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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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Agreement admitting such Persons as Members and agreeing to the rights and
obligations that shall apply with respect thereto.

                                  ARTICLE III

                         CAPITAL CONTRIBUTIONS AND UNITS

     3.1 Capital Contributions

         3.1.1 CII or an Affiliate of CII.

              (a) CII has previously contributed its entire one hundred percent
(100%) limited liability company interest in Charter Communications Holdings,
LLC, a Delaware limited liability company, to the Company.

              (b) Vulcan Cable has previously contributed cash and assets valued
in the aggregate (net of liabilities), at the time of the contribution, at One
Billion Three Hundred Twenty-Five Million Dollars ($1,325,000,000).

              (c) Vulcan Cable is contributing an additional Seven Hundred Fifty
Million Dollars ($750,000,000) in cash to the Company in exchange for additional
Class A Common Units.

              (d) Upon a Rifkin Holder's exercise of its put right under the
Rifkin Put Agreement pursuant to which the Company is required to redeem Class A
Preferred Units from such Rifkin Holder, if requested by the Manager in a prompt
written notice to CII, CII or, at CII's discretion, its Affiliate shall
contribute to the Company, in exchange for additional Class A Common Units, an
amount of cash equal to the amount that the Company is required to pay such
Rifkin Holder for its Class A Preferred Units being redeemed and all Common
Units will be diluted on a proportional basis. In return for CII or its
Affiliate's Capital Contribution under this Section 3.1.1(d), the Company is
authorized, without the need for additional act or consent of any Person, to
issue additional Class A Common Units to CII or its Affiliate pursuant to
Section 3.6.2(c).

         3.1.2 Rifkin Holders. Pursuant to the Rifkin Contribution Agreement,
Rifkin Holders have previously contributed the Rifkin Contributed Interest to
the capital of the Company.

         3.1.3 PublicCo.

              (a) PublicCo is contributing the net proceeds of the IPO (less
certain proceeds retained to acquire certain assets) and shall contribute the
assets acquired with the retained proceeds to the Company in exchange for Class
B Common Units. For purposes of this Section 3.1.3(a), "net proceeds of the IPO"
does not include the proceeds from the underwriters' exercise of their
over-allotment option in connection with the IPO to issue up to twenty-five
million five hundred thousand (25,500,000) additional shares of PublicCo common
stock after the Class B Common Measuring Date.

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