Print Page  Close Window

SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 


<PAGE>   1
                                                                   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,



<PAGE>   2
1998.

1.3 "EMPLOYMENT AGREEMENT" means, with respect to a Manager, that Manager's
Employment Agreement with Allen or the Company dated as of (i) August 28, 1998,
in the case of Jerald Kent or (ii) approximately the date hereof, in the case of
Barry Babcock and Howard Wood.

1.4 "FAMILY MEMBERS" means the Individual Family Members, a Spousal Trust, and
any other Qualified Subchapter S Trust established for the primary benefit of
one or more individual Family Members or other trust, the principal beneficiary
of which is a Family Member or the Stockholder.

1.5 "INDIVIDUAL FAMILY MEMBERS" means a Stockholder's spouse, issue and
ancestors.

1.6 "PERMITTED TRANSFER" means (a) a Transfer by a Stockholder to a Family
Member, or (b) a Transfer upon the death of a Stockholder to such Stockholder's
estate. Stock received by a Transferee in a Permitted Transfer may not be
subsequently transferred except by another Permitted Transfer.

1.7 "PERMITTED TRANSFEREE" means any person to whom a Stockholder or the Company
proposes to Transfer any interest in Shares or has made a Transfer of any
interest in Shares in a Permitted Transfer.

1.8 "PERSON" means an individual, corporation, partnership, trust,
unincorporated organization or a government, or any agency or political
subdivision thereof.

1.9 "QUALIFIED SUBCHAPTER S TRUST" means any trust that is permitted to hold S
Company stock under the Internal Revenue Code.

1.10 "S COMPANY" has the meaning given in Section 1361 of the Internal Revenue
Code.

1.11 "SHARES" means shares of Common Stock held by or hereafter acquired by the
Stockholders.

1.12 "SPOUSAL TRUST" means a Qualified Subchapter S Trust which meets all of the
following requirements: (a) the trust is irrevocable; (b) the income beneficiary
of the trust is a spouse of an Individual Family Member; (c) the trustees of the
trust who control the Shares as trustees are Individual Family Members; and (d)
upon the death of such spouse, the trust shall be distributed to or continue in
trust primarily for one or more Individual Family Members.

1.13 "STOCKHOLDER" means each of the parties to this Agreement (other than the
Company) and any other Person who becomes a party to or agrees to be bound by
the terms of this Agreement after the date hereof.

1.14 "TRANSFER" means (as a noun) means any sale, transfer, assignment, pledge,


                                      -2-

<PAGE>   3
encumbrance or other disposition, whether voluntary or involuntary, whether by
gift, bequest or otherwise, of any interest in Shares. In the case of a pledge,
the Transfer will be deemed to occur both at the time of the initial pledge and
at any pledgee's sale or a sale by any secured creditor or upon a retention by
the secured creditor of the pledged Shares in complete or partial satisfaction
of the indebtedness for which the Shares are security.
"Transfer" (as a verb) has the correlative meaning.

1.15 "TRANSFEREE" means any person to whom a Stockholder or the Company proposes
to Transfer any interest in Shares or has made a Transfer of any interest in
Shares.

2.      RESTRICTIONS ON TRANSFER.

2.1 General Restrictions on Transfer. Each Manager agrees that such Manager will
not Transfer any Shares now or hereafter at any time owned by such Manager to
the extent prohibited by this Agreement. The Company will not transfer upon its
books any Shares to any Person to the extent prohibited by this Agreement and
any purported transfer in violation hereof will be null and void and of no
effect.

2.2  Right of First Refusal.

        2.2.1 Except for Permitted Transfers, no Manager will Transfer all or
        any portion of his Shares in any manner whatsoever, unless he first
        gives written notice (the "Notice") of the proposed Transfer to Allen.
        The Notice will name the proposed Transferee, specify the type and
        number of Shares to be transferred, the price (as agreed and also, if
        different, stated in U.S. Dollars) to be paid for them, and the other
        material terms of the proposed Transfer. The Notice will also constitute
        an offer to sell the pertinent Shares to Allen on the terms described
        therein. To the extent that the consideration proposed to be paid by any
        transferee involves non-cash consideration, Allen may pay an equivalent
        value in cash should he choose to accept his right of first refusal.

