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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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Pricing Corporation and Securities Data Corp. that Mercantile Bank shall not be
entitled to receive league table credit in connection with the Senior

                  Bank of Montreal is pleased to advise you of its commitment to
provide up to $50,000,000 of the entire $300,000,000 of Senior Facilities all
subject to the terms and conditions set forth herein. The Senior Facilities Term
Sheet sets forth the principal terms and conditions on and subject to which Bank
of Montreal is willing to make available its portion of the Senior Facilities.
It is a condition to Bank of Montreal's commitment hereunder that the portion of
the Senior Facilities not being provided by Bank of Montreal shall be provided
by the other Lenders.

                  We intend to commence syndication efforts immediately, and you
agree actively to assist us in completing a syndication satisfactory to us. Such
assistance shall include (a) your using commercially reasonable efforts to
ensure that the syndication efforts benefit materially from the existing lending
relationships of Charter and its affiliates, (b) direct contact between the
proposed Lenders and senior management and advisors of Charter and its
affiliates, (c) assistance in the preparation of a Confidential Information
Memorandum and other marketing materials to be used in connection with the
syndication and (d) the hosting, with us, of one or more conference calls or
meetings with prospective Lenders.

                  Bank of Montreal will manage all aspects of the syndication,
including decisions as to the selection of institutions to be approached and
when they will be approached, when their commitments will be accepted, which
institutions will participate, the allocations of the commitments among the
Lenders and the amount and distribution of fees among the Lenders, in each case
in consultation with you. To assist us in our syndication efforts, you have
provided to us on or prior to the date hereof certain information (including
financial information and financial projections (as supplemented in the manner
referred to in this sentence, such financial projections are referred to herein
as the "PROJECTIONS")) with respect to the cable systems (collectively, the
"SYSTEMS") currently owned by the Borrowers and the transactions contemplated
hereby, and you hereby agree promptly to prepare and provide to us all
additional information with respect thereto as Bank of Montreal may reasonably
request in connection with the arrangement and syndication of the Senior
Facilities. You hereby represent and covenant that (a) all information other
than the Projections (the "INFORMATION") that has been or will be made available
to any of us by you or any of your representatives, as supplemented from time to
time prior to the Closing Date (as defined in the Senior Facilities Term Sheet),
shall be complete and correct in all material respects and does not or will not,
as so supplemented, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements contained
therein not materially misleading in light of the circumstances under which such
statements are made and (b) the Projections that have been or will be made
available to any of us by you or any of your representatives have been or will
be prepared in good faith based upon reasonable assumptions, it being recognized
by Bank of Montreal that the Projections are not to be viewed as fact and that
actual results during the period or periods covered by the Projections may
differ from the projected results set forth therein by a material amount. You
understand that in arranging and syndicating the Senior Facilities Bank of
Montreal may use and rely on the Information and Projections without independent
verification thereof.