This PURCHASE AGREEMENT (this "Agreement") is dated as of February 23,
1999, by and among CHARTER COMMUNICATIONS, INC., a Delaware corporation
("Charter"), CHARTER COMMUNICATIONS, LLC, a Delaware limited liability company
("Buyer"), RENAISSANCE MEDIA HOLDINGS LLC, a Delaware limited liability company
("Holdings"), and RENAISSANCE MEDIA GROUP LLC, a Delaware limited liability
R E C I T A L S:
A. Holdings holds all the outstanding limited liability company interests in
B. Buyer is an indirect majority-owned subsidiary of Charter.
C. Buyer desires to acquire from Holdings all of its limited liability company
interests in Group.
D. The parties hereto desire to set forth the terms in accordance with which
Buyer shall acquire all the limited liability company interests in Group held by
Holdings for the consideration and on the terms and conditions set forth in this
A G R E E M E N T S:
In consideration of the above recitals and of the mutual agreements and
covenants contained in this Agreement, the parties to this Agreement, intending
to be bound legally, agree as follows:
SECTION 1 CERTAIN DEFINITIONS.
1.1 Terms Defined in this Section. The following terms, as used in this
Agreement, have the meanings set forth in this Section:
"Adjustment Escrow Agent" means the Escrow Agent named in the Adjustment
"Adjustment Escrow Agreement" means the Adjustment Escrow Agreement to be
executed and delivered by Buyer, Charter, Holdings and the Adjustment Escrow
Agent, substantially in the form of Exhibit F hereto.
"Adjustment Time" means (A) with respect to the purchase and sale of the
Purchased Interests and to Current Assets and Current Liabilities and other
items that primarily relate to the Renaissance Companies as a whole, 11:59 p.m.,
New York time, on the Closing Date, and (B)