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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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           (g) On the date of the Prospectus at a time prior to the execution of
      this Agreement, at 9:30 a.m., New York City time, on the effective date of
      any post-effective amendment to the Registration Statement filed
      subsequent to the date of this Agreement and also at each Time of
      Delivery, each of Arthur Andersen LLP, KPMG LLP, Ernst & Young LLP and
      PricewaterhouseCoopers LLP shall have furnished to you a letter or
      letters, dated the respective dates of delivery thereof, in form and
      substance satisfactory to you, to the effect set forth in Annex I hereto
      (the executed copy of the letters delivered prior to the execution of this
      Agreement are attached as Annex I(a) hereto and a draft of the form of
      letters to be delivered on the effective date of any post-effective
      amendment to the Registration Statement and as of each Time of Delivery is
      attached as Annex I(b) hereto);

           (h) (i) None of the Company, Holding or any of Holding's subsidiaries
      shall have sustained since the date of the latest audited financial
      statements included in the Prospectus any loss or interference with its
      business from fire, explosion, flood or other calamity, whether or not
      covered by insurance, or from any court or governmental action, order or
      decree, otherwise than as set forth or contemplated in the Prospectus, and
      (ii) since the respective dates as of which information is given in the
      Prospectus there shall not have been any change in the capital stock,
      limited liability company interests or long-term debt of the Company,
      Holding or any of Holding's subsidiaries or any change, or any development
      involving a prospective change, in or affecting the general affairs,
      management, financial position, stockholders' or members' equity, or
      results of operations of the Company, Holding and Holding's subsidiaries,
      otherwise than as set forth or contemplated in the Prospectus, the effect
      of which, in any such case described in clause (i) or (ii), is in the
      judgment of the Representatives so material and adverse as to make it
      impracticable or inadvisable to proceed with the public offering or the
      delivery of the Shares being delivered at such Time of Delivery on the
      terms and in the manner contemplated in the Prospectus;

          (i) On or after the date hereof (i) no downgrading shall have occurred
     in the rating accorded the debt securities of any of Holding's subsidiaries
     by any "nationally recognized statistical rating organization", as that
     term is defined by the Commission for purposes of Rule 436(g)(2) under the
     Act, and (ii) no such organization shall have publicly announced that it
     has under surveillance or review, with possible negative implications, its
     rating of any of the debt securities of any of Holding's subsidiaries;

          (j) On or after the date hereof there shall not have occurred any of
     the following: (i) a suspension or material limitation in trading in
     securities generally on Nasdaq; (ii) a suspension or material limitation in
     trading in the Company's securities on Nasdaq; (iii) a general moratorium
     on commercial banking activities declared by either Federal or New York
     State authorities; or (iv) the outbreak or escalation of hostilities
     involving the United States or the declaration by the United States of a
     national emergency or war, if the effect of any such event specified in
     this clause (iv) in the judgment of the Representatives makes it