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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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as not to materially violate or infringe upon the rights, or give rise to any
rightful material claim of any Person for infringement of Intellectual Property
or license.

         3.9 Financial Statements; Absence of Certain Changes or Events. Buyer
has received copies of the BCG S-4. The BCG S-4 contains complete and correct
copies of the audited consolidated balance sheets of the Partnership and the
Subsidiaries and related statements of income, stockholders' equity and cash
flows for the fiscal year ended December 31, 1998, as adjusted to reflect the
combination of certain assets to reflect the contribution by TCI LLC and its
Affiliates to the Partnership on February 2, 1999, including all notes and
schedules thereto (all of such financial statements and notes being hereinafter
referred to as the "Partnership's Financial Statements"). The Partnership's
Financial Statements are in accordance with the books and records of the
Partnership and were prepared in accordance with GAAP, except as may be
described therein, applied on a consistent basis throughout the periods covered
thereby. Except as set forth on Schedule 3.9 and after giving effect to the
various transactions consummated on February 2, 1999, and related financings,
since December 31, 1998, there has been no (i) event or events (other than any
affecting the cable television industry generally) occurred that, individually
or in the aggregate, are reasonably likely to result in a Material Adverse
Effect and (ii) material change in accounting principles or practices (other
than as a result of changes in GAAP) with respect to the Partnership Systems or
revaluation by the Partnership of the Partnership Assets for financial
reporting, property tax or other purposes. From December 31, 1998 to the date of
this Agreement, except with respect to the closing of various transactions on
February 2, 1999, and related financings, the Partnership's Business has been
conducted only in the usual, regular and ordinary course, except as disclosed on
Schedule 3.9 and except where the failure to conduct business in such manner
would not have a Material Adverse Effect.

         3.10     Litigation.

                  (a) Except as set forth in Schedule 3.10: (i) there is no
Litigation pending or, to such Seller's Knowledge, threatened against the
Partnership or any Subsidiary; and (ii) there is not in existence any Judgment
(other than Judgments affecting the cable television industry in general)
requiring the Partnership or any Subsidiary to take any action of any kind with
respect to the Partnership Assets or the operation of the Partnership Systems.

                  (b) Except as set forth in Schedule 3.10, there is no
Litigation pending or, to such Seller's Knowledge, threatened against such
Seller which, individually or in the aggregate, is reasonably likely to
adversely affect the ability of such Seller to perform its obligations under
this Agreement.

         3.11     Tax Returns.

                  (a) Except as described on Schedule 3.11, the Partnership and
the Subsidiaries have duly and timely filed in correct form all federal Tax
Returns and all other material Tax Returns required to be filed by it, and all
such Tax Returns are complete and correct in all material respects,


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