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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
 
<PAGE>   747
 
(14) Incorporated by reference to Amendment No. 1 to the registration statement
     on Form S-4 of Avalon Cable LLC, Avalon Cable Holdings Finance, Inc.,
     Avalon Cable of Michigan Holdings, Inc. and Avalon Cable of Michigan, Inc.
     filed on May 28, 1999 (File No. 333-75415).
 
(15) Incorporated by reference to the registration statement on Form S-4 of
     Falcon Holding Group, L.P. filed on April 18, 1993 (File No. 33-60776).
 
(16) Incorporated by reference to the registration statement on Form S-4 of
     Falcon Holding Group, L.P. and Falcon Funding Corporation filed on June 1,
     1998 (File No. 333-55755).
 
(17) Incorporated by reference to the report on Form 8-K of Falcon
     Communications, L.P. and Falcon Funding Corporation filed on October 9,
     1998 (File No. 33-60776).
 
(18) Incorporated by reference to Amendment No. 1 to the registration statement
     on Form S-4 of Falcon Holding Group, L.P. and Falcon Funding Corporation
     filed on July 17, 1998 (File No. 333-55755).
 
(19) Incorporated by reference to Amendment No. 4 to the statement of beneficial
     ownership on Schedule 13D of Avalon Cable of Michigan, Inc., Avalon Cable
     of Michigan Holdings, Inc., Avalon Cable Holdings, LLC, ABRY Broadcast
     Partners III, L.P., ABRY Equity Investors, L.P., ABRY Holdings III, Inc.
     and Royce Yudkoff filed on November 12, 1998 (File No. 005-40465).
 
FINANCIAL STATEMENT SCHEDULES
 
     Schedules not listed above are omitted because of the absence of the
conditions under which they are required or because the information required by
such omitted schedules is set forth in the financial statements or the notes
thereto.
 

ITEM 17.  UNDERTAKINGS.
 
     The undersigned Registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
 
     The undersigned Registrant hereby undertakes that:
 
          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.
 
          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.
 
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