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S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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                  "First Amendment" means that certain First Amendment to Note
         Purchase and Exchange Agreement dated as of March 29, 1993 between the
         Company and the Purchasers.

                  "Subordination Agreement" means the Subordination Agreement
         dated as of March 29, 1993 among Holding, L.P., Holding, Inc., the
         Guarantors and the Purchasers.

                  "Cablevision Subordinated Notes" means any 12-5/8%
         Subordinated Notes due December 31, 1995 and/or 12% Subordinated Notes
         due December 31, 1995 issued by Falcon Cablevision, a California
         Limited Partnership, pursuant to that certain Note Purchase and
         Exchange Agreement, dated as of September 15, 1988, with the
         Purchasers.

         There is hereby added to the Agreement a new Exhibit E which shall be
in the form of Exhibit A to this First Amendment. The Bank Credit Agreement is
set forth in Exhibit A to this First Amendment.

         9. The Agreement is amended by adding the following as Section 12.6:

                           Section 12.6 Increased Capital Adequacy Compensation.
                  If any holder of Notes shall have determined that on or after
                  the Amendment Closing Date an Insurance Regulatory Triggering
                  Event shall have occurred and, as a consequence thereof,
                  Applicable Insurance Regulations would require such holder to

                  (a) increase its contribution to any then applicable asset
         valuation reserve maintained by such holder in respect of the Notes
         over what such holder would have otherwise been required by Applicable
         Insurance Regulations to contribute to such reserve if such Insurance
         Regulatory Triggering Event shall not have occurred (any such
         incremental increase in such contribution with respect to an Insurance
         Regulatory Triggering Event is herein referred to as an "Incremental
         AVR Contribution Increase"),

                  (b) increase the contribution imputed by Applicable Insurance
         Regulations of such Notes to the risk based capital of such holder over
         what such contribution would have otherwise been imputed under
         Applicable Insurance Regulations (any such incremental increase in such
         imputed contribution with respect


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