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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 11

           COST AND
           YIELD PROTECTION         The Lenders will receive cost and yield
                                    protection customary for facilities and
                                    transactions of this type, including, but
                                    not limited to, LIBOR break funding costs,
                                    taxes (including but not limited to gross-up
                                    provisions for withholding taxes imposed by
                                    the United States or any State thereof as a
                                    result of a change in law, and income taxes
                                    associated with all gross-up payments),
                                    changes in capital requirements, guidelines
                                    or policies or their interpretation or
                                    application, illegality, change in
                                    circumstances, reserves and other provisions
                                    deemed necessary by the Lenders to provide
                                    customary protection for U.S. and non-U.S.
                                    financial institutions.