        2.2.2 If, within 30 days following the giving of the Notice, Allen gives
        a written notice (the "ELECTION NOTICE") to the transferring Manager of
        his acceptance of the offer set forth in the Notice, the Manager shall
        sell all, but not less than all of such Shares to Allen.

        2.2.3 Upon expiration of the period for giving of the Election Notice
        (without notice having been given), then all, but not less than all, of
        the Shares included in the Notice may be transferred to the proposed
        Transferee at any time within 90 days following the expiration of that
        period, at a price and on terms no more favorable to the Transferee than
        those specified in the Notice. Any later proposed Transfer may be made
        (if otherwise permissible) only by again following the procedures
        specified in this Section 2.2.

        2.2.4 The closing of any purchase and sale made by Allen, upon exercise
        of his rights under this Section 2.2, will be held within 60 days
        following the giving of the Election Notice, at the then principal
        offices of the Company or such other place as


                                      -3-

<PAGE>   4
        is agreed upon by the parties to that closing. The purchase price in
        such a purchase and sale will be a cash amount equal to the price
        specified in the Notice, paid by certified check, bank draft or wire
        transfer payable to the order of the transferring Manager (or his
        Permitted Transferees), against the transferring Manager's delivery to
        Allen of certificates representing the Shares to be transferred, which
        will be free and clear of all liens and encumbrances and duly endorsed
        for transfer or accompanied by duly executed stock powers.

2.3 Agreement to be Bound. No Transfer of Shares will be effective (and the
Company will not transfer on its books any Shares) unless (a) the certificates
representing such Shares issued to the Transferee bear the legends required by
Section 8.4, and (b) the Transferee has executed and delivered to the Company,
as a condition precedent to such Transfer, an instrument or instruments in form
and substance satisfactory to the Company, confirming that Transferee (and the
Transferee's spouse if such spouse will receive a community property interest in
the Shares) agrees to be bound by the terms of this Agreement (including without
limitation the provisions of Section 2.2 applicable to the Managers); provided,
however, that the condition set forth in clause (a) of this Section 2.3 will not
apply to any sale of Shares to the public pursuant to an effective registration
statement under the Securities Act or, provided such sale is not to an Affiliate
of the Selling Stockholder, pursuant to Rule 144 promulgated under the Act.

2.4 Involuntary Transfers. In the case of any Transfer of title or beneficial
ownership of Shares upon default, foreclosure, forfeit, court order, or
otherwise than by a voluntary decision on the part of a Stockholder, other than
the death of a Stockholder (an "INVOLUNTARY TRANSFER"), such Stockholder will
promptly (but in no event later than 30 days after such Involuntary Transfer)
furnish written notice to the Company indicating that the Involuntary Transfer
has occurred, specifying the name of the person to whom such Shares have been
transferred, giving a detailed description of the circumstances giving rise to,
and stating the legal basis for, the Involuntary Transfer. In the event of any
such Involuntary Transfer, the Company will have the right, exercisable at any
time within 60 days of the date it receives notice of such Involuntary Transfer,
to purchase such Shares for their fair market value as determined under Section
5.4.

3.      TAG ALONG RIGHTS.

3.1 Rights to Participate in Sale. In the event that a Stockholder (the
"PROPOSED Transferor") accepts a bona fide offer pursuant to which Shares are
being sold to any person or persons acting in concert (the "PROPOSED
TRANSFEREE") in a transaction or series of transactions which will result in a
transfer of 25% or more of the outstanding Common Stock (a "TAG ALONG SALE"),
each of the other Stockholders (the "OTHER STOCKHOLDERS") shall have the right
and option to participate (the "TAG ALONG RIGHT"), prior to any such sale by the
Proposed Transferor, in such sale in the manner and to the extent provided in
this Section 3. Upon the acceptance of a bona fide offer by the Proposed
Transferor, the Proposed Transferor shall promptly give notice (the "TAG ALONG
NOTICE") to each of the Other Stockholders of the Tag Along Right, and shall
attach a copy of the bona fide offer. To exercise the Tag Along Right, each of
the Other Stockholders shall deliver written notice to such effect to the
Proposed Transferor and Proposed Transferee within 10 days next



                                      -4-

<PAGE>   5
following receipt by the Other Stockholders, as the case may be, of notice of
the Tag Along Right.

