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.- EXHIBIT A [To be entered into and delivered in accordance with Sections 8.2(g) and 8.3(e) of the Purchase Agreement, if applicable.] FORM OF ADJUSTMENT ESCROW AGREEMENT This ADJUSTMENT ESCROW AGREEMENT (this "Agreement")is dated , 1999, by and =ong CHARTER COMMUNICATIONS, INC., a Delaware corporation ('Buyer"), FALCON HOLDING GROUP, L.P., a Delaware limited partnership ("FHGLP'), and [Escrow Agent] ("Escrow, Agent"). RECITALS: Buyer and FHGLP arc parties to a Purchase Agreement dated as of , 1999 ([he 'Purchase Agreement"), pursuant to which the Sellers thereunder have agreed to sell, transfer and deliver to Buyer all of the partnership interests in Falcon Communications, L.P. held by FHOLP and TCI Falcon Holdings, LLC and certain other specified interem held by the Sellers thereunder, for the consideration set foM in the Purchase Agreement. Pursuant to Section 2.5(a)(2) of the Purchase Agreement, Buyer and Sellers have agreed that linsert Adiustirim EJcrow Amount3 Dallars(S_(the'Adjusmlen[ Deposit') shall be deposited in escrow with the Escrow Agent as set forth in this Agreement in order to provide a fund_ which shall be a source for any payment to be made by Sellers to Buyer pursuant to Section 2.6(6)(1)(8) of the Purchase Agreement subject to the terms and conditions set forth in the Purchase Agreement Capitalized teens used, but not defined herein, have the meanings ascribed to such terms in the Purchase Agreement. In consideration of the above recitals and of the covenants and agreements contained herein, Buyer, FHGLP and Escrow Agent agree as follows: AGREEMENTS: SECTION l: 1.1 P-divety. Buyer hereby delivers to the Escrow Agent, by accounts or wire transfer of immediately available funds to the account designated by the Escrow Agent, the Adjustment Deposit. The Adjustment Fund (as defined herein) shall be held by the Escrow Agent pursuant to the terms of this Agreement. The Adjustment Deposit, and all income. interest and other earnings thereon, shall be referred to collectively herein as the "Adjustment MIMM494 11