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         (e) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
personal representatives and permitted assigns. The Company acknowledges that
Buyer may assign its rights but not its obligations under this Agreement to any 
entity that Buyer owns all of the outstanding equity interests in.

         (f) Costs of Enforcement. If any party to this Agreement seeks to
enforce its rights under this Agreement by legal proceedings or otherwise, or
seeks a declaration of any rights or obligations under this Agreement, the
non-prevailing party shall pay all costs and expenses incurred by the prevailing
party, including, without limitation, all legal fees and expenses.

         (g) Entire Agreement. This Agreement constitutes and contains the
entire agreement of the parties with respect to the transactions contemplated by
this Agreement and supersedes all prior or contemporaneous negotiations,
correspondence, arrangements, letters of intent, understandings and agreements
relating to the substance thereof.

         (h) Notices. Any notice or delivery that any party hereto is required
or desires to give hereunder to any other party shall be in writing and may be
given by hand delivery or by nationally recognized overnight courier or by
mailing the same to the other party at the address set forth below (or to such
other address as may have theretofore been substituted therefor by written
notice to the other party hereto given as herein provided) by certified or
registered United States mail, postage prepaid or by confirmed telecopy. Notices
and deliveries shall be deemed given as follows: when sent, if sent by telecopy
with delivery confirmed; when delivered and receipted for (or upon the date of
attempted delivery where delivery is refused), if hand delivered or delivered by
nationally recognized overnight courier; or when receipted for (or upon the date
of attempted delivery where delivery is refused or a properly addressed and
mailed notice is returned as undeliverable or unclaimed), if sent by certified
or registered mail. Whenever under the terms hereof the time for giving a notice
or performing an act fails on a Saturday, Sunday or holiday, such time shall be
extended to the next business day. For the purpose of this Agreement the
addresses of the parties hereto shall be as follows until changed in accordance
with the terms hereof:

         If to the COMPANY:

                  Charter Communications Holding Company LLC
                  12444 Powerscourt Drive, Suite 400
                  St. Louis, MO 63131

                  Attn: Jerald L. Kent, President and Chief Executive Officer

         If to BUYER:

                  Paul G. Allen
                  110th Avenue N.E., Suite 550
                  Bellevue, WA  98004