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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 
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        "Contribution Agreement" means the Contribution Agreement dated as of
September 14, 1999, by and among , CCO, Charter Communications Holding Company,
LLC, the Investors, CCI and Allen, as amended by the First Amendment to
Contribution dated as of November 12, 1999.

        "Registration Rights Agreement" means that certain Registration Rights
Agreement, dated the date hereof, among CCI, the Holder and certain additional
holders of CCI Stock executing such agreement.

        2. Put Option. Allen hereby grants to the Holder the right and option
(the "Put Option"), exercisable by written notice in the form attached as
Exhibit A hereto delivered to Allen at any time after the date that is 180 days
from the date hereof until the date of termination of the Put Option under
Section 7, to sell and to permit any of the Holder's Permitted Transferees to
sell to Allen or his designee, from time to time, on one or more occasions, all
or any portion of the Registrable Securities (as defined in the Registration
Statement) held by the Holder and its Permitted Transferees; provided, however,
that the Put Option shall not be exercisable unless on the date the written
notice of exercise is delivered the Registrable Securities specified in the
Holder's notice pursuant to this Section 2 are not then able to be resold under
the Registration Statement contemplated by the Registration Rights Agreement
(whether or not such inability constitutes a breach of the Registration Rights
Agreement). Upon the giving of such notice, Allen shall be obligated to buy or
to cause his designee to buy and, subject to Section 5.3, 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 CCI Stock held by the Holder and
its Permitted Transferees that is specified in the Holder's notice pursuant to
this Section 2, at the price and upon the terms and conditions specified in
Section 3.

        3. Purchase Price; Closing.

               3.1 The purchase price to be paid upon any exercise of the Put
Option (the "Purchase Price") shall be equal to the Closing Price of CCI common
stock on the date on which the Holder's notice of exercise is delivered under
Section 2 (or if such date is not a trading day, then the Closing Price on the
next trading day).

               3.2 At each closing of the purchase and sale of the CCI Stock
pursuant to the exercise of the Put Option (the "Closing"), (a) Allen or his
designee shall pay to the Holder (for itself and on behalf of its Permitted
Transferees, if applicable) the Purchase Price in immediately available funds by
wire transfer (if wire transfer instructions were provided in the notice of
exercise) or certified bank check; and (b) the Holder shall deliver or cause to
be delivered to Allen or his designee one or more certificates evidencing the
CCI Stock to be purchased and sold at such Closing, together with duly executed
assignments separate from the certificate in form and substance reasonably
acceptable to Allen to effectuate the transfer of such CCI Stock to Allen or his
designee, together with a certificate of the Holder and its Permitted
Transferee, if applicable, reaffirming the representations in Section 4.

               3.3 Each Closing shall be held at the offices of Irell & Manella
in Los Angeles, California, on the thirtieth day after the Holder delivers the
written notice described above (or, if such day is not a business day, on the
next business day thereafter), or at such other time and


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