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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
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intended recipient's failure to advise the sending party of a change in the
intended recipient's address or telecopy number.

               10.4 No Third-Party Benefits. None of the provisions of this
Agreement shall be for the benefit of, or enforceable by, any person or entity
that is not a party to this Agreement, other than any Permitted Transferees of
the Holder.

               10.5 Waivers Strictly Construed. With regard to any power, remedy
or right provided herein or otherwise available to any party hereunder (a) no
waiver or extension of time shall be effective unless expressly contained in a
writing signed by the waiving party; and (b) no alternation, modification or
impairment shall be implied by reason of any previous waiver, extension of time,
delay or omission in exercise or other indulgence.

               10.6 Severability. The validity, legality or enforceability of
the remainder of this Agreement shall not be affected even if one or more of the
provisions of this Agreement shall be held to be invalid, illegal or
unenforceable in any respect.

               10.7 Undertakings. All authority herein conferred or agreed to be
conferred upon a party to this Agreement and all agreements of a party contained
herein shall survive the death or incapacity of such party (or any of them).

               10.8 Successors and Assigns. Except as provided herein to the
contrary, this Agreement shall be binding upon and shall inure to the benefit of
the parties, their respective heirs, estates, personal representatives,
conservators, successors and permitted assigns.

               10.9   Assignments.

                      (a) The Holder and any Permitted Transferee may transfer
some or all of its Issued Units to any of the following persons or entities
(each such person or entity, a "Permitted Transferee"), and the Permitted
Transferee shall thereupon have the rights provided in this Agreement:

                             (i) any person or entity that was among the
"Investors" who were party to that certain Contribution Agreement, dated as of
September 14, 1999, among such Investors, Charter Communications Operating, LLC,
Charter Communications Holding Company, LLC, and Paul Allen;

                             (ii) any person or entity that, directly or
indirectly, through the ownership of voting securities, controls, is controlled
by, or is commonly controlled with the Holder;

                             (iii) a trust for the benefit of the equity owners
of the Holder and of which the trustee or trustees are one or more persons or
entities that either control, or are commonly controlled with, the Holder or are
banks, trust companies, or similar entities;

                             (iv) any person or entity for which the Holder is
acting as nominee or any trust controlled by or under common control with such
person or entity;