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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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CHARTER COMMUNICATIONS, INC.
OCTOBER 15, 1999
Page 2

the negotiation, execution and delivery of definitive documentation, including,
without limitation, a bridge loan agreement (the "BRIDGE LOAN AGREEMENT"),
consistent with the terms of Annex B hereto and satisfactory to each of Falcon,
the Lenders and their counsel and the satisfaction of the terms, conditions and
covenants contained therein. The terms of this Commitment Letter are intended as
an outline of certain of the material terms of the Bridge Loans, but do not
include all of the terms, conditions, covenants, representations, warranties,
default clauses and other provisions that will be contained in the Bridge Loan
Agreement.

   
2. Fees and Expenses. The fees for these services are set forth in a separate
amended and restated fee letter (the "FEE LETTER"), entered into by the Lenders
and Charter. In addition, pursuant to an amended and restated engagement letter
(the "ENGAGEMENT Letter"), dated as of the date hereof, among Charter, Goldman,
Sachs & Co. ("GOLDMAN SACHS") and certain other entities affiliated with the
various Lenders, Charter has offered the Agents named therein the right to act
as initial purchasers, underwriters or placement agents in connection with the
sale of the Permanent Debt Securities.
    

   
3. Syndication. The Administrative Agent intends and reserves the right to
syndicate the Commitments and/or the Bridge Loans to other Lenders. The
Administrative Agent will lead the syndication, including determining the timing
of all offers to potential Lenders and the acceptance of commitments, any title
of agent or similar designations awarded to Lenders, the amounts offered and the
compensation provided to each Lender from the amounts to be paid to the
Administrative Agent pursuant to the terms of this Commitment Letter and the Fee
Letter. The Administrative Agent will determine the identity of any entities
that become Lenders after the date hereof and the final commitment allocations
subject to the consent of Charter, which will not be unreasonably withheld, and
will notify Charter of such determinations. Pursuant to the syndication process
described herein, the rights and obligations of each Lender, including the right
and obligation to make any Bridge Loan, may (with the consent of the
Administrative Agent, in its sole discretion, prior to the Closing Date (as
defined in Annex B) such consent not to be unreasonably withheld after the
Closing Date and subject to the consent of Charter in the case of transfers to
non-affiliates, which consent will not be unreasonably withheld) be assigned by
such Lender, in whole or in part, to any other bank, financial institution or
other investor and upon such assignment, the assignee shall become a Lender
hereunder and the assigning Lender will be relieved from all obligations with
respect to any Commitment assigned. To ensure an orderly and effective
syndication of the Bridge Loans, you agree that, from the closing of the
Acquisition until the later of the termination of the syndication as determined
by the Administrative Agent and 90 days following the date of initial funding
under the Bridge Loans, Charter will not permit Falcon or any of its
subsidiaries to, and Falcon will not, syndicate or issue, attempt to syndicate
or issue, announce or authorize the announcement of the syndication or issuance
of, or engage in discussions concerning the syndication or issuance of, any debt
facility or debt or preferred equity security (other than the Bridge Loans),
including any renewals or refinancings of any existing debt facility or debt or
preferred equity security, without the prior written consent of the
Administrative Agent. You also agree that the Administrative Agent shall be
entitled, but not obligated, after consultation with you, to change the terms,
conditions, pricing and/or structure of the Bridge Loans if the Administrative
Agent determines in its discretion that such changes are advisable to insure the
successful syndication of all of the Bridge Loans; provided that the total
amount of the Bridge Loans remains unchanged. The Lenders acknowledge that
neither Charter nor Falcon has any obligation to utilize the financing offered
hereby and can terminate this Commitment Letter at