Print Page  Close Window

SEC Filings

8-K
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 8-K on 01/18/2000
Entire Document
 
<PAGE>   1



                                                                     EXHIBIT 2.9




                         CONTRIBUTION AND SALE AGREEMENT


                  This CONTRIBUTION AND SALE AGREEMENT (this "Agreement") is
entered into as of this 30th day of December, 1999, by and between Charter
Communications Holding Company, LLC, a Delaware limited liability company
("Charter Holdco"), and Charter Communications Holdings, LLC, a Delaware limited
liability company ("Charter Holdings").

                                    RECITALS:

                  WHEREAS, Charter Holdco is the owner, beneficially and of
record, of 100% of the outstanding membership interests of each of CC V
Holdings, LLC, CC VI Holdings, LLC and CC VII Holdings, LLC (collectively the
"Membership Interests");

                  WHEREAS, Charter Holdco desires to contribute the Membership 
Interests to Charter Holdings;

                  WHEREAS, Charter Holdings is authorized to issue membership
units representing equity interests in Charter Holdings (the "Charter Holdings
Membership Interests");

                  WHEREAS, Charter Holdings currently has outstanding 100 units
of Charter Holdings Membership Interests, which are currently held by Charter
Holdco; and

                  WHEREAS, Charter Holdings intends to issue additional units of
Charter Holdings Membership Interests to Charter Holdco in exchange for Charter
Holdco's contribution of the Membership Interests
 to Charter Holdings.

                  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 are hereby acknowledged, the parties hereto,
intending legally to be bound, hereby agree as follows:

                  1.   Contribution of Membership Interests. Subject to the 
terms and conditions of this Agreement, Charter Holdco hereby contributes all of
the Membership Interests to Charter Holdings, in the form of a contribution to
the common equity capital of Charter Holdings, as of the Effective Date (as
hereinafter defined), in exchange for the issuance by Charter Holdings of
Charter Holdings Membership Interests to Charter Holdco.


                  2.   Issuance of Charter Holdings Membership Interests. 
Subject to the terms and conditions of this Agreement, Charter Holdings hereby
issues Charter Holdings Membership Interests to Charter Holdco, as of the
Effective Date, in exchange for Charter Holdco's contribution of the Membership
Interests to Charter Holdings.

                  3.   Effective Date.  This Agreement shall be deemed  
effective as of 12:02 a.m. on January 1, 2000 (the "Effective Date").

                  4.   Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflicts of law principles.