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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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books unless evidenced by a written instrument of transfer, in form reasonably
satisfactory to the Company, duly executed by the registered owner in person or
by his duly authorized attorney. Subject to Section 3.4, the Company may treat
the Person in whose name any Note is registered as the holder of such Note for
all purposes of this Agreement, and the company shall not be affected by any
notice or knowledge to the contrary.

         (b) Upon surrender of any Note or Notes at its office maintained
pursuant to Section 7.1, the Company, at the request of the holder thereof,
shall execute and, in exchange therefor and upon cancellation thereof, shall
deliver, at the Company's expense (except as provided below in this Section
3.1(b)), a new Note or Notes of the same Series as the Note being surrendered
and in such denominations of not less than $100,000 or any larger integral
multiple of $1,000 as may be requested (except as may be required to reflect
payments of the principal of the Note so surrendered) and in the same aggregate
principal amount as, and dated as of the interest payment date to which interest
has been paid on, or if no interest has yet been so paid, then dated the date
of, the Note or Notes so surrendered. Each such new Note shall be payable to
such Person or Persons as such holder may request. The Company may require
payment of a sum sufficient to cover any stamp tax or Governmental charge
imposed in respect of any transfer.

         Section 3.2. Replacement of Notes. Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of any Note and (a) in the case of loss, theft, or destruction, upon
receipt by the Company of indemnity or security reasonably satisfactory to it
(except that if the holder of such Note is an insurance company or other
institution of recognized responsibility, the holder's own agreement of
indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation,
upon surrender to the Company of such mutilated Note and cancellation thereof,
the Company at its expense shall execute and deliver in lieu thereof of a new
Note of the same Series and of like tenor, in the same unpaid principal amount
as the Note being replaced and dated as of the date to which interest has been
paid on such Note, or, if no interest has yet been so paid, then dated the date
of such Note and registered in the same manner as the Note being replaced.

         Section 3.3. Delivery Expenses. If any Note shall be required to be
presented to the Company pursuant to this Agreement, the Company will pay the
cost of delivering to or from the holder's home office or offices from or to the
Company, insured to the holder's satisfaction, the Note so presented and any
Note issued in substitution or replacement for the Note so presented.