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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
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                  Bank of Montreal agrees to keep confidential all non-public
information provided to it by you pursuant to the transactions described herein
that is designated by you as confidential; provided that the foregoing shall not
prevent Bank of Montreal from disclosing any such information (a) on a
confidential basis, to any prospective Lender or any affiliate of any
prospective Lender, (b) to the officers, agents and advisors of Bank of Montreal
who are directly involved in the consideration of this matter, (c) to rating
agencies in connection with the rating of the Senior Facilities or (d) as may be
compelled in a judicial or administrative proceeding or as otherwise required by
law or by regulatory authorities (in which case Bank of Montreal agrees to
inform you prior thereto). We understand that you have asked us to regard as
confidential all non-public information previously provided to Bank of Montreal,
other than general information regarding the cable television industry.

                  The compensation, reimbursement, indemnification and
confidentiality provisions contained herein and in the Fee Schedule shall remain
in full force and effect regardless of whether definitive financing
documentation shall be executed and delivered and notwithstanding the
termination of this Commitment Letter or any of the commitments hereunder,
provided that the immediately preceding paragraph shall be superseded by the
definitive documentation for the Senior Facilities.

                  If the foregoing correctly sets forth our agreement, please
indicate your acceptance of the terms hereof and of the Senior Facilities Term
Sheet and the Fee Schedule by returning to us executed counterparts hereof, not
later than 5:00 p.m., New York City time, on September 30, 1999. This offer will
automatically expire at such time in the event we have not received such
executed counterparts in accordance with the immediately preceding sentence.