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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 6

                                     ANNEX A


In the event that any of the Lenders or the Administrative Agent (each, an
"INDEMNIFIED PARTY") becomes involved in any capacity in any action, proceeding
or investigation brought by or against any person, including stockholders of
Charter in connection with or as a result of either this arrangement or any
matter referred to in this Commitment Letter or the Fee Letter (together, the
"LETTERS"), Charter periodically will reimburse such Indemnified Party for its
legal and other expenses (including the cost of any investigation and
preparation) incurred in connection therewith; provided, however, that if it is
found in any such action, proceeding or investigation that any loss, claim,
damage, or liability of an Indemnified Party has resulted from the gross
negligence, willful misconduct or bad faith of such Indemnified Party in
performing the services that are the subject of this letter, such Indemnified
Party will repay such portion of the reimbursed amounts that are attributable to
expenses incurred in relation to the act or omission of such Indemnified Party
that is the subject of such finding. Charter also will indemnify and hold each
Indemnified Party harmless against any and all losses, claims, damages or
liabilities to any such person in connection with or as a result of either this
arrangement or any matter referred to in the Letters except to the extent that
any such loss, claim, damage or liability results from the gross negligence,
willful misconduct or bad faith of such Indemnified Party in performing the
services that are the subject of the Letters. If for any reason the foregoing
indemnification is unavailable to any Indemnified Party or insufficient to hold
it harmless, then Charter shall contribute to the amount paid or payable by such
Indemnified Party as a result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect the relative economic interests of
Charter and its stockholders on the one hand and such Indemnified Party on the
other hand in the matters contemplated by the Letters as well as the relative
fault of Charter, on the one hand, and such Indemnified Party, on the other
hand, with respect to such loss, claim, damage or liability and any other
relevant equitable considerations. The reimbursement, indemnity and contribution
obligations of Charter under this paragraph shall be in addition to any
liability which Charter may otherwise have, shall extend upon the same terms and
conditions to any affiliate of any Indemnified Party and the partners,
directors, agents, employees and controlling persons (if any), as the case may
be, of such Indemnified Party and any such affiliate, and shall be binding upon
and inure to the benefit of any successors, assigns, heirs and personal
representatives of Charter, such Indemnified Party, any such affiliate and any
such person. Charter also agrees that neither any Indemnified Party nor any of
such affiliates, partners, directors, agents, employees or controlling persons
shall have any liability to Charter, any person asserting claims on behalf of or
in right of Charter, or any other person in connection with or as a result of
either this arrangement or any matter referred to in the Letters except to the
extent that any losses, claims, damages, liabilities or expenses incurred by
Charter, result from the gross negligence, willful misconduct or bad faith of
such Indemnified Party in performing the services that are the subject of the
Letters; provided, however, that in no event shall such Indemnified Party or
such other parties have any liability for any indirect, consequential or
punitive damages in connection with or as a result of such Indemnified Party's
or such other parties' activities related to the Bridge Loans. ANY RIGHT TO
TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING IN CONNECTION
WITH OR AS A RESULT OF EITHER THIS ARRANGEMENT OR ANY MATTER REFERRED TO IN THE
LETTERS IS HEREBY WAIVED BY THE PARTIES HERETO. THE PROVISIONS OF THIS ANNEX A
SHALL SURVIVE ANY TERMINATION OR