"Exchange Agreement" means that certain Exchange Agreement, dated as of
_________, 1999, by and among CCI, CII, Vulcan Cable III Inc. and Paul G.
"GAAP" means generally accepted accounting principles in effect from
time to time in the United States of America, applied in a manner consistent
with that used in the preparation of the financial statements included in all
forms, reports and similar documents filed by CCI with the Securities and
"IPO Date" means the date on which the registered public offering on
Form S-1 of shares of Class A Common Stock of CCI is consummated.
"LLC Agreement" means the Amended and Restated Limited Liability Company
Agreement for Charter Holdco, effective as of ___________, 1999, by and among
the members listed on Schedule A thereto.
"Membership Units" means units of membership interest issued by Charter
Holdco to its members that entitle the members to the rights set forth in the
"Minimum Amount" means the lesser of (i) Common Stock which is put to
CII for which the Purchase Price under this Agreement is at least $5 million, or
(ii) all Common Stock that is subject to the Holder's (including those held by
its Permitted Transferees) Put Option under this Agreement.
"Permitted Transferee" means and is limited to those persons or entities
to whom Common Stock has been transferred in a "Permitted Transfer" as defined
in that certain Stockholders Agreement dated December 21, 1998 among the Holder,
Allen and the other parties thereto (the "Stockholders Agreement").
"Person" means any individual, corporation, partnership, limited
partnership, limited, liability partnership, limited liability company, trust,
association, organization, or other entity.
2. Put Option.
A. CII hereby grants to the Holder, effective six months after
consummation of the IPO and subject to the terms and conditions set forth
herein, the right and option (the "Put Option"), exercisable from time to time
on one or more occasions but no more frequently than four times each calendar
year by delivery of written notice to CII during the Put Period (as defined in
Section 9), to sell to CII or its designee, all or any portion of the Holder's
Common Stock (which may include Common Stock held by any Permitted Transferee of
such Holder) but not less than the Minimum Amount. Upon the giving of such
notice, subject to Section 5.B, CII shall be obligated to buy or to cause its
designee to buy, and the Holder shall be obligated to sell, the Holder's Common
Stock as to which the Put Option has been exercised, at the price and upon the
terms and conditions specified in Sections 3 and 4.
B. In the event that CII or its designee is for any reason (other than
the Holder's material breach of this Agreement) unwilling or unable to purchase
any Common Stock as to which a Put Option has been exercised, Allen shall be
obligated to buy or to cause his