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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
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                                    it is an accredited investor and give such
                                    other investment representations and other
                                    undertakings as are customarily given by
                                    persons acquiring securities in a private
                                    placement, or (y) must provide Charter LLC
                                    with an opinion of counsel reasonably
                                    satisfactory to it that such transfer would
                                    not result in a violation of the
                                    registration requirements of the 1933 Act,
                                    and (iii) any such transfer will not result
                                    in a violation of the registration
                                    requirements of the 1933 Act.

                                    Holders of the Units received by FHGLP are
                                    referred to as the "Falcon Holders."

Contribution of Purchased Interests As soon as reasonably practicable following
                                    the Closing, CCI will contribute to Charter
                                    LLC the Purchased Interests (for these
                                    purposes, the "Purchased Interests" include
                                    the assets acquired by CCI pursuant to the
                                    Purchase and Contribution Agreement, plus
                                    the proceeds of any dispositions of
                                    Purchased Interests (including assets
                                    exchanged for Purchased Interests), plus the
                                    cash flow generated by the Purchased
                                    Interests subsequent to Closing and on or
                                    prior to the contribution to Charter LLC).
                                    Prior to the contribution of the Purchased
                                    Interests to Charter LLC, CCI will not
                                    dispose of the Purchased Interests for less
                                    than fair market value (based upon the terms
                                    of any arm's length agreement for such
                                    disposition negotiated by CCI).

IPO                                 It is the current intent of CCI to effect an
                                    initial public offering of stock in a
                                    corporation ("PublicCo") that will acquire
                                    an interest in Charter LLC (an "IPO"). Each
                                    of the Falcon Holders may, and under certain
                                    circumstances shall, exchange its Units in
                                    Charter LLC for stock in PublicCo. on the
                                    terms set forth in the Exchange Agreement,
                                    as outlined in Exhibit E to the Purchase and
                                    Contribution Agreement.

                                    If an initial public offering is effected
                                    other than through PublicCo (i.e., through
                                    CCI or Charter LLC), the Falcon Holders will
                                    have rights and protections that will put
                                    them in the same economic position as if the
                                    IPO had been effected through PublicCo.