ("Vulcan"), a Washington corporation wholly-owned by the Buyer, acquired the First Issuance Acquired Membership Interests for a purchase price of $500 million.
C. Vulcan has assumed the obligations of one of the Company's subsidiaries to purchase certain equity and debt from the stockholders of three corporate partners (the "Blocker Corporations") of InterLink Communications Partners, LLLP (or its successor) ("InterLink").
D. The parties to the Purchase Agreement desire to amend the Purchase Agreement to reflect a change in the timing and manner in which the Buyer will purchase an additional 39,797,395 Units (the "Second Tranche") for $825 million in the form of cash and membership interests in InterLink to be contributed to the Company.
E. Capitalized terms used in this Amendment shall have the meaning ascribed to them in the Purchase Agreement.
AGREEMENT
In consideration of the mutual premises contained herein and intending to be legally bound, the parties agree that the Purchase Agreement is hereby amended as follows:
1. Section 1 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
"1. Purchase and Sale of Membership Interests. On the terms and subject to the conditions contained in this Agreement, the Company hereby agrees to issue and sell to Buyer or his designee, and Buyer hereby agrees to purchase or cause to be purchased from the Company, (a) at the First Closing (as defined below), 24,119,633 Units for an aggregate purchase price of Five Hundred Million
- 1 - 2 Dollars ($500,000,000) (the 'FIRST ISSUANCE ACQUIRED MEMBERSHIP INTEREST'), (b) at the Second Closing (as defined below), a number of Units equal to the Second Closing Cash Amount (as defined below) divided by $20.73 (the 'SECOND ISSUANCE ACQUIRED MEMBERSHIP INTEREST'), for an aggregate purchase price equal to the Second Closing Cash Amount, and (c) at the Third Closing (as defined in Section 2(c) below), the portion of the Second Tranche not purchased in the Second Closing (the 'THIRD ISSUANCE ACQUIRED MEMBERSHIP INTEREST'), in consideration of (x) the contribution to the Company of the InterLink Interest (as defined in Section 2(c) below), (y) the assignment to the Company of all of Vulcan's right to and interest in any indemnification payments or other amounts that may be payable to it or by it (other than the Final Blocker Price) under the InterLink Agreement (as defined below), and (z) the commitment made hereby to pay to the Company the Excess Cash (as defined below), if any. As used in this Agreement, the following terms have the following meanings:
(a) 'Estimated Blocker Price' means the maximum amount, estimated by
Vulcan in good faith immediately prior to the Second Closing, that Vulcan
will be required to pay to acquire the Blocker Corporations from the
owners thereof.
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