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SEC Filings

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an Initial Public Offering, the average of the highest and lowest quoted selling
prices on the principal national securities exchange on which the common stock
of the Public Company is listed or admitted to trading, or, if not listed or
admitted to trading on any national securities exchange, as reported by the
NASDAQ Stock Market's National Market, on the day in question.

         "Trigger Event" means the termination of Optionee's employment with the
Company or any of its Affiliates, whether by reason of the Optionee's permanent
disability, death, discharge, or otherwise (including any expiration of the
Employment Agreement in accordance with its terms).

         12. MISCELLANEOUS.

                  (a) NO EMPLOYMENT RIGHTS. Nothing in this Agreement shall
confer upon Optionee the right to continue in the employ or service of the
Company or its Affiliates.

                  (b) BINDING EFFECT. The Agreement shall be binding upon the
successors and permitted assigns of the Company and Optionee.

                  (c) HEADINGS. Headings of the Sections hereof are inserted for
convenience and reference and constitute no part of the Agreement.

                  (d) RIGHTS AS MEMBER. Optionee or any transferee of this
Option, or any portion thereof, shall have no rights as a Member with respect to
any Membership Interests subject to this Option prior to the purchase of such
Membership Interests by exercise of such Option as provided herein and, after
the occurrence of an Initial Public Offering, unless and until a certificate or
certificates representing shares of common stock shall have been actually issued
and delivered to Optionee.

                  (e) APPLICABLE LAW. This Agreement shall be interpreted,
administered and otherwise subject to the laws of the state of Delaware, without
giving effect to the conflicts of laws provisions thereof.

                                            CHARTER COMMUNICATIONS HOLDINGS, LLC

                                            By:   /s/ Curtis S. Shaw
                                            Its:  Senior Vice President,
                                                  General Counsel and Secretary


                                            By:   /s/ Jerald L. Kent
                                            Name:   Jerald L. Kent