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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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<PAGE>   22
                          ARTICLE II. PURCHASE AND SALE


SECTION 2.1       COVENANT OF PURCHASE AND SALE; STOCK AND ASSETS.

         a. PURCHASE AND SALE OF OWNERSHIP INTERESTS. Subject to the terms and
conditions set forth in this Agreement, at Closing (i) FKGP shall sell, convey
and transfer to Buyer, and Buyer shall acquire from FKGP the CSI Stock, free and
clear of any Encumbrances, and the original minute books, stock records and
corporate records of CSI, (ii) the FCILP Sellers shall sell, convey and transfer
to Buyer, and Buyer shall acquire from the FCILP Sellers all of the FCILP
Interests free and clear of any Encumbrances (other than Encumbrances under the
Controlled Entity Credit Agreements that would be released upon payment of the
indebtedness under the Controlled Entity Credit Agreement applicable to FCILP),
and (iii) Cooney shall sell, convey and transfer to Buyer, and Buyer shall
acquire from Cooney the Tioga Stock free and clear of any Encumbrances, and the
original minute books, stock records and corporate records of Tioga.

         b. PURCHASE AND SALE OF ASSET SELLERS ASSETS. At Closing, subject to
the terms and conditions set forth in this Agreement, Asset Sellers shall sell,
convey, assign, and transfer to Buyer, and Buyer shall acquire from Asset
Sellers, free and clear of all Liens (except for Permitted Liens), all right,
title and interest in all of the assets and properties, real and personal,
tangible and intangible, used or held for use by Asset Sellers in the operation
of the Asset Sellers Business and the Asset Sellers Systems (the "Asset Sellers
Assets"; provided that Asset Sellers Assets does not include the Tioga Stock),
including, without limitation, the following:

                  i. Equipment. All tangible personal property owned or leased
         by Asset Sellers and used in connection with the Asset Sellers Systems,
         including, without limitation, antennae, aboveground and underground
         cable, distribution systems, headend and line amplifiers, programming
         signal decoders for each satellite service which scrambles its signal,
         housedrops, including disconnected housedrops, utility poles, local
         origination equipment, vehicles and trailers, microwave equipment,
         testing equipment, furniture, fixtures, and other physical assets. All
         vehicles used or held for use in the operation of the Systems (except
         the ARH Systems) are described on Schedule 2.1(b)(i) and at Closing
         will be owned by an Asset Seller or an Operating Entity. Schedule
         2.1(b)(i) lists all vehicles used in the Systems.

                  ii. Real Property. All interests in real property used by
         Asset Sellers in connection with the operation of the Asset Sellers
         Business, including all


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