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S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
Entire Document
 
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Charter IPO) and (B) November 19, 1999; and FHGLP, CII and Charter LLC agree to
consummate the Closing on such earlier date in such event. If the date for the
Closing is determined pursuant to the preceding sentence, such date shall be
deemed determined in accordance with Section 8.1(a)(1) of the Purchase and
Contribution Agreement for all purposes of the Purchase and Contribution
Agreement (including, but not limited to, Section 9). Accordingly, consummation
of the Closing remains subject to satisfaction or, to the extent permitted by
law, waiver, of the closing conditions described in Section 7 and subject to
Sections 8.1(a)(2), 8.1(a)(3) and 8.1(a)(4) of the Purchase and Contribution
Agreement, and the proviso at the end of Section 8.1(a)(1) shall still apply. In
the event FHGLP would not be authorized to specify a date for the Closing that
is on or before November 11, 1999 in accordance with Section 8.1(a)(1) of the
Purchase and Contribution Agreement or FHGLP does not specify such a date for
the Closing, the date for the Closing shall be determined in accordance with the
provisions of the Purchase and Contribution Agreement without regard to this
Second Amendment.

         4.       The parties hereby agree that the Purchase and Contribution
Agreement, as amended and modified by the First Amendment, is hereby deemed
further amended in all respects necessary to give effect to the consents,
agreements and waivers contained in this Second Amendment, whether or not a
particular Section or provision of the Purchase and Contribution Agreement has
been referred to in this Second Amendment. Except as amended hereby, the
Purchase and Contribution Agreement, as amended and modified by the First
Amendment, shall remain unchanged and in full force and effect, and this Second
Amendment shall be governed by and subject to the terms of the Purchase and
Contribution Agreement, as amended and modified by the First Amendment and this
Second Amendment. From and after the date of this Second Amendment, each
reference in the Purchase and Contribution Agreement to "this Agreement,"
"hereof," "hereunder" or words of like import, and all references to the
Purchase and Contribution Agreement in any and all agreements, instruments,
documents, notes, certificates and other writings of every kind and nature
(other than in this Second Amendment or as otherwise expressly provided) shall
be deemed to mean the Purchase and Contribution Agreement, as amended and
modified by the First Amendment and as further amended and modified by this
Second Amendment, whether or not such First Amendment or Second Amendment is
expressly referenced. This Second Amendment may be signed in one or more
counterparts, each of which shall constitute an original but which when taken
together shall constitute one instrument.

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