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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 08/27/1999
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                                                                   Exhibit 10.5 

                     MEMBERSHIP INTERESTS PURCHASE AGREEMENT


         This Membership Interests Purchase Agreement is entered into as of
July 22, 1999, by and between CHARTER COMMUNICATIONS HOLDING COMPANY, LLC, a
Delaware limited liability company (the "COMPANY") and PAUL G. ALLEN, an
individual ("BUYER") with reference to the following facts.

                               W I T N E S S E T H

         A. The Company is authorized to issue membership interests representing
equity interests in the Company ("Membership Interests");

         B. The Company currently has outstanding 217,585,246 Units of
Membership Interests ("Units") and has granted options to purchase another
16,538,208 Units;

         C. On March 12, 1999, Buyer and Charter Communications Holding Company,
LLC, now a wholly-owned subsidiary of the Company, agreed that Buyer would
commit to invest $1.325 billion in additional equity, as needed, on economic
terms equivalent to those stated herein.

         D. The Company wishes to have Buyer or one of his affiliates purchase
an aggregate of $1.325 billion in Units on the terms and conditions set forth
herein in order to facilitate (a) the consummation of certain pending
acquisitions by the Company; and (b) the sale by the Company of Units to Charter
Communications, Inc. ("CCI") in a contemplated initial
 public offering by CCI,
and the sale by CCI to Buyer of certain shares of its Class B Common Stock
having characteristics no less favorable to Buyer than those reflected in the
Registration Statement on Form S-1 of CCI to be filed; and

         Buyer desires to subscribe for and purchase the additional Units of
Membership Interests on the terms and conditions set forth herein.

                                A G R E E M E N T

         NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the Company and Buyer
hereby agree 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
Dollars ($500,000,000.00) (the "FIRST ISSUANCE ACQUIRED MEMBERSHIP INTERESTS"),
and (b) at the Second Closing (as defined below), an additional 39,797,395 Units
for an aggregate purchase price of Eight Hundred Twenty-Five Million Dollars
($825,000,000.00) (the "SECOND ISSUANCE ACQUIRED MEMBERSHIP INTERESTS", and
collectively with the First Issuance Acquired Membership Interests, the
"Acquired Membership Interests")).
    



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         2. Closing; Deliveries.

         (a) First Closing. The closing of the purchase and sale of the First
Issuance Acquired Membership Interests (the "FIRST CLOSING") shall occur at the
offices of Irell & Manella LLP ("I&M"), 1800 Avenue of the Stars, Suite 900, Los
Angeles, California 90067, on a date on or before July 30, 1999 to be agreed
upon by the Company and Buyer. At the First Closing, the Company shall deliver
to Buyer or his designee one or more certificates evidencing the First Issuance
Acquired Membership Interests registered in the name of Buyer or his designee
and Buyer shall pay or cause to be paid to the Company the purchase price for
the First Issuance Acquired Membership Interests by check or wire transfer. The
date on which the First Closing occurs is hereinafter referred to as the "FIRST
CLOSING DATE."

         (b) Second Closing. The closing of the purchase and sale of the Second
Issuance Acquired Membership Interests (the "SECOND CLOSING") shall occur at the
offices of I&M on a date after July 30, 1999 and on or before September 1, 1999
to be agreed upon by the Company and Buyer. At the Second Closing, the Company
shall deliver to Buyer or his designee one or more certificates evidencing the
Second Issuance Acquired Membership Interests registered in the name of Buyer or
his designee and Buyer shall pay or cause to be paid to the Company the purchase
price for the Second Issuance Acquired Membership Interests by check or wire
transfer. The date on which the Second Closing occurs is hereinafter referred to
as the "SECOND CLOSING DATE."

   
         3. Programming. The Company shall grant Buyer the right to program up
to eight digital channels on each cable system now or hereafter owned or
operated by the Company or its subsidiaries, the exact numbers of channels to be
determined based on the megahertz level of each such system. The terms and
conditions of such grants shall be finalized prior to the Second Closing.
    

         4. Miscellaneous.

         (a) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, as such laws are applied to
contracts entered into and performed in such state without resort to that
state's conflict-of-laws rules.

         (b) Severability. In the event one or more of the provisions of this
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.

         (c) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original, but all of which, when taken
together, shall constitute one and the same agreement. This Agreement shall
become effective when one or more counterparts has been signed by each of the
parties and delivered to the other party.

         (d) Headings. The section headings in this Agreement have been inserted
for identification and reference and shall not by themselves determine the
meaning or interpretation of any provision of this Agreement.


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         (e) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
personal representatives and permitted assigns. The Company acknowledges that
Buyer may assign its rights but not its obligations under this Agreement to any 
entity that Buyer owns all of the outstanding equity interests in.
    

         (f) Costs of Enforcement. If any party to this Agreement seeks to
enforce its rights under this Agreement by legal proceedings or otherwise, or
seeks a declaration of any rights or obligations under this Agreement, the
non-prevailing party shall pay all costs and expenses incurred by the prevailing
party, including, without limitation, all legal fees and expenses.

         (g) Entire Agreement. This Agreement constitutes and contains the
entire agreement of the parties with respect to the transactions contemplated by
this Agreement and supersedes all prior or contemporaneous negotiations,
correspondence, arrangements, letters of intent, understandings and agreements
relating to the substance thereof.

         (h) Notices. Any notice or delivery that any party hereto is required
or desires to give hereunder to any other party shall be in writing and may be
given by hand delivery or by nationally recognized overnight courier or by
mailing the same to the other party at the address set forth below (or to such
other address as may have theretofore been substituted therefor by written
notice to the other party hereto given as herein provided) by certified or
registered United States mail, postage prepaid or by confirmed telecopy. Notices
and deliveries shall be deemed given as follows: when sent, if sent by telecopy
with delivery confirmed; when delivered and receipted for (or upon the date of
attempted delivery where delivery is refused), if hand delivered or delivered by
nationally recognized overnight courier; or when receipted for (or upon the date
of attempted delivery where delivery is refused or a properly addressed and
mailed notice is returned as undeliverable or unclaimed), if sent by certified
or registered mail. Whenever under the terms hereof the time for giving a notice
or performing an act fails on a Saturday, Sunday or holiday, such time shall be
extended to the next business day. For the purpose of this Agreement the
addresses of the parties hereto shall be as follows until changed in accordance
with the terms hereof:

         If to the COMPANY:

                  Charter Communications Holding Company LLC
                  12444 Powerscourt Drive, Suite 400
                  St. Louis, MO 63131

                  Attn: Jerald L. Kent, President and Chief Executive Officer

         If to BUYER:

                  Paul G. Allen
                  110th Avenue N.E., Suite 550
                  Bellevue, WA  98004



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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written. 

                                   CHARTER COMMUNICATIONS HOLDING COMPANY LLC,
                                   a Delaware limited liability company



                                   By: /s/ Jerald L. Kent
                                   --------------------------------------
                                   Its: Chief Executive Officer
                                   --------------------------------------



                                   BUYER



                                   /s/ Paul G. Allen
                                   --------------------------------------
                                   Paul G. Allen







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