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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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                  3.1.2. On or before November 5, 1999, the Disbursement Agent
            shall deliver a notice to CCI stating the number of Issued Units, if
            any, that each Investor will commit to exchange into shares of
            Common Stock concurrently with the closing of the IPO (the
            "EXCHANGED UNITS"). If no such notice is delivered with respect to
            one or more Investors, then each such Investor will no longer have
            the right to exchange Issued Units into shares of Common Stock. Each
            Investor electing to exchange Issued Units for Common Stock will,
            upon delivery of the confirmation notice, execute and deliver a
            Contribution Agreement in the form attached hereto as EXHIBIT C (the
            "SECOND CONTRIBUTION AGREEMENT"). Such election and such deliveries
            shall be contingent upon closing of the IPO and the fulfillment of
            all of the obligations of Charter Holdco, CCI and their affiliates
            hereunder, including without limitation the delivery of the
            Accretion Put and Registration Support Put as provided herein.

            3.2. Valuation of Exchanged Units and CCI Common Stock. As more
      fully set forth in the Second Contribution Agreement, for purposes of the
      exchange under Section 3.1:

                  3.2.1 shares of Common Stock shall be valued at the gross
      price to the public in the IPO; and

                  3.2.2 Exchanged Units shall be valued at the sum of (i) the
      Class A Preferred Contributed Amount in respect of the Exchanged Units,
      and (ii) the Class A Preferred Return Amount in respect of such Exchanged
      Units (the aggregate value of all such Exchanged Units being referred to
      as the "ROLLOVER AMOUNT").

            3.3. Lockup Agreement. Investors receiving shares of Common Stock in
      exchange for Exchanged Units (the "ROLLOVER INVESTORS") will enter into a
      lockup agreement with the underwriters of the IPO, in the form attached
      hereto as EXHIBIT G.

            3.4. Loss of Exchange Rights. Issued Units that are not exchanged
      for shares of Common Stock concurrently with the IPO will remain as Class
      A Preferred Units and will no longer be exchangeable into shares of Common

            3.5. Registration Rights Agreement. Each Rollover Investor and CCI
      shall enter into a Registration Rights Agreement in the form attached
      hereto as EXHIBIT H.

            3.6. Put Rights. The Charter Put (as defined in Section 5) entered
      into at the Closing will not apply as to any shares of Common Stock
      received in exchange for Issued Units ("ROLLOVER SHARES"). Allen will
      deliver two put agreements in the forms attached hereto as EXHIBIT E (the
      Investor that elects to exchange Issued Units into Common Stock.