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CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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                                    have received all fees required to be paid,
                                    and all expenses for which invoices have
                                    been presented, on or before the Closing

                                    (d) All material governmental and third
                                    party approvals necessary in connection with
                                    the financings contemplated by the Credit
                                    Facilities shall have been obtained and be
                                    in full force and effect.

                                    (e) The Lenders shall have received (i) the
                                    audited financial statements of the
                                    Borrowers for the fiscal year ended December
                                    31, 1998 and the unaudited financial
                                    statements of the Borrowers for the fiscal
                                    quarter ended June 30, 1999 and (ii) all
                                    other available audited and unaudited
                                    financial statements for the Borrowers for
                                    the most recent fiscal quarter or fiscal
                                    year, as the case may be, for which such
                                    financial statements are available.

                                    (f) The Lenders shall have received
                                    satisfactory projections for the period from
                                    the Closing Date through the final maturity
                                    of the Term B Loans.

                                    (g) All documents and instruments required
                                    to perfect the Administrative Agent's first
                                    priority security interest in the collateral
                                    under the Credit Facilities shall have been

                                    (h) Holdings and its affiliates and
                                    subsidiaries shall not be subject to
                                    contractual or other restrictions of a
                                    material nature that would be violated by
                                    the financings contemplated hereby.

                                    (i) The Borrowers 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 Credit Documentation
                                    (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 Borrowers
                                    and their respective 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;