3.2 Shares Covered. If any Stockholder exercises his Tag Along Right under this
Section 3, he shall be entitled to cause to be included in such sale up to the
number of Shares held by him multiplied by a fraction the numerator of which
equals the total number of shares being sold in such sale and the denominator of
which equals the total number of shares of Common Stock outstanding. The
purchase price for each Share subject to Tag Along Sale, and all other terms of
such sale (including representations, warranties and indemnity obligations on a
pro rata basis), shall be the same as are applicable to the Proposed Transferor.

3.3 Delivery of Certificates. On the closing date of Tag-Along Sale each
Stockholder who has exercised its Tag Along Right shall deliver a certificate or
certificates for all of its Shares being transferred, duly endorsed for transfer
with signatures guaranteed, to the Proposed Transferee in the manner and at the
address indicated in the Tag-Along Notice in exchange for payment of the
purchase price for such Shares.

3.4  Exempt Transfers.  The provisions of this Section 3 will not apply:

        3.4.1 to any sale or other disposition for value to any Permitted
        Transferee or other Affiliate of Allen; or

        3.4.2 to any sale of Shares by Allen (or an Affiliate) to the public
        pursuant to an effective registration statement under the Securities Act
        or pursuant to Rule 144.

4.      DRAG-ALONG SALES.

4.1 Right to Require Sale. In the event that Allen and/or his Affiliates accept
a bona fide offer pursuant to which Shares are being sold to a Proposed
Transferee and as a result of such sale (after giving effect to the inclusion of
the other Stockholders' Shares as required under this Section 4) the Proposed
Transferee would own fifty percent (50%) or more of the outstanding Common Stock
(any such transaction, a "DRAG-ALONG SALE"), then each other Stockholder hereby
agrees to sell to such Proposed Transferee, upon the demand of Allen, the same
percentage of the total number of Shares held by such Stockholder on the date of
the notice of the Drag-Along Sale as the number of Shares that Allen is
proposing to sell in the Drag-Along Sale represent out of the total Shares owned
by Allen on a fully diluted basis as of the date of the Drag-Along Notice at the
same price and on the same terms and conditions (including representations,
warranties and indemnity obligations on a pro rata basis) as Allen has agreed
with such Third Party. Allen shall make such demand by written notice (the "Drag
Along Notice) to the other Stockholders not less that 10 days prior to the
closing of the Drag Along Sale.

4.2 Delivery of Certificates. On the closing date of the Drag-Along Sale
specified in the Drag Along Notice, each other Stockholder will deliver a
certificate or certificates for the Shares subject to the Drag Along Sale, duly
endorsed for transfer with signatures guaranteed, to the Proposed Transferee in
the manner and at the address indicated in the


                                      -5-

<PAGE>   6
Drag Along Notice in exchange for payment of the purchase price for such Shares.

5.      PUT AND CALL RIGHTS.

5.1 Death and Disability. Upon the death or disability (a "Sale Event") of any
of Babcock, Kent or Wood, then Babcock, Kent or Wood, as applicable, or his
personal representative (such personal representative also being hereinafter
referred to as a "Stockholder"), shall be obligated to sell, and the Company
shall be obligated to buy, all of the Shares owned at the time of the Sale Event
by such Stockholder (and his related transferees, if any) at their fair market
value as set forth in Section 5.4 hereof. If the Company shall be unable or fail
for any reason (including, without limitation, by reason of legal or contractual
restrictions) to purchase all of the shares of Babcock, Kent and Wood, as
applicable, then Allen shall be obligated to purchase such shares which the
Company is unable or fails to purchase.

5.2 Termination of Employment. Upon the termination of Kent as Chief Executive
Officer of the Company for any reason whatsoever, including, but not limited to
death, disability or termination of employment by the Company, each of Kent,
Babcock or Wood shall have the right to sell to the Company, and the Company
shall have the obligation to purchase from each of them exercising such right,
all, but not less than all, of their respective Shares (and their related
transferees, if any) at their fair market value as set forth in Section 5.4
hereof, provided that if Kent's employment shall have terminated due to his
voluntary resignation without "Good Reason" or he shall have been terminated by
the company for "Cause" (as such terms are defined in his Employment Agreement)
or if he shall not agree to the continuation of his employment with the Employer
under his Employment Agreement, then the Company (or, at his election, Allen)
shall have the right to purchase, and each of Kent, Babcock or Wood shall have
the obligation to sell to the Company, all, but not less than all, of their
respective Shares (and their Permitted Transferees, if any) at fair market value
as set forth in Section 5.4 hereof. Any party wishing to exercise its rights
under this Section 5.2 shall do so by written notice to be delivered within 60
days following such termination, and such rights shall terminate upon expiration
of such 60 day period in the absence of such a notice. If the Company shall be
unable or fail for any reason (including, without limitation, by reason of legal
or contractual restrictions) to purchase all of such shares where required to do
so hereunder, then Allen shall be obligated to purchase such shares which the
Company is unable or fails to purchase.

