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CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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                                  contractual or other restrictions of a
                                  material nature that would be violated by the
                                  financings contemplated hereby.
                                  (i) The Borrower shall have delivered such
                                  legal opinions, documents and other
                                  instruments as are customary for transactions
                                  of this type.

On-Going Conditions:              The making of each extension of credit shall
                                  be conditioned upon (a) the accuracy in all
                                  material respects of all representations and
                                  warranties in the documentation (the "Credit
                                  Documentation") with respect to the Credit
                                  Facilities (including, without limitation, the
                                  material adverse change and litigation
                                  representations) and (b) there being no
                                  default or event of default in existence at
                                  the time of, or after giving effect to the
                                  making of, such extension of credit. As used
                                  herein and in the Credit Documentation a
                                  "material adverse change" shall mean any
                                  event, development or circumstance that has
                                  had or could reasonably be expected to have a
                                  material adverse effect on (a) the business,
                                  operations, property or condition (financial
                                  or otherwise) of the Borrower and its
                                  subsidiaries taken as a whole or (b) the
                                  validity or enforceability of any material
                                  provision of the Credit Documentation or the
                                  rights and remedies of the Administrative
                                  Agent and the Lenders thereunder.

VI.   Certain Documentation       The Credit Documentation shall contain
      Matters                     representations, warranties, covenants and
                                  events of default customary for financings of
                                  this type and other terms deemed appropriate
                                  by the Lenders, including, without limitation:

Representations and Warranties:   Financial statements (including pro forma
                                  financial statements); absence of material
                                  undisclosed liabilities; no material adverse
                                  change; existence; material compliance with
                                  law; power and authority; enforceability of
                                  Credit Documentation; no conflict with law or
                                  material contractual obligations; no material
                                  litigation; no default; ownership of property;
                                  liens; intellectual property; taxes; Federal
                                  Reserve regulations; ERISA; Investment Company
                                  Act; subsidiaries; environmental matters;
                                  solvency; labor matters; year 2000 matters;
                                  accuracy of disclosure; and creation and
                                  perfection of security interests.

Affirmative Covenants:            Delivery of quarterly financial statements,
                                  reports, annual accountants' "no default"
                                  certificate, accountants' letters (if
                                  submitted), annual budget, officers'
                                  certificates and other information requested
                                  by the Lenders; payment of other obligations;
                                  continuation of business and maintenance of
                                  existence and material rights and privileges;
                                  compliance with laws and material contractual
                                  obligations; maintenance of property and
                                  insurance; maintenance of books and records;
                                  right of the Lenders to inspect property and
                                  books and records; notices of defaults,
                                  litigation and other material events; material
                                  compliance with environmental laws; further
                                  assurances (including, without limitation,
                                  with respect to security interests in
                                  after-acquired equity interests and
                                  intercompany obligations); and agreement to
                                  obtain interest rate protection to the extent
                                  necessary to provide that at least 50% of the
                                  principal amount of term indebtedness of
                                  Holdings and its subsidiaries is effectively
                                  subject to a fixed rate, on