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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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which is binding on him, and will not result in the creation of any lien on, or
security interest in, any of his assets (other than such violations, breaches,
defaults, liens or security interests that would not materially and adversely
affect his ability to perform his obligations under this Agreement).

9.  Put Period.

        A. The "Put Period" shall begin six months after consummation of the IPO
and shall continue until the earlier of (x) the date specified in Section 5.A or
5.B, and (y) the date on which Allen no longer owns a majority of the
outstanding shares of voting stock of CII.

        B. Upon termination of the Put Period as to a given Holder, this Put
Option and all rights hereunder (other than rights associated with the proper
exercise of the Put Option during the Put Period) shall immediately terminate as
to both such Holder and any of his Permitted Transferees.

        C. The Put Option shall terminate as to any Common Stock on the date on
which such Common Stock is first attempted to be transferred by the Holder to a
person or entity that is not a Permitted Transferee.

10. Waiver Relative to RCN. The Holder, on behalf of all of his Permitted
Transferees, and in their capacity as stockholders of CII hereby irrevocably
waive any rights, if any, that any of them has, may have or may have had
relative to the pending investment by an affiliate of Allen in convertible
preferred stock of RCN or in any subsequent investment by Allen or any of such
affiliates in RCN. The Holders further consents to the execution by CII of an
express waiver of any right that CII might have, directly or as a stockholder of
CCI, or as a holder of Membership Units in Charter Holdco, with respect to the
aforesaid investment in RCN by an affiliate of Allen and consent to Allen and
such affiliate consummating such investment and any future investment in RCN.