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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
Entire Document
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OCTOBER 15, 1999
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any time.

4. Cooperation. Charter agrees to cooperate, and to cause Falcon and its
affiliates to cooperate, with the Administrative Agent in connection with (i)
the preparation of an information package regarding the business, operations and
prospects of Falcon including, without limitation, the delivery of all
information relating to the transactions contemplated hereunder and all other
information deemed reasonably necessary by the Administrative Agent to complete
the syndication of the Commitment and/or Bridge Loans and (ii) the presentation
of such information package in lender meetings and other communications with
prospective Lenders in connection with the syndication of the Bridge Loans.
Charter agrees to make its representatives and senior management and the
representatives and senior management of Falcon reasonably available to meet
with the Lenders and prospective Lenders and rating agencies and to make
customary "road show" presentations at such locations as the Administrative
Agent may reasonably suggest. Charter and Falcon shall be solely responsible for
the contents of any such information package and presentation (other than
information concerning the Lenders and the syndication process) and acknowledge
that the Administrative Agent will be using and relying upon the information
contained in such information package and presentation without independent
verification thereof. In addition, Charter and Falcon represent and covenant
that all information provided by Charter and Falcon or its agents to the
Administrative Agent or the other Lenders in connection with the transactions
contemplated hereunder is and will be complete and correct in all material
respects and does not and will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements contained
therein, in light of the circumstances under which they were made, not
misleading. Charter and Falcon agree to supplement such information from time to
time until the Closing Date (as defined in Annex B) and, if requested by the
Administrative Agent in writing, for a reasonable period thereafter (not to
exceed six months) necessary to complete the syndication of the Bridge Loans, so
that the representations and covenants contained in the preceding sentence
remain correct.

5. Annex A. In connection with arrangements such as this, it is our policy to
receive indemnification. Charter and Falcon agree to the provisions with respect
to our indemnity and other matters set forth in Annex A which is incorporated by
reference into this Commitment Letter.

6. Confidentiality. Please note that this Commitment Letter, the Fee Letter and
any written or oral advice provided by the Lenders in connection with this
arrangement is exclusively for the information of the Board of Directors of
Charter and Falcon and may not be disclosed to any other party or circulated or
referred to publicly without the Lenders' prior written consent, except, after
providing written notice to the Administrative Agent, pursuant to a subpoena or
order issued by a court of competent jurisdiction or by a judicial,
administrative or legislative body or committee. In addition, we hereby consent
to your disclosure of such advice to your officers, directors, agents and
advisors who are directly involved in the consideration of the Bridge Loans to
the extent such persons are obligated to hold such advice in confidence and to
the filing of this Commitment Letter with the SEC and the description of this
Commitment Letter in any SEC filing.

7. Company to Become a Party. Charter agrees to cause Falcon to become jointly