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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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material and adverse manner with any information or other matter disclosed to
such Commitment Party prior to the date hereof, (iv) there not having occurred a
material disruption of or material adverse change in conditions in the
financial, banking or capital markets that, in such Commitment Party's judgment,
could impair the syndication of the Credit Facilities, (v) such Commitment
Party's satisfaction that prior to and during the syndication of the Credit
Facilities, except as otherwise agreed by the Lead Banks, there shall be no
competing offering, placement or arrangement of any debt securities or bank
financing by or on behalf of Charter or any of its affiliates (other than (a)
the contemplated credit facilities for Avalon Cable LLC so long as the
syndication thereof is coordinated with the syndication of the Credit Facilities
in a manner reasonably satisfactory to the Lead Banks and (b) the contemplated
credit facility for Paul G. Allen so long as the Borrower uses its commercially
reasonable efforts to cause the syndication thereof to be coordinated with the
syndication of the Credit Facilities in a manner reasonably satisfactory to the
Lead Banks), (vi) the rating of the Credit Facilities by Standard & Poor's
Ratings Services and Moody's Investors Service, Inc., (vii) the negotiation,
execution and delivery on or before March 1, 2000 of definitive documentation
with respect to the Credit Facilities satisfactory to such Commitment Party, and
(viii) the other conditions set forth or referred to in the Term Sheet. The
terms and conditions of each Lead Bank's commitment hereunder and of the Credit
Facilities are not limited to those set forth herein and in the Term Sheet.
Those matters that are not covered by the provisions hereof and of the Term
Sheet are subject to the approval and agreement of each Commitment Party and the

                  You agree (a) to indemnify and hold harmless the Commitment
Parties, their affiliates and their respective officers, directors, employees,
advisors, and agents (each, an "indemnified person") from and against any and
all losses, claims, damages and liabilities to which any such indemnified person
may become subject arising out of or in connection with this Commitment Letter,
the Credit Facilities, the use of the proceeds thereof, the Acquisition or any
related transaction or any claim, litigation, investigation or proceeding
relating to any of the foregoing, regardless of whether any indemnified person
is a party thereto, and to reimburse each indemnified person upon demand for any
legal or other expenses incurred in connection with investigating or defending
any of the foregoing, provided that the foregoing indemnity will not, as to any
indemnified person, apply to losses, claims, damages, liabilities or related
expenses to the extent they are found by a final, non-appealable judgment of a
court to arise from the willful misconduct or gross negligence of such
indemnified person, and (b) to reimburse the Commitment Parties and their
affiliates on demand for all reasonable out-of-pocket expenses (including due
diligence expenses, syndication expenses, rating agency fees and expenses, and
reasonable fees, charges and disbursements of counsel) incurred directly in
connection with the Credit Facilities and any related documentation (including
this Commitment Letter and the definitive financing documentation) or the
administration, amendment, modification or waiver thereof. No indemnified person
shall be liable for any damages arising from the unauthorized interception by
others of Information or other materials obtained through electronic,
telecommunications or other information transmission systems or for any special,
indirect, consequential or punitive damages in connection with the Credit

                 You acknowledge that each Lead Bank and its affiliates (the
term "Lead Bank" as used below in this paragraph being understood to include
such affiliates) may be providing debt financing, equity capital or other
services (including financial advisory services) to other companies in respect
of which you may have conflicting interests regarding the transactions described
herein and otherwise. No Lead Bank will use confidential information obtained
from you by virtue of the transactions contemplated by this Commitment Letter or
its other relationships with you in connection with the performance by such Lead
Bank of services for other companies, and no Lead Bank will furnish any such
information to other companies. You also acknowledge that no Lead Bank has any
obligation to use in connection with the transactions contemplated by this
Commitment Letter, or to furnish to you, confidential information obtained from
other companies.