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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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                                                                  Exhibit 10.39 


                                                             September 29, 1999




Charter Communications Holding Company, LLC
12444 Powerscourt Drive, Suite 400
St. Louis, Missouri 63131

Attention:  Eloise Engman

                  Re: Proposed Financing

Ladies and Gentlemen:

                  Charter Communications Holding Company, LLC ("CHARTER") has
advised Bank of Montreal, Chicago Branch ("BANK OF MONTREAL") that in connection
with Charter's acquisition (the "ACQUISITION") of all of the membership
interests in Avalon Cable LLC, a Delaware limited liability company
("HOLDINGS"), which in turn owns all of the membership interests in Avalon Cable
of New England LLC, a Delaware limited liability company ("AVALON NEW ENGLAND"),
and Avalon Cable of Michigan LLC, a Delaware limited liability company ("AVALON
MICHIGAN"; jointly and severally with Avalon New England (or their respective
successors), the "BORROWERS"), the Borrowers wish to obtain $300,000,000 of
credit facilities (such credit facilities, as described in the Senior Facilities
Term Sheet (the "SENIOR FACILITIES TERM SHEET") attached hereto and incorporated
herein by this reference, are the "SENIOR FACILITIES"). The proceeds of the
Senior Facilities will be used in connection with the Acquisition, to pay
related fees and expenses and for other
 general purposes.

                  Bank of Montreal is pleased to advise you that it is willing
to act as the lead arranger and administrative agent (in such capacity,
"ADMINISTRATIVE AGENT") for the Lenders in respect of the Senior Facilities, and
will perform the duties and exercise the authority customarily performed and
exercised by it in such roles. Such duties shall include the use of commercially
reasonable efforts to assemble a syndicate of financial institutions other than
Bank of Montreal identified by us in consultation with you (together with Bank
of Montreal, the "LENDERS") to provide the necessary commitments for the Senior
Facilities. You agree that no other agents, co-agents or arrangers will be
appointed and no other titles will be awarded in connection with the Senior
Facilities (except as otherwise provided in the Senior Facilities Term Sheet)
unless you and we shall so agree. You further agree to promptly inform each of
Loan 


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