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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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Adjustment Fund as specifically provided in this Section 2 and Section 6.8, the
Sellers shall have no rights to receive, pledge, borrow or otherwise obtain the
benefits of the money or other property constituting the Adjustment Fund.

         2.3 Dispute. In the event of any dispute among any of the parties to
this Agreement, the Escrow Agent shall not comply with any claims or demands as
long as such disagreements may continue, and in so refusing, the Escrow Agent
shall make no delivery or other disposition of any property then held by it
under this Agreement which is the subject of such dispute until it has received
a final judgement or final court order from a court of competent jurisdiction
directing disposition of such property (a "Court Order"). A judgment or order
under any provision of this Agreement shall not be deemed to be final until the
time within which an appeal may be taken therefrom has expired and no appeal has
been taken, or until the entry of a judgment or order from which no appeal may
be taken.

         2.4 Joint Instructions. In the event that the Escrow Agent receives
joint instructions in writing from Buyer and the Sellers, such instructions may
only be revoked pursuant to further joint instructions in writing of Buyer and
the Sellers or a Court Order.

         2.5 Other Disbursements of the Adjustment Fund. Notwithstanding the
provisions of Sections 2.1 through 2.3 above and Section 2.6 below, the Escrow
Agent shall disburse the Adjustment Fund, or a portion thereof, in accordance
with the following:

                  (a) upon receipt of written instructions signed by Buyer and
the Sellers in accordance with such instructions; or

                  (b) in accordance with Section 6.8 of this Agreement.

         2.6 Taxes. Buyer shall be deemed to be the owner of the Adjustment Fund
for tax purposes. Buyer shall provide the Escrow Agent with a correct taxpayer
identification number on a substitute Form W-9 within 90 days following the date
hereof and indicate thereon that it is not subject to backup withholding on
income earned on any amounts received hereunder. To the extent that the Escrow
Agent becomes liable for the payment of taxes on behalf of another party
hereunder, including withholding taxes, in respect of interest, income and other
earnings from the investment of the Adjustment Fund held hereunder or any
payment made hereunder, the Escrow Agent may pay such taxes on behalf of such
party. The Escrow Agent may withhold from any payment of monies to the party on
whose behalf the taxes were paid, such amount as the Escrow Agent reasonably
estimates to be sufficient to provide for the payment of such taxes not yet
paid, and shall use the sums withheld solely for that purpose. The Escrow Agent
shall be indemnified and held harmless against any liability for taxes and for
any penalties or interest in respect of taxes on such interest, income or other
earnings in the manner provided in Section 3.3. The Escrow Agent shall, promptly
following the end of each taxable period in which the Adjustment Fund remains in
existence, make distributions ("Tax Distributions") to Buyer from the interest,
income or other earnings of the

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