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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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                                    (iv)    the principal amount and any accrued
                                            but unpaid interest as of the
                                            Adjustment Time in respect of any
                                            other indebtedness for borrowed
                                            money (not included in the foregoing
                                            clauses (b)(i), (ii) and (iii) of
                                            this Section 2.4), if any, of the
                                            Falcon Companies as of the
                                            Adjustment Time (in each case of the
                                            foregoing clauses (b)(i), (ii),
                                            (iii) and (iv) of this Section 2.4,
                                            prior to giving effect to any
                                            repayment of such indebtedness by
                                            Buyer at the Closing); plus

                                    (v)     the absolute value of Working
                                            Capital if such number is less than
                                            zero; plus

                                    (vi)    expenses of the Falcon Companies
                                            relating to the consummation of the
                                            transactions contemplated by this
                                            Agreement, including fees and
                                            expenses of attorneys, accountants,
                                            financial advisors and broker fees,
                                            if such fees and expenses are paid
                                            after the Closing Date and were not
                                            otherwise reflected as a Current
                                            Liability or Closing Net Liability
                                            in the computation of Aggregate
                                            Consideration or paid by the
                                            Sellers, but excluding any expenses
                                            that Buyer agrees to pay or is
                                            obligated to pay pursuant to this
                                            Agreement; plus

                                    (vii)   without limiting Falcon's
                                            obligations under Section 6.9, all
                                            amounts to be paid by Falcon or the
                                            Falcon Companies at or before the
                                            Closing pursuant to Section 6.9(b)
                                            if such amounts are not so paid on
                                            or prior to the Closing Date and are
                                            not otherwise reflected as a Current
                                            Liability or Closing Net Liability
                                            in the computation of Aggregate
                                            Consideration or paid by the
                                            Sellers; minus

                                    (viii)  one-half of the amount paid by
                                            Falcon at or before the Closing in
                                            respect of severance to the
                                            Headquarters Employees pursuant to
                                            Section 6.9(b), provided that the
                                            maximum adjustment pursuant to this
                                            clause (viii) shall be $4,500,000
                                            and Buyer shall have no other
                                            obligation in respect of such
                                            payments other than the adjustment
                                            provided in this clause (viii);
                                            minus

                                    (ix)    Working Capital if such number is
                                            greater than zero; minus (x) the
                                            amount provided for in Section
                                            6.1(c)(3) (Pending Acquisitions);
                                            minus

                                    (xi)    the $2,500,000 investment made by
                                            Falcon Community Cable, L.P. in the
                                            Bend, Oregon joint venture; minus

                                    (xii)   that portion of the capital
                                            expenditures provided for in Section
                                            6.1(b)(7) (Capital Expenditures).

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