exhibit.htm


    UNITED
STATES BANKRUPTCY COURT

    SOUTHERN
DISTRICT OF NEW YORK

     

    
      
        	 
      	
                )

              	 
      
	
                In
      re:

              	
                )

              	
                 Chapter
      11

              
	 
      	
                )

              	 
      
	
                CHARTER
      COMMUNICATIONS, INC., et al.,

              	
                )

              	
                 Case
      No. 09-11435 (JMP)

              
	 
      	
                )

              	 
      
	
                Debtors.

              	
                )

              	
                 Jointly
      Administered

              
	 
      	
                )

              	 
      


      

    

     

    DECLARATION
OF INTENT TO SELL,

    TRADE
OR OTHERWISE TRANSFER COMMON STOCK 

      
        

      

    

     

     

    PLEASE TAKE NOTICE
that, Paul
G. Allen hereby provides notice of his intention to sell, trade or
otherwise transfer shares of common stock in Charter Communications, Inc.
(“CCI”) or a Beneficial Ownership (defined below) thereof (the existing Class A
and Class B common stock of CCI and any Beneficial Ownership thereof, including
Options (defined below) to acquire such stock, collectively, the “Common Stock”) (the “Proposed
Transfer”). As needed and upon CCI’s
reasonable request, the Substantial Shareholder will provide to CCI on a
confidential basis the last four digits of the Substantial Shareholder’s
taxpayer identification number.

     

    PLEASE TAKE FURTHER NOTICE
that, if applicable, on  March 30, 2009 ___Paul G.
Allen___  filed a Declaration of Status as a Substantial
Shareholder1 with the
United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) and served copies thereof as set forth
therein.

     

    PLEASE TAKE FURTHER NOTICE
that, Paul G.
Allen currently has Beneficial
Ownership of  406,236,644 shares of
Common Stock.

     

    PLEASE TAKE FURTHER NOTICE
that, pursuant to the Proposed Transfer,  Paul  G. Allen proposes to
sell, trade, or otherwise transfer  28,467,421 shares of
Common Stock or an Option with respect to  n/a  shares of
Common Stock. If the Proposed Transfer is permitted to occur,  Paul G. Allen will
have Beneficial Ownership of  377,769,223 shares of
Common Stock after such transfer becomes effective.

     

    _____________________________

    
      	
               
      

            	
              1

            	
              For
      purposes of this Declaration: (a) a “Substantial
      Shareholder” is any entity
      that has Beneficial Ownership of either
      at least 20,000,000 shares of Class A Common Stock or 20,000,000 shares of
      Class A and Class B Common Stock in the aggregate; (b) “Beneficial
      Ownership” of Common Stock
      means with respect to any holder (i) ownership of Common Stock directly by
      such holder, (ii) ownership of common stock by subsidiaries of such
      holder, immediate family members of such holder and entities acting in
      concert with such holder to make a coordinated acquisition of Common
      Stock, and (iii) Common Stock that such holder has an Option to acquire;
      and (c) an “Option” to acquire Common Stock means any
      contingent purchase, warrant, convertible debt, put, Common Stock subject
      to risk of forfeiture, contract to acquire Common Stock or similar
      interest, regardless of whether it is contingent or otherwise not
      currently exercisable.

            


    

     

    
      
      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    PLEASE TAKE FURTHER NOTICE
that, pursuant to that certain Order Establishing Notification and Hearing Procedures
for Transfers of Common Stock, this Declaration is being filed with the
Court and served upon counsel to the above-captioned debtors (collectively, the
“Debtors”).

     

    PLEASE TAKE FURTHER NOTICE
that, the Debtors have fifteen (15) calendar days after receipt of this
Declaration to object to the Proposed Transfer described herein. If the Debtors
file an objection, such Proposed Transfer will not be effective unless and until
the end of the 10th day after the Bankruptcy Court enters an order overruling
such objection. If the Debtors do not object within such 15-day period, then
after expiration of such period the Proposed Transfer may proceed solely as set
forth in this Declaration.

     

    PLEASE TAKE FURTHER NOTICE
that, any further transactions, not contemplated by this Notice, that may
result in selling, trading, or otherwise transferring of Common Stock or an
Option with respect thereto will require an additional notice filed with the
Court to be served in the same manner as this Declaration.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    PLEASE TAKE FURTHER NOTICE
that, pursuant to 28 U.S.C. § 1746, under penalties of
perjury,  Paul G. Allen hereby
declares that he has examined this Declaration and accompanying attachments (if
any), and, to the best of his knowledge and belief, this Declaration and any
attachments, which purport to be part of this Declaration, are true, correct,
and complete.

    


    


    
      
        
          	 
      	 
      	
                   
      Respectfully submitted,

                
	 	 	 
	 
      	 
      	
                   
      Paul G Allen

                
	 	 	 
	 
      	
                  By:

                	
                   
      /s/ Paul G.Allen

                	 
      
	 
      	
                  Name:

                	
                   
      Paul G. Allen

                	 
      
	 
      	
                  Address:

                	
                   
      c/o Vulcan Inc.

                	 
      
	 
      	 
      	
                   
      505 Fifth Ave S

                	 
      
	 
      	 
      	
                   
      Suite 900

                	 
      
	 
      	 
      	
                   
      Seattle, WA 98104

                	 
      
	 
      	
                  Telephone:

                	
                   
      (206) 342-2000

                	 
      
	 
      	
                  Facsimile:

                	
                   
      (206) 342-3000 (Fax)

                	 
      
	 
      	
                  Dated:

                	
                   
      March 30, 2009