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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
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(and the stockholder or his estate is obligated to sell the shares) at fair
market value. CII's obligation to purchase the shares is guaranteed by Mr.
Allen. In addition, if CII engages in certain business combinations, the CII
stockholders, including Mr. Kent, have the right to compel Mr. Allen to purchase
their shares at fair market value. The Stockholders Agreement terminates upon
the effectiveness of a Registration Statement on Form S-1, registering CII's
common stock.

        The foregoing description of the Stockholders Agreement is not, and does
not purport to be, complete and is qualified in its entirety by reference to the
Stockholders Agreement, a copy of which is filed as Exhibit 10.13 hereto and
incorporated in its entirety by reference.

        Put Agreements with Jerald L. Kent, Barry L. Babcock and Howard L. Wood

        On November 12, 1999, Mr. Allen entered into a Put Agreement with each
of Jerald L. Kent, Barry L. Babcock and Howard L. Wood (the "Founder Put
Agreements"). Each of the Founder Put Agreements gives the holder the right to
sell his shares of common stock of CII to Mr. Allen at any time after May 12,
2000, at a price equal to the product of (a) the average trading price of a
share of Class A Common Stock of the Issuer over the thirty-day period preceding
the exercise of the put option, and (b) a fraction, the numerator of which is
the total number of membership units held by CII and the denominator of which is
the total number of outstanding shares of CII. The purchase price is subject to
adjustment in certain events (for example, if CII owns assets other than its
interest in Charter Holdco). The put agreement will terminate if Mr. Allen no
longer has voting control of CII (or sooner in certain circumstances).

        The foregoing description of the Founder Put Agreements is not, and does
not purport to be, complete and is qualified in its entirety by reference to the
form of Founder Put Agreement, a copy of which is filed as Exhibit 10.14 hereto
and incorporated in its entirety by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibits

10.1:           Credit Agreement, dated as of September 17, 1999, by and among
                PGA Credit II LLC, Paul G. Allen, Commerzbank AG, and the other
                parties set forth therein (a request for confidential treatment
                has been filed with the Securities and Exchange Commission for
                certain portions that have been omitted from this filing).

10.2            Credit Agreement, dated as of September 20, 1999, by and among
                Paul G. Allen and Citibank, N.A (a request for confidential
                treatment has been filed with the Securities and Exchange
                Commission for certain portions that have been omitted from this
                filing).

10.3            Customer Agreement, between Alex. Brown & Sons Incorporated (now
                BT Alex. Brown Incorporated and Paul G. Allen (incorporated by
                reference to Exhibit (b)(1) to the Schedule 14D-1 and Schedule
                13D filed by Vulcan Ventures Incorporated on March 19, 1999)



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