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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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Exchange Act of 1934 or any regulations issued thereunder, including, without
limitation, said Regulation G and Regulation T (12 C.F.R., Part 220), as
amended, and Regulation X (12 C.F.R., Part 224), as amended, of said Board of
Governors.

         Section 4.8. ERISA. (a) As used in this Section 4.8, the terms "accrued
benefits", "employee benefit plans" and "employee pension benefit plan" shall
have the respective meanings assigned to such terms in Section 3 of ERISA; the
term "accumulated funding deficiency" shall have the meaning assigned to such
term in Section 302 of ERISA and Section 412 of the Code; the term "prohibited
transaction" shall have the meaning assigned to such term in Section 4975 of the
Code and Section 406 of ERISA; and the term "reportable event" shall have the
meaning assigned to such term in Section 4043 of ERISA.

         (b) The Company has not, with respect to any employee benefit plan
established or maintained by the Company (the "Plans"), engaged in a prohibited
transaction that could subject the Company to a tax or penalty on prohibited
transactions. No Plan that is subject to Part 3 of Subtitle B of Title I of
ERISA or Section 412 of the Code had an accumulated funding deficiency, whether
or not waived, as the last day of the most recent fiscal year of such Plan
heretofore ended. No liability to the Pension Benefit Guaranty Corporation has
been, or is expected by the Company to be, incurred by the Company with respect
to any Plan other than for premium payments. There has been no reportable event
with respect to any Plan since the effective date of Section 4043 of ERISA not
otherwise disclosed in the notes to the financial statements of the Company for
the year ended December 31, 1990, and since such date no event or condition has
occurred that presents a material risk of termination of any Plan by the Pension
Benefit Guaranty Corporation. In the aggregate, the actuarially determined
present value of all accrued benefits under each Plan that is subject to Part 3
of Subtitle B of Title of ERISA or Section 412 of the Code did not exceed the
current value of assets of such Plans allocable to such benefits as of the most
recent valuation date; in making this determination, if the actuarially
determined present value of all accrued benefits under a Plan was not greater
than the current value of the assets allocable to such benefits, then the values
of that Plan's assets and benefits are not to be considered. The Company has not
contributed to any employee pension benefit plan to which an employer other than
the Company has contributed.

         (c) The execution and delivery of this Agreement, the issuance and sale
by the Company to you of Notes, and the purchase by you hereunder of Notes, will
not involve any prohibited transaction. This representation is made in reliance
upon, and subject to




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