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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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Stearns International Limited, Morgan Stanley & Co. International Limited,
Donaldson, Lufkin & Jenrette International, Merrill Lynch International and
Salomon Brothers International Limited are acting as lead managers. Anything
herein or therein to the contrary notwithstanding, the respective closings under
this Agreement and the International Underwriting Agreement are hereby expressly
made conditional on one another. The Underwriters hereunder and the
International Underwriters are simultaneously entering into an Agreement between
U.S. and International Underwriting Syndicates (the "Agreement between
Syndicates") which provides, among other things, for the transfer of shares of
Stock between the two syndicates. Two forms of prospectus are to be used in
connection with the offering and sale of shares of Stock contemplated by the
foregoing, one relating to the Shares hereunder and the other relating to the
International Shares. The latter form of prospectus will be identical to the
former except for the front and back cover pages and the "Underwriting" section.
Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context
may otherwise require, references hereinafter to the Shares shall include all
the shares of Stock which may be sold pursuant to either this Agreement or the
International Underwriting Agreement, and references herein to any prospectus
whether in preliminary or final form, and whether as amended or supplemented,
shall include both the U.S. and the international versions thereof.

         1. The Company and Holding, jointly and severally, represent and
warrant to, and agree with, each of the Underwriters that:

          (a) A registration statement on Form S-1 (File No. 333-83887) (the
     "Initial Registration Statement") in respect of the Shares has been filed
     with the Securities and Exchange Commission (the "Commission"); the Initial
     Registration Statement and any post-effective amendment thereto, each in
     the form heretofore delivered to you, and, excluding exhibits thereto,
     delivered to you for each of the other Underwriters, have been declared
     effective by the Commission in such form; other than a registration
     statement, if any, increasing the size of the offering (a "Rule 462(b)
     Registration Statement"), filed pursuant to Rule 462(b) under the
     Securities Act of 1933, as amended (the "Act"), which became effective upon
     filing, no other document with respect to the Initial Registration
     Statement has heretofore been filed with the Commission; and no stop order
     suspending the effectiveness of the Initial Registration Statement, any
     post-effective amendment thereto or the Rule 462(b) Registration Statement,
     if any, has been issued and no proceeding for that purpose has been
     initiated or threatened by the Commission (any preliminary prospectus
     included in the Initial Registration Statement or filed with the Commission
     pursuant to Rule 424(a) of the rules and regulations of the Commission
     under the Act is hereinafter called a "Preliminary Prospectus"; the various
     parts of the Initial Registration Statement and the Rule 462(b)
     Registration Statement, if any, including all exhibits thereto and
     including the information contained in the form of final prospectus filed
     with the Commission pursuant to Rule 424(b) under the Act in accordance
     with Section 5(a) hereof and deemed by virtue of