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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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                                    protecting the Lenders against increased
                                    costs or loss of yield resulting from
                                    changes in reserve, tax, capital adequacy
                                    and other requirements of law and from the
                                    imposition of or changes in withholding or
                                    other taxes and (b) indemnifying the Lenders
                                    for "breakage costs" incurred in connection
                                    with, among other things, any prepayment of
                                    a Eurodollar Loan on a day other than the
                                    last day of an interest period with respect

Expenses and Indemnification:       The Borrowers shall pay (a) all reasonable
                                    out-of-pocket expenses of the Administrative
                                    Agent and the Lead Arranger associated with
                                    the syndication of the Credit Facilities and
                                    the preparation, execution, delivery and
                                    administration of the Credit Documentation
                                    and any amendment or waiver with respect
                                    thereto (including the reasonable fees,
                                    disbursements and other charges of counsel
                                    to the Administrative Agent) and (b) all
                                    out-of-pocket expenses of the Administrative
                                    Agent and the Lenders (including the fees,
                                    disbursements and other charges of one firm
                                    of counsel to the Administrative Agent and
                                    one additional firm of counsel to the
                                    Lenders) in connection with the enforcement
                                    of the Credit Documentation.

                                    The Administrative Agent, the Lead Arranger
                                    and the Lenders (and their affiliates and
                                    their respective officers, directors,
                                    employees, advisors and agents) will have no
                                    liability for, and will be indemnified and
                                    held harmless against, any losses, claims,
                                    damages, liabilities or expenses incurred in
                                    respect of the financing contemplated hereby
                                    or the use or the proposed use of proceeds
                                    thereof, except to the extent they are found
                                    by a final, non-appealable judgment of a
                                    court to arise from the willful misconduct
                                    or gross negligence of the relevant
                                    indemnified person.

Governing Law and Forum:            State of New York.

Counsel to the Administrative       O'Melveny and Myers LLP.
Agent and the Lead Arranger: