number of our subsidiaries. Given the diverse nature of Mr. Allen's investment
activities and interests, and to avoid the possibility of future disputes as to
potential business effective, upon the completion of the initial public offering
by Charter Communications, Inc. of its Class A common stock, Charter
Communications Holding Company and Charter Communications, Inc. will have
agreed, until all of its shares of Class B common stock held by Mr. Allen have
automatically converted into shares of Class A common stock, not to engage in
any business activity outside the cable transmission business. The cable
transmission business means the business of transmitting video, audio, including
telephone services, and data on cable television systems owned or managed by us
from time to time. Charter Communications, Inc. will also agree with Mr. Allen
that, should we wish to pursue a business activity outside of this scope, we
must first offer Mr. Allen the opportunity to pursue that particular business
activity. If he decides not to do so and consents to our engaging in the
business activity, we will be able to do so and the Charter Communications, Inc.
certificate of incorporation and Charter Communications Holding Company's
operating agreement would be amended accordingly. As long as Mr. Allen is a
director of Charter Communications, Inc., he will be required to present to
Charter Communications, Inc. any opportunity he may have to acquire, directly or
indirectly, a majority ownership interest in any cable television system or any
company whose principal business is the ownership, operation or management of
cable television systems. However, except for the foregoing, Charter
Communications Holding Company and Charter Communications, Inc. will agree that
Mr. Allen does not have an obligation to present to Charter Communications, Inc.
business opportunities in which both Mr. Allen and we might have an interest and
that he may exploit such opportunities for his own account. The Charter
Communications, Inc. certificate of incorporation and Charter Communications
Holding Company's operating agreement will contain provisions to that effect.
ASSIGNMENTS OF ACQUISITIONS
On January 1, 1999, Charter Investment entered into a membership purchase
agreement with ACEC Holding Company, LLC for the acquisition of American Cable.
On February 23, 1999, Charter Investment assigned its rights and obligations
under this agreement to one of our subsidiaries, Charter Communications
Entertainment II, LLC, effective as of March 8, 1999, or such earlier date as
mutually agreed to by the parties. The acquisition of American Cable was
completed in April 1999.
On February 17, 1999, Charter Investment entered into an asset purchase
agreement with Greater Media, Inc. and Greater Media Cablevision, Inc. for the
acquisition of the Greater Media systems. On February 23, 1999, Charter
Investment assigned its rights and obligations under this agreement to one of
our subsidiaries, Charter Communications Entertainment I, LLC. The acquisition
of the Greater Media systems was completed in April 1999.
On April 26, 1999, Charter Investment entered into,
- a purchase and sale agreement with Rifkin Acquisition Partners, L.L.L.P.
and the sellers listed in such purchase and sale agreement,
- a purchase and sale agreement with Interlink Communications Partners,
LLLP and the sellers listed in such purchase and sale agreement. and
- an indemnity agreement with the sellers listed in such indemnity