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SEC Filings

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     The Credit Facilities contain terms and conditions typical of those for
very large cable operators and are more flexible in certain respects than those
contained in our previous credit facilities. The Credit Facilities provide for
the amortization of the principal amount of the Tranche A term loan facility and
the reduction of the revolving loan facility over a period of eight and one-half
years but beginning after the third anniversary of the Stage One Closing. The
amortization of the principal amount of the Tranche B term loan facility is
substantially "back-ended," with more than ninety percent of the principal
balance due in the year of maturity. Any subsequently issued Incremental Term
Facility will have amortization substantially similar to that of the Tranche B
term loan. Interest rates for the Credit Facilities (after an initial period in
which interest rate margins will be fixed) depend upon performance measured by a
"leverage ratio," that is, the ratio of indebtedness to annualized operating
cash flow (i.e., last quarter's operating cash flow before management fees,
multiplied by four). This leverage ratio is based on the indebtedness of the
Borrower, the Charter Companies and the Marcus Companies, exclusive of the
outstanding Notes and other indebtedness for money borrowed by Charter Holdings.
The Credit Facilities provide the Borrower with two interest rate options: a
base rate (generally, the "prime rate" of interest) option, and an interest rate
option based on London InterBank Offered Rate ("LIBOR"). The Credit Facilities
contain representations and warranties, affirmative and negative covenants,
information requirements, events of default and financial covenants (the
financial covenants being typically tested on a quarterly basis). These
financial covenants measure performance against standards set for leverage, debt
service coverage, and operating cash flow coverage of cash interest expense. The
Credit Facilities also contain a change of control provision, making it an event
of default (and permitting acceleration of the indebtedness) in the event that
either: (a) Paul G. Allen (including his estate, heirs and certain other related
entities) fails to maintain a 51% voting and economic interest in the Borrower,
provided that after the consummation of an initial public offering by Charter
Holdings or an affiliate thereof, the economic interest percentage shall be
reduced to 35%, or (b) a "Change of Control" occurs under the Indentures.
     The various negative covenants place limitations on our ability and the
ability of our subsidiaries to, among other things, incur debt, pay dividends,
incur liens, make acquisitions, investments or asset sales, or enter into
transactions with affiliates. Distributions by the Borrower under the Credit
Facilities to Charter to pay interest on the Notes are generally permitted,
except during the existence of a default under the Credit Facilities. If the
Original Eight-Year Senior Notes and the Exchange Eight-Year Senior Notes are
not refinanced prior to six months before their maturity date the entire amount
outstanding of the Credit Facilities will become due and payable. This summary
is qualified in its entirety by reference to the credit agreement relating to
the Credit Facilities and the related documents.