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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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                                                                   EXHIBIT 10.13
                             STOCKHOLDERS AGREEMENT
                         DATED AS OF DECEMBER 21, 1998

                                      AMONG

                                BARRY L. BABCOCK,
                                 JERALD L. KENT,
                                 HOWARD L. WOOD,

                                       AND

                                  PAUL G. ALLEN




        THIS STOCKHOLDERS AGREEMENT (the "AGREEMENT") is entered into as of
December 21, 1998, by and among Paul G. Allen ("ALLEN"); Barry L. Babcock,
Jerald L. Kent ("KENT"), and Howard L. Wood (Messrs. Babcock, Kent and Wood,
collectively, the "MANAGERS"); and Charter Communications, Inc., a Delaware
corporation.

                                    RECITALS

        A. Concurrently with the execution of this Agreement, Allen has acquired
shares of common stock, par value $0.01 per share, of the Company (the "COMMON
STOCK") and it is anticipated he may acquire additional shares of Common Stock.

        B. The Company and each of the Stockholders desire, for their mutual
benefit and protection, to enter into this Agreement to set forth their
respective rights and obligations with respect to their Shares (whether issued
or acquired hereafter).

        NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


1.      DEFINITIONS. For purposes of this Agreement, the following terms are
        defined as provided:

1.1 "AFFILIATE" means, with respect to any
 Person, any other Person directly or
indirectly controlling, controlled by, or under common control with such Person;
provided, however, that no Stockholder will be deemed an affiliate of any other
Stockholder solely by reason of any investment in the Company.

1.2 "COMPANY" means Charter Communications Inc. ("CCI") and, after giving effect
to a restructuring of CCI, Marcus Cable Properties, Inc., Vulcan Cable, Inc. and
Vulcan Cable II, Inc., shall also mean the parent entities resulting from the
restructuring and any Affiliate thereof from whom stock options or other equity
interests have been granted to employees pursuant to Section 7 of Kent's
Employment Agreement with Allen dated as of August 28,