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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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     any national securities exchange on which any class of securities of the
     Company is listed;

          (h) To use the net proceeds received by it from the sale of the Shares
     pursuant to this Agreement and the International Underwriting Agreement in
     the manner specified in the Prospectus under the caption "Use of Proceeds";

          (i) To use its best efforts to have the Shares approved for quotation
     on the Nasdaq National Market ("Nasdaq");

          (j) To file with the Commission such information on Form 10-Q or Form
     10-K as may be required by Rule 463 under the Act; and

          (k) If the Company elects to rely upon Rule 462(b), the Company shall
     file a Rule 462(b) Registration Statement with the Commission in compliance
     with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this
     Agreement; and the Company shall at the time of filing either pay to the
     Commission the filing fee for the Rule 462(b) Registration Statement or
     give irrevocable instructions for the payment of such fee pursuant to Rule
     111(b) under the Act.

           6. The Company and Holding, jointly and severally, covenant and agree
with the several Underwriters that the Company and Holding, jointly and
severally, will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's and Holding's counsel and
accountants in connection with the registration of the Shares under the Act and
all other expenses in connection with the preparation, printing and filing of
the Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, the International Underwriting
Agreement, the Agreement between Syndicates, the Selling Agreement, the Blue Sky
Memorandum, closing documents (including compilations thereof) and any other
documents in connection with the offering, purchase, sale and delivery of the
Shares; (iii) all expenses in connection with the qualification of the Shares
for offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky survey;
(iv) all fees and expenses in connection with listing the Shares on Nasdaq; (v)
the filing fees incident to, and the fees and disbursements of counsel for the
Underwriters in connection with, securing any required review by the National
Association of