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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
Entire Document
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            12444 Powerscourt Drive
            St. Louis, Missouri 63131
            Attention:  Curtis S. Shaw, Esq.
            Senior Vice President & General Counsel
            Telecopy:  (314) 965-8793

            and to:

            Irell & Manella LLP
            1800 Avenue of the Stars
            Suite 900
            Los Angeles, California 90067
            Attention:  Alvin G. Segel, Esq.
            Telecopy:  (310) 203-7199

      5.2. Construction. Throughout this Agreement, as the context requires, (a)
the singular tense and number includes the plural, and the plural tense and
number includes the singular; (b) the past tense includes the present, and the
present tense includes the past; and (c) references to parties, sections,
schedules, and exhibits mean the parties, sections, schedules, and exhibits of
and to this Agreement. The section headings in this Agreement are inserted only
as a matter of convenience, and in no way define, limit, extend, or interpret
the scope of this Agreement or of any particular section. If there is any
apparent conflict or inconsistency between the provisions set forth in this
Agreement, and the provisions set forth in any schedule or exhibit, to the
extent possible such provisions shall be interpreted in a manner so as to make
them consistent. If it is not possible to interpret such provisions
consistently, the provisions set forth in the body of this Agreement shall

      5.3. Assignment. None of the parties may assign their rights under this
Agreement without the prior written consent of the other parties; provided,
however, that CCI may assign its rights, benefits or obligations under this
Agreement to one or more entities controlled by or affiliated with them, without
the prior consent of any other party hereto. This Agreement shall be binding on
and inure to the benefit of the parties and their respective successors and
permitted assigns.

      5.4. No Third-Party Benefits. None of the provisions of this Agreement are
intended to benefit, or to be enforceable by, any third-party beneficiaries.

      5.5. Governing Law. This Agreement is governed by the laws of the State of
Delaware, without regard to Delaware's rules relating to conflict of laws.

      5.6. Amendment and Waiver. This Agreement may not be modified or amended
except by an instrument in writing signed by CCI and Holder; provided, however,
that R&A Management, LLC (acting as agent for Holder under the terms of the
Purchase Agreements) shall have the right to consent to an amendment to this
Agreement on behalf of Holder so long as (i) such amendment does not adversely
and discriminatorily affect the Exchanging Group, and (ii) a
majority-in-interest (based on Class A Preferred Units being exchanged) of all
Persons comprising the Exchanging Group consent to such amendment. No waiver of
any provision of this Agreement or of any rights or obligations of any party
under this