3.1.2. On or before November 5, 1999, the Disbursement Agent
shall deliver a notice to CCI stating the number of Issued Units, if
any, that each Investor will commit to exchange into shares of
Common Stock concurrently with the closing of the IPO (the
"EXCHANGED UNITS"). If no such notice is delivered with respect to
one or more Investors, then each such Investor will no longer have
the right to exchange Issued Units into shares of Common Stock. Each
Investor electing to exchange Issued Units for Common Stock will,
upon delivery of the confirmation notice, execute and deliver a
Contribution Agreement in the form attached hereto as EXHIBIT C (the
"SECOND CONTRIBUTION AGREEMENT"). Such election and such deliveries
shall be contingent upon closing of the IPO and the fulfillment of
all of the obligations of Charter Holdco, CCI and their affiliates
hereunder, including without limitation the delivery of the
Accretion Put and Registration Support Put as provided herein.
3.2. Valuation of Exchanged Units and CCI Common Stock. As more
fully set forth in the Second Contribution Agreement, for purposes of the
exchange under Section 3.1:
3.2.1 shares of Common Stock shall be valued at the gross
price to the public in the IPO; and
3.2.2 Exchanged Units shall be valued at the sum of (i) the
Class A Preferred Contributed Amount in respect of the Exchanged Units,
and (ii) the Class A Preferred Return Amount in respect of such Exchanged
Units (the aggregate value of all such Exchanged Units being referred to
as the "ROLLOVER AMOUNT").
3.3. Lockup Agreement. Investors receiving shares of Common Stock in
exchange for Exchanged Units (the "ROLLOVER INVESTORS") will enter into a
lockup agreement with the underwriters of the IPO, in the form attached
hereto as EXHIBIT G.
3.4. Loss of Exchange Rights. Issued Units that are not exchanged
for shares of Common Stock concurrently with the IPO will remain as Class
A Preferred Units and will no longer be exchangeable into shares of Common
3.5. Registration Rights Agreement. Each Rollover Investor and CCI
shall enter into a Registration Rights Agreement in the form attached
hereto as EXHIBIT H.
3.6. Put Rights. The Charter Put (as defined in Section 5) entered
into at the Closing will not apply as to any shares of Common Stock
received in exchange for Issued Units ("ROLLOVER SHARES"). Allen will
deliver two put agreements in the forms attached hereto as EXHIBIT E (the
"ACCRETION PUT") and EXHIBIT F (the "REGISTRATION SUPPORT PUT") to each
Investor that elects to exchange Issued Units into Common Stock.