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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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<PAGE>   48

         6.1.1 For any Allocation Period ending prior to the Class B Common
Change Date, if the Company has Combined Book Losses for such Allocation Period,
then:

              (a) to each of the Common Members (including the Class A Common
Members) other than the Class B Common Members, in an amount equal to (i) the
amount of Net Profits, multiplied by (ii) such Common Member's Percentage
Interest; and

              (b) in addition to the amount allocated to the Class A Common
Members pursuant to Section 6.1.1(a), to the Class A Common Members, to be
allocated among them in proportion to their Percentage Interests, in an amount
equal to (i) the amount of Net Profits, multiplied by (ii) the Class B Common
Members' aggregate Percentage Interests.

         6.1.2 For any Allocation Period ending after the Class B Common Change
Date, if the Company has Combined Book Losses for such Allocation Period, then
to each of the Common Members in accordance with such Common Member's Percentage
Interest.

         6.1.3 For any Allocation Period ending after the Class B Common
Measuring Date, if the Company has Combined Book Profits for such Allocation
Period and if there is any Special Allocation Amount as of the beginning of such
Allocation Period, then:

              (a) to each of the Common Members (including the Class A Common
Members) other than the Class B Common Members, in an amount equal to (i) the
amount of Net Profits, multiplied by (ii) such Common Member's Percentage
Interest;

              (b) in addition to the amount allocated to the Class A Common
Members pursuant to Section 6.1.3(a), to the Class A Common Members, to be
allocated among them in proportion to their Percentage Interests, in an amount
equal to (i) the amount of Net Profits, multiplied by (ii) the product of the
Class B Common Members' aggregate Percentage Interests and the Special
Allocation Amount Ratio; provided, however, that the allocation of Net Profits
pursuant to this Section 6.1.3(b) shall be subject to Section 6.4; and

              (c) to the Class B Common Members, to be allocated among them in
proportion to their Percentage Interests, in an amount equal to (i) the amount
of Net Profits multiplied by the Class B Common Members' aggregate Percentage
Interests, minus (ii) the amount of Net Profits allocated to the Class A Common
Members pursuant to Section 6.1.3(b) for such Allocation Period.

         6.1.4 For any Allocation Period ending after the Class B Common
Measuring Date, if the Company has Combined Book Profits for such Allocation
Period and if there is no Special Allocation Amount as of the beginning of such
Allocation Period, then to each of the Common Members in accordance with such
Common Member's Percentage Interest.

     6.2 Allocations of Net Losses. After giving effect to the special
allocations set forth in Sections 6.3 and 6.5 herein, Net Losses for any
Allocation Period shall be allocated to the Members as follows:

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