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CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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         to an Insurance Regulatory Triggering Event is herein referred to as an
         "Incremental RBC Contribution Increase"), and/or

                  (c) suffer the imposition of an increase in any other capital
         maintenance, capital ratio or similar requirement under Applicable
         Insurance Regulations in respect of the Notes, as an investment of such
         holder (any such increase with respect to an Insurance Regulatory
         Triggering Event is herein referred to as an "Incremental Capital
         Imposition") (with respect to any Insurance Regulatory Triggering
         Event, the Incremental AVR Contribution Increase, the Incremental RBC
         Contribution Increase and the Incremental Capital Imposition in respect
         thereof are herein referred to, in the aggregate, as the "Incremental
         Capital Adequacy Increase"),

the Company shall, upon receipt (from time to time) of a written demand from
such holder, promptly pay to such holder compensation in an amount, determined
by such holder in good faith for each Insurance Regulatory Triggering Event
occurring after the Amendment Closing Date and still subsisting at the time of
such demand, equal to the Incremental Capital Adequacy Increase in respect of
such Insurance Regulatory Triggering Event.

         In determining such compensation, such holder may use reasonable
averaging and attribution methods and may disregard adjustments for portfolio
size provided for by Applicable Insurance Regulations. A certificate of an
officer of such holder setting forth the amount of compensation to be paid to it
in respect of any demand under this Section 12.6 shall, in the absence of
manifest error, be conclusive. Any such compensation amounts not paid within 10
days of delivery of the demand in respect thereof shall bear interest at a rate
per annum of 13.56% from and including the date of delivery of such demand to
(but excluding) the date of payment, provided, that if the payment of any such
compensation amounts would cause an "event of default" in respect of the Senior
Debt or, if at the time of payment of any such compensation amounts, an "event
of default" in respect of the Senior Debt shall exist, the Company shall pay
such compensation amounts by promptly delivering, to such holder, its additional
Series B Subordinated Notes in an aggregate principal amount equal to the
aggregate of such compensation amounts, which additional Notes, contrary
provisions of this Agreement notwithstanding, shall be prepayable without

         For purposes of determining the compensation amount to be paid under
this Section 12.6, "Notes" shall mean the Notes issued hereunder and held by
such holder and any Cablevision Subordinated Notes held by such holder, provided
that the Company shall only be obligated to pay to such holder the ratable
portion of such compensation amounts based upon the principal amounts
outstanding under the Notes.