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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
 
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Contributed Property to the extent that at the time of its contribution to the
Company its Gross Asset Value differs from its Basis) to be equal, or as nearly
equal as possible, to that Member's Tentative Taxable Income or Tentative Tax
Loss, whichever is applicable.

              (g) To the extent not allocated under (a), (b), (c), (d), (e) or
(f) above, to the Class A Common Members, to be allocated among them in
proportion to their Percentage Interests.

              If the aggregate amount of the items of Depreciation available to
be allocated under this Section 6.3.7 for any Allocation Period is less than the
sum of the items of Depreciation provided for under Section 6.3.7(a), (b), (c),
or (d), on the one hand, and the items of Depreciation provided for under
Section 6.3.7(e) or (f), on the other, then the items of Depreciation available
to be allocated under this Section 6.3.7 for such Allocation Period shall be
divided between Section 6.3.7(a), (b), (c), or (d), on the one hand, and Section
6.3.7(e) or (f), on the other, in proportion to the respective amounts of the
items of Depreciation provided for under such Sections.

         6.3.8 Preferred Return Allocations. All or a portion of the remaining
items of Company income and, to the extent income is insufficient, gain shall be
specially allocated to each Class A Preferred Member in an amount equal to the
cumulative Class A Preferred Return Amount (with respect to which there has been
no allocation under this Section 6.3.8) for any Class A Preferred Units (i)
redeemed from such Member during the Allocation Period pursuant to Section 3.5.2
or 3.5.3, (ii) Transferred by such Member to PublicCo or any other Person
pursuant to the Rifkin Contribution Agreement, the Rifkin Put Agreement, or this
Agreement, or (iii) with respect to which liquidating distributions are made
pursuant to Article IX. If, in addition to items of income, items of gain are to
be allocated pursuant to the foregoing sentence and the Company has items of
both short-term capital gain and long-term capital gain, all of the Company's
items of short-term capital gain shall be allocated before any items of
long-term capital gain are allocated.

     6.4 Certain Allocations to the Class A Common Members and the Class B
Common Members. Notwithstanding any other provision of this Article VI (other
than the Regulatory Allocations), the allocations to the Class A Common Members
and the Class B Common Members shall be subject to the following provisions:

         6.4.1 The allocations to the Class A Common Members of Net Profits
pursuant to Section 6.1.3(b) and of items of Depreciation pursuant to Section
6.3.7(c)(y) (collectively, the "Special Profit Allocations") shall be limited in
amount and made in a manner such that the total amount of the net taxable income
allocated to the Class A Common Members in respect of the aggregate Special
Profit Allocations is no greater than the total amount of the net tax loss
allocated to the Class A Common Members in respect of the aggregate Net Profits,
Net Losses, and items of Depreciation allocated to the Class A Common Members
pursuant to Sections 6.1.1(b), 6.2.1(b), and 6.3.7(a)(y), respectively
(collectively, the "Special Loss Allocations").

         6.4.2 In the event of the dissolution of the Company or the occurrence
of any other event with respect to which the distribution rights of the Class A
Common Members or the Class B Common Members are determined in whole or in part
by reference


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