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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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         3.15 Transactions with Affiliates. Effective at and as of the Closing,
except as disclosed in Schedule 3.15, neither the Partnership nor any Subsidiary
will be involved in any business arrangement or business relationship with any
Affiliate of the Partnership (other than a Subsidiary), and no Affiliate of the
Partnership (other than a Subsidiary) owns any property or right, tangible or
intangible, that will be used in the Partnership's Business or the operation of
the Partnership Systems. For purposes of this Section 3.15, the reference to
Affiliates includes the Persons who are Affiliates immediately prior to Closing.

         3.16 Competition. Except as set forth on Schedule 3.16, and other than
direct broadcast satellite and satellite master antenna television, as of the
date of this Agreement with respect to each Service Area: (i) no Person is
operating a cable television system or other non-satellite MVPD (or to Seller's
Knowledge, MMDS not emitting signals from a Service Area) other than a
Partnership System in such area; (ii) no local franchising authority has awarded
a cable television franchise in such area to any Person other than the
Partnership, any Subsidiary or a Partnership System; and (iii) to the Knowledge
of such Seller, no MVPD has applied for a cable television franchise to serve
such area.

         3.17 Pending Transactions. Other than the transactions contemplated by
the Acquisition Agreements, neither the Partnership nor any Subsidiary has
entered into any agreement or letter of intent or other commitment to acquire or
dispose of any cable television system that has not been consummated prior to
the execution of this Agreement.

         3.18 Acquisition Agreement Schedules; Schedule References. Any
information set forth in or disclosed in the schedules to the Acquisition
Agreements or any definitive agreement entered into by the Partnership or any
Subsidiary in connection therewith in each case as in effect on the date of this
Agreement, shall be deemed by this reference to be included in the Schedules to
this Agreement to the extent such information and disclosures would reasonably
be deemed relevant (based on the level of detail and sufficiency of information
provided therein) to the corresponding or analogous representations and
warranties made by the Sellers in this Article 3. True and complete copies of
the foregoing agreements have been delivered to Buyer prior to the date hereof.
Schedule and exhibit references contained in this Agreement are for convenience
only and any matter disclosed pursuant to one section, subsection or other
provision of this Agreement, are deemed disclosed for all purposes of this
Agreement, as long as the disclosure with respect to such matter provides a
truthful, accurate and adequate description of all relevant aspects of such

         3.19 Securities Law Matters. Such Seller understands and acknowledges
that the Equity Consideration has not been registered or qualified under the
federal or applicable state securities laws and the Equity Consideration is
being transferred to the Sellers in reliance upon applicable exemptions from
such registration and qualification requirements. Such Seller is an "accredited
investor" within the meaning of the federal securities laws and acknowledges it
has been furnished with or afforded access to, and has had the opportunity to
ask questions and receive answers concerning, all information pertaining to the
Equity Consideration. The Equity Consideration is being acquired by such Seller
for investment only and not with a view to any public distribution