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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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timely file an election under Section 754 of the Code so that such entities
shall be able to adjust the tax basis of their assets (collectively, the
"Partnership Assets") under Section 743(b) of the Code as a result of the
transactions contemplated herein.

                  (f) Allocation of Purchase Consideration. The Purchase Price,
as finally determined pursuant to Section 2.5 and the liabilities of the
Partnership and the Subsidiaries attributable to the Purchased Interests
(together, the "Purchase Consideration") shall be allocated among the portions
of the Partnership Assets attributable to the Purchased Interests in an
allocation agreement (the "Allocation Agreement") to be prepared in accordance
with the rules under Sections 743(b), 751, 755 and 1060 of the Code. The parties
agree that the Purchase Consideration shall be allocated among the Partnership
Assets by allocating an amount to the tangible assets of the Partnership and the
Subsidiaries equal to the portion of the book value for financial statement
purposes of such tangible assets attributable to the Purchased Interests and the
remainder to the System Franchises of the Partnership and the Subsidiaries.
Buyer shall deliver a draft of the Allocation Agreement to the General Partner,
in its capacity as the representative of the Sellers, within thirty (30) days
after a final determination is reached pursuant to Section 2.5 for approval and
consent, and Buyer and the General Partner, in its capacity as the
representative of the Sellers, shall mutually agree upon the Allocation
Agreement. Neither Buyer nor any of the Sellers shall unreasonably withhold its
approval and consent with respect to the Allocation Agreement. Unless otherwise
required by applicable law, Buyer, Sellers, the Partnership and the Subsidiaries
agree to act, and cause their respective affiliates to act, in accordance with
the computations and allocations contained in the Allocation Agreement in any
relevant Tax Returns or similar filings (including any forms or reports required
to be filed pursuant to Section 1060 of the Code ("1060 Forms")), to cooperate
in the preparation of any 1060 Forms, to file such 1060 Forms in the manner
required by applicable law and to not take any position inconsistent with such
Allocation Agreement upon examination of any tax refund or refund claim, in any
litigation or otherwise.

         5.8      Certain Financing Matters.

                  (a) Prior to the Closing (or the date on which the Closing
would occur but for a breach of this Section 5.8(a)), the Sellers will use
commercially reasonable efforts to either (1) procure from the lenders under the
Credit Facility, at Buyer's expense, a written waiver, in form and substance
reasonably satisfactory to Buyer and the Sellers, that (A) will permit the
transactions contemplated by this Agreement to be consummated without an event
of default or acceleration thereunder being caused thereby and (B) will permit
the sale and transfer of the Purchased Interests and the contribution of the
Contributed Interests to Buyer as contemplated by this Agreement and the receipt
by the Sellers of the Purchase Price therefor free and clear of any Liens or
other restrictions; or (2) cooperate with Buyer to obtain refinancing of all of
the Partnership's existing indebtedness for borrowed money under the Credit
Facility to the extent such indebtedness would otherwise be subject to
acceleration upon consummation of the Closing absent the consent and waiver
described in clause (1).