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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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                  (c)      Cooperation on Tax Matters.

                           (1) Buyer and FHGLP shall cooperate fully, as and to
the extent reasonably requested by the other party, in connection with the
filing of Tax Returns pursuant to this Section 6.10 and any audit, litigation,
or other proceeding with respect to Taxes. Such cooperation shall include the
retention and (upon the other party's request) the provision of records and
information which are reasonably relevant to any such audit, litigation or other
proceeding and making employees available on a mutually convenient basis to
provide additional information and explanation of any material provided
hereunder. Buyer and FHGLP agree (A) to retain all books and records with
respect to Tax matters pertinent to the Falcon Companies relating to any taxable
period beginning before the Closing Date until the expiration of the statute of
limitations (and, to the extent notified by Buyer or FHGLP, any extensions
thereof) of the respective taxable periods, and to abide by all record retention
agreements entered into with any taxing authority, and (B) to give the other
party reasonable written notice prior to transferring, destroying or discarding
any such books and records and, if the other party so requests, Buyer or FHGLP,
as the case may be, shall allow the other party to take possession of such books
and records to the extent they would otherwise be destroyed or discarded,
subject to a confidentiality agreement provided by the party turning over such
books and records and reasonably acceptable to the other party.

                           (2) Buyer and FHGLP further agree, upon request, to
use commercially reasonable efforts to obtain any certificate or other document
from any Governmental Authority or any other Person as may be necessary to
mitigate, reduce or eliminate any Tax that could be imposed (including Taxes
with respect to the transactions contemplated hereby).

                  (d) Certain Taxes. All transfer, documentary, sales, use,
stamp, registration and other such Taxes and fees (including any penalties and
interest) incurred in connection with the transactions consummated pursuant to
this Agreement shall be paid by Buyer. Buyer and FHGLP will cooperate in all
reasonable respects to prepare and file all necessary Tax Returns and other
documentation with respect to all such transfer, documentary, sales, use, stamp,
registration and other Taxes and fees. Buyer shall be liable for any Taxes
attributable to any election made by Buyer or any Affiliate of Buyer with
respect to any of the Falcon Companies under Section 338 of the Code or any
comparable provision of state or local law.

                  (e) Buyer covenants that it will not, and it will not cause or
permit any Falcon Company or any Affiliate of Buyer, (i) to take any action on
or after the Closing Date, including the distribution of any dividend or the
effectuation of any redemption, that could give rise to any tax liability of any
Seller or any direct or indirect holder of equity interests in any Seller or
(ii) to make or change any tax election, amend any Tax Return or take any tax
position on any Tax Return, take any action, omit to take any action or enter
into any transaction that results in any increased tax liability of any Seller
or any direct or indirect holder of equity interests in any Seller in respect of
any Pre-Closing Tax Period.