5.3 Merger or Consolidation of the Company. In the event that the Company merges
or consolidates with or into another person or entity, the Managers will have
the right to sell to Allen, and Allen will have the obligation to purchase from
the Managers, all, but not less than all, of the Shares owned by them at their
fair market value as set forth in Section 5.4; provided, however, that this
Section 5.3 shall not apply to (i) any merger or consolidation following which
each of the Stockholders holds approximately the same proportionate interest in
the surviving entity as they held in the Company prior to such merger or
consolidation or (ii) a merger or consolidation with Marcus Cable Properties,
Inc. or any of its Affiliates.

5.4 Appraisal. The put price or the call price, as the case may be, shall be the
fair market value of the Stockholders' Shares on a fully diluted basis (treating
any stock appreciation


                                      -6-

<PAGE>   7
rights or equivalent rights as equity equivalents) as of the anticipated
purchase date by the Company pursuant to Sections 5.1 or 5.2, or the date of the
merger or consolidation of the Company pursuant to Section 5.3, as the case may
be (determined with no discount for minority interests, lack of marketability,
existence of rights of first refusal or other restrictions on transfer, blocking
rights, or lack of voting rights, and shall be determined by two nationally
recognized appraisal or investment banking firms with experience in appraising
companies in the cable television industry (each, an "Appraisal Firm"), one
selected by the Stockholder disposing of such shares, and one selected by the
Company. The Stockholders and the Company shall promptly notify each other of
their selections of Appraisal Firms within thirty (30) days of the Stockholders'
exercise of their put right or the Company's exercise of its call right. The
Appraisal Firms selected in accordance with the foregoing procedure shall submit
their determination of the put price or the call price, as the case may be, to
the Company and the Stockholders within (20) twenty days following the selection
of the second of such Appraisal Firms. The two Appraisal Firms shall endeavor in
good faith to reach agreement on the put price or the call price, as the case
may be, within such 20-day period. If the two Appraisal Firms so selected are
unable to agree upon a put price or a call price, as the case may be, within
such 20-day period, they shall jointly select a third Appraisal Firm which shall
determine the put price or the call price, as the case may be (which price shall
be between the prices initially determined by the initial two Appraisal Firms),
and which determination shall be final and binding. The costs of such appraisals
shall be borne by the Company.

6.      REPRESENTATIONS AND WARRANTIES.

6.1 Representations and Warranties of the Company. The Company represents and
warrants to the Stockholders as follows:

        6.1.1 Organization. It is a corporation duly organized and validly
        existing under the laws of the State of Delaware;

        6.1.2 Authority. It has full corporate power and authority to execute,
        deliver and perform this Agreement and to consummate the transactions
        contemplated hereby;

        6.1.3 Binding Obligation. The execution, delivery and performance of
        this Agreement by it and the consummation by it of the transactions
        contemplated hereby have been duly and validly authorized by all
        necessary corporate action on its part, and this Agreement thereby
        constitutes its binding obligation, enforceable against it in accordance
        with its terms, except (a) as such enforcement may be subject to
        bankruptcy, insolvency or similar laws now or hereafter in effect
        relating to creditors rights generally; and (b) as the remedy of
        specific performance and injunctive and other forms of equitable relief
        may be subject to equitable defenses and to the discretion of the court
        before which any proceeding therefor may be brought; and

        6.1.4 No Conflict. The execution, delivery and performance of this
        Agreement by it and the consummation by it of the transactions
        contemplated hereby will not, with or without the giving of notice or
        the lapse of time, or both, (a) violate any provision of law, statute,
        rule or regulation to which it is subject, (b) violate any order,


                                      -7-

<PAGE>   8
        judgment or decree applicable to it, or (c) conflict with, or result in
        a breach or default under, any term or condition of its certificate of
        incorporation or its bylaws or any material agreement or other material
        instrument to which it is a party or by which it or its property is
        bound.

