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PURCHASE AND CONTRIBUTION AGREEMENT <br />DATED AS OF MAY 26,1999 <br />BY AND AMONG CHARTER COMMUNICATIONS, INC., <br />FALCON COMMUNICATIONS, L.P., FALCON HOLDING GROUP, L.P., TCI <br />FALCON HOLDINGS, LLC, FALCON CABLE TRUST, <br />FALCON HOLDING GROUP, INC., <br />AND DHN INC. <br />INDEX <br />Description <br />TAh <br />_ <br />Purchase Agreement dated as of May 26, 1999 <br />1 <br />Disclosure Schedules to the Purchase Agreement <br />2 <br />Exhibit A—Adjustment Escrow Agreement <br />3 <br />Exhibit B—Put Agreement <br />4 <br />Exhibit C—Registration Rights Agreement <br />5 <br />Exhibit D—Terms of Charter LLC Operating Agreement <br />6 <br />Exhibit E—Terms of Exchange Agreement <br />7 _ <br />Exhibit F—Form of Allocation Notice <br />S <br />Exhibit O—Form of Opinions of Counsel to Falcon and Sellers 9 <br />Exhibit H—Fora of Seller Release 10 <br />Exhibit I—Farm of Opinion of Counsel to Buyer 11 <br />11makl <br />