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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
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         1.3 Rules of Construction. Words used in this Agreement, regardless of
the gender and number specifically used, shall be deemed and construed to
include any other gender and any other number as the context requires. As used
in this Agreement, the word "including" is not limiting, and the word "or" is
not exclusive. Except as specifically otherwise provided in this Agreement in a
particular instance, a reference to a Section is a reference to a Section of
this Agreement, a reference to an Exhibit is a reference to an Exhibit to this
Agreement, a reference to a Schedule is a reference to a Schedule to that
Disclosure Letter delivered on the date of this Agreement (the "Disclosure
Letter"), and the terms "hereof," "herein," and other like terms refer to this
Agreement as a whole, including the Schedules and the Exhibits to this
Agreement, and not solely to any particular part of this Agreement. The
descriptive headings in this Agreement are inserted for convenience of reference
only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement. Any reference in this Agreement to a "day" or
a number of "days" (without the explicit qualification of Business) will be
interpreted as a reference to a calendar day or number of calendar days. If any
action or notice is to be taken or given on or by a particular calendar day, and
such calendar day is not a Business Day, then such action or notice will be
deferred until, or may be taken or given on, the next Business Day.


         2.1 Sale and Purchase of Purchased Interests; Contribution of
Contributed Interests.

                  (a) Subject to the terms and conditions set forth in this
Agreement, each Seller hereby agrees to sell, transfer, and deliver to Buyer at
the Closing, and Buyer hereby agrees to purchase at the Closing, the partnership
interests specified below (the "Purchased Interests"), free and clear of all

                           (1) from the General Partner, the entire General
Partnership Interest; and

                           (2) from each Seller, that portion of its Limited
Partnership Interest that is not represented by a Contributed Interest.

                  (b) TCI LLC agrees to contribute to Buyer all of its Limited
Partnership Interest, and each other Seller agrees to contribute to Buyer a
portion of its Limited Partnership Interest, in each case free and clear of all
Liens and subject to the Legal Requirements (each such contributed Limited
Partnership Interest, a "Contributed Interest"). The aggregate interest in the
Partnership represented by the Contributed Interests will be a fraction, the
numerator of which is $1,000,000,000 plus the Shared Reduction Amount, if any,
and the denominator of which is $3,100,000,000, as adjusted pursuant to Section
2.3 plus the Shared Reduction Amount, if any. The percentage of each Seller's
(other than TCI LLC's) Limited Partnership Interest represented by the
Contributed Interest shall be set forth in a written notice delivered to Buyer
at least two days prior to Closing. In exchange for such contribution to Buyer,
each Seller shall receive Units in Buyer (the "Equity Consideration"). The
number of Units issued to Sellers will be calculated as set forth on Exhibit I.
For purposes of this Section 2.1, if the Adjustment Assets exceed the Adjustment
Liabilities, the