REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of
__________, is entered into by and among Charter Communications, Inc., a
Delaware corporation ("Charter") and the stockholders listed on the signature
pages hereto (the "Holders").
Pursuant to the Contribution Agreement, dated as of September 14, 1999,
by and among Charter Communications Holding Company ("Charter Holdco"), LLC,
Paul G. Allen, Charter and the Holders, as amended by the First Amendment to
Contribution dated as of November __, 1999 (as amended, the "Contribution
Agreement"), each Holder has exchanged certain Class A Preferred Units in
Charter Holdco for shares of Common Stock (as hereinafter defined). Capitalized
terms not otherwise defined herein shall have the meaning set forth in the
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement and covenants hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Certain Definitions.
1.1 Terms Defined in this Section. For purposes of this Agreement,
the following terms have the following meanings:
"Business Day" means any day other than a Saturday, Sunday, or other
day on which commercial banking institutions in New York, New York are required
or authorized by law to remain closed.
"Charter Indemnified Parties" means Charter, its officers, directors,
employees, and agents, and each Person, if any, who controls Charter within the
meaning of either the Securities Act or the Exchange Act, and the officers,
directors, employees, and agents of the foregoing parties.
"Class A Preferred Units" has the meaning ascribed to that term in the
"Common Stock" means the Class A Common Stock, par value $.001 per
share, of Charter and any securities into or for which such securities are
converted or exchanged by Charter.
"Exchange Act" means the Securities Exchange Act of 1934, or any
successor federal statute, and the rules and regulations of the SEC promulgated
thereunder, in each case as amended from time to time.
"Indemnified Party" means a Person claiming a right to indemnification
pursuant to Section 5 of this Agreement.