CHARTER COMMUNICATIONS, INC.
OCTOBER 15, 1999
severally liable for the obligations and liabilities of Charter under this
Commitment Letter (including Annex A and Annex B) upon the consummation of the
Acquisition. The obligations and liabilities of Charter under Annex A to this
Commitment Letter and pursuant to Section 1 of the Fee Letter shall terminate
when the Acquisition has been consummated and Falcon has expressly assumed such
obligations and liabilities.
8. Additional Matters. Except as provided in Section 7 above, you may not assign
any of your rights or be relieved of any of your obligations hereunder without
the prior written consent of each of the Lenders. As you know, each of the
Lenders is a full service securities firm and as such may from time to time
effect transactions, for its own account or the account of customers, and hold
positions in securities or options on securities of Charter, Falcon, and their
subsidiaries and other companies that may be the subject of this arrangement. In
addition, the Administrative Agent may employ the services of its affiliates in
providing certain services hereunder and may exchange with such affiliates
information concerning Charter, Falcon, and their subsidiaries and other
companies that may be the subject of this arrangement. Nothing in this
Commitment Letter shall be construed to render this Commitment an "investment"
of West Street Fund I, L.L.C. under the terms of the ERISA "Plan Assets"
9. Supercedes Prior Agreement. This amended and restated Commitment Letter
supercedes that certain commitment letter dated October 15, 1999 between GSCP
The Lenders' commitment hereunder shall terminate 120 days from the date hereof
unless the closing of the Bridge Loans, on the terms and subject to the
conditions contained herein, shall have been consummated.