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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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                (c) printing expenses (or comparable duplication expenses),
delivery charges, and escrow fees,

                (d) fees and disbursements of counsel for Charter,

                (e) fees and expenses for independent certified public
accountants retained by Charter (including the expenses of any comfort letters
or costs associated with the delivery by independent certified public
accountants of a comfort letter or comfort letters),

                (f) fees and expenses of any special experts retained by Charter
in connection with such registration;

                (g) reasonable fees and disbursements of underwriters and
broker-dealers customarily paid by issuers or sellers of securities, and

                (h) fees and expenses of listing the Registrable Securities on a
securities exchange or over-the-counter market; and

                (i) all fees and disbursements of one counsel for all such
Selling Stockholders as a group attributable to the registration and sale of the
Registrable Securities of such Selling Stockholders included in such
registration.

            4.2 Selling Stockholder Expenses. Each Selling Stockholder shall pay
all stock transfer fees or expenses (including the cost of all transfer tax
stamps), if any, all underwriting or brokerage discounts and commissions and all
fees and disbursements of counsel for such Selling Stockholder (other than the
one counsel described in Section 4.1(i)) attributable to the distribution of the
Registrable Securities of such Selling Stockholder included in such
registration.


            4.3 Internal Expenses of Charter. Notwithstanding any other
provision of this Agreement, Charter shall be obligated to bear all internal
expenses of Charter in connection with the registration under Section 2.1
(including all salaries and expenses of its officers and employees performing
accounting and legal functions and related expenses).

         5. Indemnification.

            5.1 By Charter. Charter agrees to indemnify and hold harmless each
Stockholder Indemnified Party from and against any Losses, joint or several, to
which such Stockholder Indemnified Party may become subject under the Securities
Act, the Exchange Act, state securities or blue sky laws, common law or
otherwise, insofar as such Losses (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of a material
fact contained in the applicable Registration Statement or Prospectus, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and Charter will
reimburse each such Stockholder Indemnified Party for any reasonable fees and
expenses of outside legal counsel for such Stockholder Indemnified Parties, or
other expenses reasonably incurred by them, as incurred, in connection with
investigating or defending any such claims; provided, however, that Charter will
not indemnify


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