Charter Communications, Inc.
12444 Powerscourt Drive
St. Louis, Missouri 63131-3660
May 25, 1999
Mr. Marc Nathanson
Falcon Cable TV
10900 Wilshire Boulevard
Los Angeles, California 90067
This letter sets forth our agreement relating to certain matters
pertaining to you in connection with the Purchase Agreement dated as of May 25,
1999 by and among Charter Communications, Inc. ("Charter"), Falcon
Communications, L.P., TCI Falcon Holdings, LLC, Falcon Cable Trust and Falcon
Holding Group, Inc. (the "Purchase Agreement").
1. Upon consummation of the Purchase Agreement, and until consummation
of the initial public offering referred to below, subject to the terms and
conditions set forth herein, you will be appointed as a Vice-Chairman of
Charter. In such position, which is a non-executive position, it is understood
that you will render such services and such time as you deem reasonably
necessary; we understand and agree that in such position you will not be
required to devote any specific amount of time and we further understand and
agree that you may participate in such other business, governmental or
charitable enterprises as you may determine. Charter will reimburse you for your
out-of-pocket expenditures (including first-class travel) incurred in connection
with fulfilling your duties in your position as Vice-Chairman.
2. Upon consummation of an initial public offering of Charter (or an
affiliate thereof), you will be appointed to the Board of Directors of the
public entity and continue as Vice Chairman of Charter and will be entitled to
the rights and benefits provided to other inside directors of such public
entity, including without limitation, reimbursements for attending meetings. In
such position, it is understood that you will render such services and such time
as you deem reasonably necessary, we understand and
agree that in such position you will not be required to devote any specific
amount of time and we further understand and agree that you may participate in
such other business, governmental or charitable enterprises as you may
3. As either Vice-Chairman of Charter or a member of the Board of
Directors of the public entity, you will receive the same indemnification
protections and benefit of D&O insurance provided to other officers and
directors of Charter and such public entity, as applicable.
4. For the first three years following consummation of the Purchase
Agreement, Charter agrees that (i) it will pay you $125,000 per year, from which
you will pay for any secretarial or administrative support staff you will need;
and (ii) at its expense, it will continue to rent for your use (and use by
Charter from time to time) the existing Falcon eighth floor space located at
10900 Wilshire Boulevard, Los Angeles, California for the shorter of (A) the
remainder of its current term; and (B) an event contemplated by Section 5 below;
provided that you will reimburse Charter for one half of the rent for such
space, for the three year period.
5. You and we agree that (i) you may resign as Vice-Chairman or
director at any time and (ii) we may remove you as Vice-Chairman or director at
any time after three years from the date of your appointment, or in the event
you no longer own equity in Charter or its affiliates.
If the foregoing correctly reflects our agreement regarding the above,
please sign a counterpart copy of this letter.
Very truly yours,
Charter Communications, Inc.
By: /s/ JERALD L. KENT
Name: Jerald L. Kent
Title: President, Chief Operating
Officer and Director
/s/ MARC NATHANSON