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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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purchase price (including liabilities assumed) of assets that are acquired by
the Company from parties related to CII (other than assets acquired by CII or
any of its Affiliates from unrelated third parties and contributed to the
Company on or after May 26, 1999 and on or before the Class D Common Measuring
Date) for a purchase price less than Ten Million Dollars ($10,000,000) in the
aggregate, (iv) the value of assets that are acquired by the Company from
parties related to CII (other than assets acquired by CII or any of its
Affiliates from unrelated third parties and contributed to the Company on or
before the Class D Common Measuring Date and other than assets described in
clause (iii)) which value shall be determined by the Board and Jerald Kent in
good faith, and (v) with respect to assets that are subject to definitive
agreements prior to the Class D Common Measuring Date, but which have not been
acquired by the Company or its Subsidiaries on or before the Class D Common
Measuring Date, the product of 17 and the projected operating cash flow of such
assets for the calendar year ended December 31, 2000, determined in a manner
consistent with the Cash Flow Projections.

     1.28 "CII" has the meaning set forth in the recitals to this Agreement.

     1.29 "CII Exchange Agreement" means the Exchange Agreement dated as of the
Class B Common Measuring Date by and among PublicCo, CII, Vulcan Cable, and Paul
G. Allen, including, to the extent provided thereunder, the Tax Agreement
attached as Exhibit A thereto.

     1.30 "Class A Common Contributed Property" means each property (other than
cash) contributed by the Class A Common Members, in exchange for Class A Common
Units.

     1.31 "Class A Common Member" means any Member holding and to the extent it
holds Class A Common Units.

     1.32 "Class A Common Stock" means any common stock of PublicCo denominated
"Class A Common."

     1.33 "Class A Common Units" means any Unit denominated "Class A Common."

     1.34 "Class A Preferred Contributed Amount" means, with respect to each
Class A Preferred Member, the sum of the net values of all of the Class A
Preferred Contributed Properties contributed by such Class A Preferred Member on
the Class A Preferred Measuring Date, as set forth on Schedule A.

     1.35 "Class A Preferred Contributed Property" means each property (other
than cash) contributed to the Company by Class A Preferred Members, in exchange
for Class A Preferred Units.

     1.36 "Class A Preferred Measuring Date" means September 14, 1999.

     1.37 "Class A Preferred Member" means any Member holding and to the extent
it holds Class A Preferred Units.

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