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w <br />PURCHASE AND CONTRIBUTION AGREEMENT <br />_ This PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement") is dated as <br />of May 26, 1999, by and among Charter Communications, Inc., a Delaware corporation ("Buyer"), <br />Falcon Communications, L.P., a California limited partnership ("Falcon'), Falcon Holding Group, <br />L.P., a Delaware limited partnership ("FHGLP"), TCI Falcon Holdings, LLC, a Delaware limited <br />liability company ("TCI"), Falcon Cable Trust, a California tout ("FC Trust'), Falcon Holding <br />Group, Inc., a California corporation ("FHGP), and DHN Inc., a California corporation COON") <br />(FHGLP, TCI, FC Trust, FHGI and DIRJ sometimes referred to herein as "Sellers'). <br />RECITALS: <br />A. FHGLP and TCl hold all of the outstanding partnership interests in Falcon. FC Trust <br />said FHGI hold partnership interests in certain other Falcon Companies. FHGLP holds certain equity <br />interests in Enstar Communications Corporation ("Enstar") and Enstar Finance Company, LLC <br />("Enstar Finance'). DHN holds certain equity interests in Adlink Cable Advertising LLC <br />("Adlink'). <br />B. Buyer desires to acquire from FHGLP and TO all of the partnership interests in <br />Falcon, the specified partnership interests in certain Falcon Companies held by FC Trust and FHGI, <br />the specified interests in Enter and Enstar Finance held by FHGLP, and the specified interests in <br />Adlink held by DHN. <br />C. The parties hereto desire to set forth the terms in accordance with which Buyer shall <br />acquire the above-described interests from the Sellers for the consideration and on the terms and <br />conditions set forth in this Agreement. <br />AGREEMENTS: <br />In consideration of the above recitals and of the mutual agreements and covenants contained <br />in this Agreement, the patties to this Agreement, intending to be bound legally, agree as follows: <br />SECTION I CERTAIN DEFINITIONS. <br />1.1 TermisDafinedinthisSecti The following terms, as used in this Agreement, have <br />the meanings set forth in this Section: <br />"Adjustment Escrow Agent" means the Escrow Agent to be seamed in the Adjustment Escrow <br />Agreement <br />"Adjustment Escrow Agreement" means the Adjustment Escrow Agreement that may, <br />subject to the terms of this Agreement, be executed and delivered by Buyer, FHGLP and the <br />Adjustment Escrow Agent, substantially in the form ofExhibit A hereto. <br />=1412WE%ECmNJN <br />