6.2 Representations and Warranties of the Stockholders. Each of the Stockholders
represents and warrants to each other and to the Company as follows:

        6.2.1 Capacity. He has full legal capacity to execute, deliver and
        perform this Agreement and to consummate the transactions contemplated
        hereby;

        6.2.2 No Conflict. The execution, delivery and performance of this
        Agreement by him and the consummation by him of the transactions
        contemplated hereby will not, with or without the giving of notice or
        the lapse of time, or both, (a) violate any provision of law, statute,
        rule or regulation to which he is subject, (b) violate any order,
        judgment or decree applicable to him, or (c) conflict with, or result in
        a breach or default under, any term or condition of any material
        agreement or other material instrument to which he is a party or by
        which he or his property is bound, the effect of any of which could
        prevent such Stockholder from fulfilling his obligations hereunder.

7.      TERM. THIS AGREEMENT SHALL TERMINATE AS FOLLOWS:

7.1 Upon the agreement of the Company and each of the Stockholders; and

7.2 Upon the effectiveness of a Registration Statement on Form S-1 or its then
equivalent under the Securities Act of 1933, as amended, covering the common
stock of the Company.

8.      GENERAL.

8.1 Recapitalization, Exchanges, etc. Affecting the Common Stock. The provisions
of this Agreement will apply to the full extent set forth herein with respect to
(a) the Shares and any option, right or warrant to acquire Shares, and (b) any
and all shares of capital stock of the Company or any successor or assign of the
Company (whether by merger, consolidation, sale of assets or otherwise) which
may be issued in respect of, in exchange for, or in substitution for the Shares,
by combination, recapitalization, reclassification, merger, consolidation or
otherwise and the terms "Shares" and "Common Stock" will include all such other
securities.

8.2 Injunctive Relief. It is hereby agreed and acknowledged that it will be
impossible to measure in money the damages that would be suffered if the parties
fail to comply with any of the obligations herein imposed on them and that, in
the event of any such failure, an aggrieved person will be irreparably damaged
and will not have an adequate remedy at law. Any such person will, therefore, be
entitled to injunctive relief, including specific performance, to enforce such
obligations, without the posting of any bond and if any action should be brought
in equity to enforce any of the provisions of this Agreement, none of the
parties will raise the defense that there is an adequate remedy at law.


                                      -8-

<PAGE>   9
8.3 Notices. Any and all notices, demands, or other communications required or
permitted hereunder will be in writing and will be made by hand delivery (deemed
given upon receipt), next day air courier (deemed given on such next day), or
telecopy (deemed given on confirmed transmission), with written confirmation by
first class mail (deemed given at the time and date shown on the confirmation),
addressed to a Stockholder and the Company at the address set forth for such
Stockholder on the signature pages hereto. Any party may change its address for
notice by notice given to each Stockholder and the Company in accordance with
the foregoing. No objection may be made to the method of delivering of any
notice actually and timely received.

8.4 Legend. In addition to any other legend which may be required by applicable
law, each share certificate which is subject to this Agreement will have
endorsed, to the extent appropriate, upon its face the following words:

        THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
        SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED,
        SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR
        OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT
        WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR
        APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION
        UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE
        DISPOSITION OF SECURITIES.

        IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
        OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED
        OR OTHERWISE DISPOSED OF ("TRANSFERRED") TO THE EXTENT SUCH TRANSFER
        WOULD CAUSE CHARTER COMMUNICATIONS, INC. TO LOSE ITS STATUS AS AN S
        CORPORATION (IF IT IS THEN AN S CORPORATION) AS DEFINED IN SECTION 1361
        OF THE INTERNAL REVENUE CODE OR ANY REPLACEMENT PROVISION AND ANY
        PURPORTED TRANSFER TO THE CONTRARY SHALL BE VOID AB INITIO.

        IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
        TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
        OF UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF A STOCKHOLDERS
        AGREEMENT DATED AS OF DECEMBER 21, 1998 (THE "STOCKHOLDERS AGREEMENT"),
        A COPY OF WHICH IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL OFFICE
        OF THE COMPANY. NO TRANSFER OF THE SECURITIES WILL BE MADE ON THE BOOKS
        OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE
        TERMS OF SUCH STOCKHOLDERS AGREEMENT.

