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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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outstanding at all times since the date of this Agreement; the Company will not
upon the execution of the Notes to be delivered on the Closing Date be in
default in the performance of any of the covenants and agreements hereunder; and
no Event of Default, or event which after lapse of time would constitute an
Event of Default, shall have occurred and be continuing on the Closing Date.

         Section 6.5. Equity Redemption. The redemption of Mutual's limited
partnership interest in the Company in accordance with the Limited Partnership
Interest Redemption Agreement dated as of October 7, 1991 between the Company
and Mutual shall have been concurrently completed.

         Section 6.6. Payment of Fees. The Company shall have paid the fee
referred to in Section 12.3(a).

         Section 6.7. Proceedings, Instruments, etc. All proceedings to be taken
in connection with the transaction contemplated by this Agreement, and all
documents incidental thereto, shall be reasonably satisfactory in form, scope
and substance to you, and you shall have received copies of all documents which
you may reasonably request in connection with said transactions and copies of
the records of all proceedings of the Company in connection therewith in form,
scope and substance reasonably satisfactory to you.

         Section 6.8. Officers' Certificate. The Company shall have delivered to
you on the Closing Date a certificate or certificates, signed by the general
partner of the Company, to the effect that the facts required to exist by
Section 6.3 and 6.4 exist on the Closing Date.

SECTION 7.        Business Covenants.

         The Company covenants and agrees that so long as any Note shall be

         Section 7.1. Payment of Notes and Maintenance of Office. The Company
will punctually pay or cause to be paid the principal and interest (and premium,
if any) to become due in respect of the Notes according to the terms thereof and
will maintain an office at 474 South Raymond Avenue, Suite 200, Pasadena,
California 91105, or such other place in the United States as it may from time
to time specify by written notice to each holder of a Note given as provided in
Section 12.1, where notices, presentments and demands in respect of this
Agreement or the Notes may be given or made upon it.