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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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     after the time of issue of the Prospectus, upon your request but at the
     expense of such Underwriter, to prepare and deliver to such Underwriter as
     many copies as you may request of an amended or supplemented Prospectus
     complying with Section 10(a)(3) of the Act;

          (d) To make generally available to its securityholders as soon as
     practicable, but in any event not later than eighteen months after the
     effective date of the Registration Statement (as defined in Rule 158(c)
     under the Act), an earnings statement of the Company and its subsidiaries
     (which need not be audited) complying with Section 11(a) of the Act and the
     rules and regulations thereunder (including, at the option of the Company,
     Rule 158);

          (e) During the period beginning from the date hereof and continuing to
     and including the date 180 days after the date of the Prospectus, the
     Company and Holding will not offer, sell, contract to sell or otherwise
     dispose of, except as provided hereunder and under the International
     Underwriting Agreement, any securities of the Company or Holding that are
     substantially similar to the Shares, including but not limited to any
     securities that are convertible into or exchangeable for, or that represent
     the right to receive, Stock or Class B Stock or any such substantially
     similar securities (other than pursuant to employee stock option plans
     existing on, or upon the conversion or exchange of convertible or
     exchangeable securities outstanding as of, the date of this Agreement), or
     file any registration statement under the Act (other than a registration
     statement on Form S-8 covering Stock that may issued pursuant to the
     exercise of options under Holding's option plan described in the
     Prospectus, or, registration statements on Form S-1 covering resales of
     Stock that may be issued to persons or entities receiving Stock or
     Membership Units in connection with the Rifkin, Falcon and Bresnan
     acquisitions, as described in the Prospectus) or enter into hedging
     transactions with respect to any of the foregoing, without your prior
     written consent, except that this Section 5(e) shall not prevent the
     Company or Holding from offering and selling convertible debt, convertible
     preferred or other equity securities to finance a portion of the purchase
     price for Bresnan Communications Limited Partnership;

           (f) To furnish to its stockholders as soon as practicable after the
      end of each fiscal year an annual report (including a balance sheet and
      statements of income, stockholders' and members' equity and cash flows of
      the Company and its consolidated subsidiaries certified by independent
      public accountants) and, as soon as practicable after the end of each of
      the first three quarters of each fiscal year (beginning with the fiscal
      quarter ending after the effective date of the Registration Statement), to
      make available to its stockholders consolidated summary financial
      information of the Company and its subsidiaries for such quarter in
      reasonable detail;

           (g) During a period of three years from the effective date of the
      Registration Statement, to furnish to you copies of all reports or other
      communications (financial or other) furnished to stockholders of the
      Company; and to deliver to you as soon as they are available, copies
      of any reports and financial statements furnished to or filed with the
      Commission or