1.6 "Minimum Amount" means the lesser of (i) Issued Units for
which the Redemption Purchase Price under this Agreement is at least $1,000,000,
or (ii) all Issued Units that are subject to the Holder's Redemption Election
under this Agreement.
1.7 "Operating Agreement" means that certain Amended and Restated
Limited Liability Company Agreement of Charter LLC effective as of September 14,
1999 as amended from time to time.
2. Redemption Election.
Charter LLC hereby grants to the Holder the right and option (the
"Redemption Election"), exercisable from the date hereof through and including
the date of termination of the Redemption Election under Section 9 by written
notice delivered to Charter LLC and Allen (the "Charter Notice"), to sell and to
permit any of the Holder's Permitted Transferees (as defined below) to sell to
Charter LLC or its designee, from time to time, on one or more occasions, all or
any portion of the Issued Units held by the Holder and its Permitted Transferees
that represents at least the Minimum Amount. Upon the delivery of the Charter
Notice, Charter LLC shall be obligated to buy or to cause its designee to buy
and, subject to Section 8.3, the Holder and the Permitted Transferees identified
in the Holder's notice pursuant to this Section 2 shall be obligated to sell,
the amount of the Issued Units held by the Holder and its Permitted Transferees
that is specified in the Charter Notice, at the price and upon the terms and
conditions specified in Section 3.
3. Redemption Purchase Price; Redemption Closing.
3.1 The purchase price to be paid upon any exercise of the
Redemption Election (the "Redemption Purchase Price") shall be the sum of (i)
the Class A Preferred Contributed Amount in respect of the Issued Units as to
which such Redemption Election has been exercised, and (ii) the Class A
Preferred Return Amount in respect of such Class A Preferred Units.
3.2 At each closing of the purchase and sale of the Issued Units
to Charter LLC or its designee (the "Redemption Closing"), (a) Charter LLC or
its designee shall pay to the Holder (for itself and on behalf of its Permitted
Transferees, if applicable) the sum of the Redemption Purchase Price and the
Interest Payment, if any, in immediately available funds by wire transfer or
certified bank check; and (b) the Holder shall deliver or cause to be delivered
to Charter LLC or its designee one or more certificates evidencing the Issued
Units to be purchased and sold at such Redemption Closing (if certificates
representing such Issued Units have been issued), together with duly executed
assignments separate from the certificate in form and substance reasonably
acceptable to Charter LLC to effectuate the transfer of such Issued Units to
Charter LLC or its designee, together with a certificate of the Holder and its
Permitted Transferee, if applicable, reaffirming the representations in Section
3.3 Each Redemption Closing shall be held at the offices of Irell
& Manella in Los Angeles, California, on (or before if Charter LLC so
determines) the last day of the calendar quarter following the date on which
Holder delivers the Charter Notice, or if the Charter Notice is delivered fewer
than fifteen (15) calendar days prior to the end of the calendar quarter, then
on the fifteenth day of the next calendar quarter (but effective as of the end
of the calendar quarter