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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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          to the estate, heirs, or legatees of such Stockholder upon such
          Stockholder's death; (ii) to or for the benefit of any member of such
          Stockholder's family or to any Person controlled by such Stockholder
          or one or more members of such Stockholder's family; or (E) to any
          charitable foundation, charitable trust, or similar entity.

                  (b) Notwithstanding Section 8.6(a), no Stockholder may assign
         any of its rights under this Agreement to any Person to whom such
         Stockholder transfers any Registrable Securities unless the transfer of
         such Registrable Securities did not require registration under the
         Securities Act.

                  (c) The nature and extent of any rights assigned shall be as
         agreed to between the assigning party and the assignee. No Person may
         be assigned any rights under this Agreement unless Charter is given
         written notice by the assigning party at the time of such assignment
         stating the name and address of the assignee, identifying the
         securities of Charter as to which the rights in question are being
         assigned, and providing a detailed description of the nature and extent
         of the rights that are being assigned. Any assignee hereunder shall
         receive such assigned rights subject to all the terms and conditions of
         this Agreement, including the provisions of this Section 8.6. Subject
         to the foregoing, this Agreement shall be binding upon and inure to the
         benefit of the parties hereto and their respective successors and

         8.7 Binding Agreement; No Third Party Beneficiaries. This Agreement
will be binding upon and inure to the benefit of the parties hereto and their
successors and permitted assigns. Except as set forth herein and by operation of
law, no party to this Agreement may assign or delegate all or any portion of its
rights, obligations, or liabilities under this Agreement without the prior
written consent of each other party to this Agreement.

                            [Signature page follows.]