0001015402-98-000267 Sample Contracts

January 19, 1998
Charter Communications International Inc /Tx/ • August 10th, 1998 • Blank checks

This letter shall set forth our mutual understanding and agreement with regard to the 75,000 shares of Charter Communications International, Inc. ("Charter") common stock (the "Stock") received by Connecticut Bank of Commerce (the "Bank") as additional compensation for the lease financing and receivable purchase facility described below provided or to be provided by the Bank in the future.

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January 14, 1998
Charter Communications International Inc /Tx/ • August 10th, 1998 • Blank checks

This letter shall set forth our mutual understanding and agreement with regard to the 375,000 shares of Charter Communications International, Inc. ("Charter") common stock (the "Stock") received by Equity Merchant Banking Corporation, L.C. ("EMBC") as compensation for certain investment banking services provided, or to be provided in the future, to Charter. EMBC has agreed not to sell any of the Charter Stock for a period of six months (i.e., June 30, 1998). In consideration of the foregoing, Charter has agreed to guarantee the market value (the "Market Value") of the Stock held by EMBC as of June 30, 1998 at $2.33 per share or an aggregate of $873,750.00 (the "Minimum Valuation Threshold"). In addition, the EMBC shall have demand registration rights covering the Stock (as well as any additional shares of common stock to be issued pursuant to this letter agreement). EMBC will pay all physical costs of the registration of the Stock. Charter shall pay any unusual or out-of the ordinary a

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