        The Company will remove the legend, all or in part, to the extent no
longer appropriate.


                                      -9-

<PAGE>   10
8.5 Transferees Bound. All Shares owned by a Transferee will for all purposes be
subject to the terms of this Agreement, whether or not such Transferee has
executed a consent to be bound by this Agreement. In the case of a
hypothecation, the Transfer will be deemed to occur both at the time of the
initial pledge and at any pledgee's sale or a sale by any secured creditor or a
retention by the secured creditor of the pledged Shares in complete or partial
satisfaction of the obligation for which the Shares is security. The foregoing
will not apply in the case of any Shares acquired by a Transferee pursuant to a
sale of Shares to the public pursuant to an effective registration statement
under the Securities Act or, except for sales to an Affiliate of the selling
Stockholders, pursuant to Rule 144(k) promulgated under the Act.

8.6 Construction. Throughout this Agreement, as the context requires, (a) the
singular tense and number includes the plural, and the plural tense and number
includes the singular; (b) the past tense includes the present, and the present
tense includes the past; and (c) references to parties mean the parties to this
Agreement. The section headings in this Agreement are inserted only as a matter
of convenience, and in no way define, limit, extend, or interpret the scope of
this Agreement or of any particular section.

8.7 Assignment. None of the parties may assign their rights under this Agreement
without the prior written consent of the other parties. This Agreement will be
binding on and inure to the benefit of the parties and their respective
successors and permitted assigns.

8.8 No Third-Party Benefits. None of the provisions of this Agreement are
intended to benefit, or to be enforceable by, any third-party beneficiaries.

8.9 Governing Law. This Agreement is governed by the laws of the State of
Delaware, without regard to Delaware's rules relating to conflict of laws.

8.10 Amendment and Waiver. This Agreement may not be modified or amended except
by an instrument in writing signed by all of the parties. No waiver of any
provision of this Agreement or of any rights or obligations of any party under
this Agreement will be effective unless in writing and signed by the party or
parties waiving compliance, and will be effective only in the specific instance
and for the specific purpose stated in that writing.

8.11 Counterparts. This Agreement may be executed in one or more counterparts,
each of which will be deemed an original, but all of which together will
constitute one and the same instrument.

8.12 Additional Documents. Each party hereto agrees to execute any and all
further documents and writings and to perform such other actions which may be or
become necessary or expedient to effectuate and carry out this Agreement.

8.13 Severability. In case any one or more of the provisions contained in this
Agreement is, for any reason, be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability will not affect any
other provisions of this Agreement, and this Agreement will be construed as if
such invalid, illegal or unenforceable provision had never been contained
herein; provided, however, that the parties hereto will use their best efforts
to find and employ an alternative means to achieve the same or substantially the
same result as


                                      -10-

<PAGE>   11
that contemplated by such invalid, illegal or unenforceable term, provision,
covenant, or restriction.

8.14 Integration. This Agreement and any documents specifically referred to in
it, or executed contemporaneously with it in connection with the same
transaction or series of transactions, constitute the parties' entire agreement
with respect to its subject matter and supersede all agreements,
representations, warranties, statements, promises and understandings, whether
oral or written, with respect to that subject matter.


                                      -11-


<PAGE>   12
                    SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT


        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first set forth above.


Charter Communications, Inc.

By: /s/
   ----------------------------------------
        Name:
        Title:

STOCKHOLDERS:

/s/
-------------------------------------------
Paul G. Allen (by William D. Savoy, Attorney-in-Fact)

Address for Notices:  c/o Vulcan Ventures
                      110 110th Street, N.E., Suite 550
                      Bellevue, Washington  98004


/s/
-------------------------------------------
Howard L. Wood

Address for Notices:  c/o Charter Communications, Inc.
                      12444 Powerscourt Drive, Suite 400
                      St. Louis, Missouri  63131


/s/
-------------------------------------------
Barry L. Babcock

Address for Notices:  c/o Charter Communications, Inc.
                      12444 Powerscourt Drive, Suite 400
                      St. Louis, Missouri  63131


/s/
-------------------------------------------
Jerald L. Kent

Address for Notices:  c/o Charter Communications, Inc.
                      12444 Powerscourt Drive, Suite 400
                      St. Louis, Missouri  63131


                                      -12-