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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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         THIS PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement") is entered
into as of June 29, 1999, by and among BCI (USA), LLC, a Delaware limited
liability company (the "General Partner"), and William J. Bresnan ("WBresnan"),
Blackstone BC Capital Partners L.P., a Delaware limited partnership ("BBC"),
Blackstone BC Offshore Capital Partners L.P., a Cayman Islands exempted limited
partnership ("BBCO"), Blackstone Family Investment Partnership III L.P., a
Delaware limited partnership ("BFI"), TCID of Michigan, Inc., a Nevada
corporation ("TCID-MI") and TCI Bresnan LLC ("TCI LLC"), as Sellers, and Charter
Communications Holding Company, LLC, a Delaware limited liability company


         The General Partner owns all of the general partnership interests in
Bresnan Communications Company Limited Partnership, a Michigan limited
partnership (the "Partnership"). The Sellers are each limited partners of the
Partnership and own, in the aggregate, all of limited partnership interests in
the Partnership. Buyer desires to acquire all the partnership interests in the
Partnership, and the General Partner, WBresnan, BBC, BBCO, BFI, TCID-MI and TCI
LLC (referred to collectively as the "Sellers" and individually as a "Seller")
desire to sell and contribute to Buyer such partnership interests in the
Partnership, in each case for the consideration and on the terms and conditions
set forth in this Agreement.


         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:


         1.1 Terms Defined in this Section. The following terms, as used in this
Agreement, have the meanings set forth in this Section:

         "1992 Cable Act" means the Cable Television Consumer Protection and
Competition Act of 1992, as amended, and the FCC rules and regulations
promulgated thereunder, all as in effect from time to time.

         "Acquisition Agreement Service Area" refers to the cable television
systems to be acquired by the Partnership or the Subsidiaries under the
Acquisition Agreements and means either (i) any geographic area in which the
seller under any Acquisition Agreement provides cable television service and an
Acquisition Agreement System Franchise is not required pursuant to applicable
Legal Requirements, or (ii) with respect to an Acquisition Agreement System
Franchise, the geographic area in which such seller is authorized to provide
cable television service pursuant to such Acquisition Agreement System