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SEC Filings

S-1
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1 on 07/28/1999
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information requirements, events of default and financial covenants. The
financial covenants, which are generally tested on a quarterly basis, measure
performance against standards set for leverage, debt service coverage, and
operating cash flow coverage of cash interest expense.
 
     Under most circumstances, acquisitions and investments may be made by CC
Holdings, Charter Operating or their subsidiaries without the consent of the
lenders as long as Charter Operating's operating cash flow for the four complete
quarters preceding the acquisition or investment equals or exceeds 1.75 times
the sum of its cash interest expense plus any restricted payments, on a pro
forma basis after giving effect to the acquisition or investment.
 
     The Charter Operating credit facilities also contain a change of control
provision, making it an event of default, and permitting acceleration of the
debt, in the event that either:
 
          (1) Mr. Allen, including his estate, heirs and other related entities,
     fails to maintain a 51% direct or indirect voting and economic interest in
     Charter Operating, provided that after the consummation of an initial
     public offering by CC Holdings or an affiliate of CC Holdings, the economic
     interest percentage may be reduced to 35%, or
 
          (2) a change of control occurs under the indentures governing the CC
     Holdings notes.
 
     The various negative covenants place limitations on the ability of CC
Holdings, Charter Operating and their 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 Charter Operating
under the credit facilities to CC Holdings to pay interest on the notes are
generally permitted, except during the existence of a default under the credit
facilities. If the 8.250% CC Holdings notes are not refinanced prior to six
months before their maturity date, the entire amount outstanding of the Charter
Operating credit facilities will become due and payable. This summary is
qualified in its entirety by reference to the Charter Operating credit agreement
and the related documents pertaining to the Charter Operating credit facilities.
 
CREDIT FACILITIES TO BE ASSUMED IN CONNECTION WITH OUR PENDING ACQUISITIONS
 
FALCON CABLE COMMUNICATIONS CREDIT FACILITIES
 
     On May 26, 1999, CCI entered into an agreement to purchase cable systems
from Falcon Holding Group, L.P. for approximately $2 billion in cash and
membership units in Charter Holdco and $1.6 billion in assumed debt. The assumed
debt includes the $1.15 billion senior credit facilities of Falcon Cable
Communications, LLC (the Falcon borrower). In anticipation of the closing of
this acquisition by Charter, Charter has arranged with the lenders to the Falcon
borrower to enter into an amendment and restatement of the existing credit
facilities. Unless otherwise noted, the description below gives effect to this
amendment and restatement, which becomes effective at the time of the
acquisition.
 
     On July 21, 1999, a required percentage of the lenders under the Falcon
borrower credit agreement dated June 30, 1998 agreed to amend and restate the
credit agreement, effective on the date that we close our acquisition of Falcon.
The current amount of the credit facilities is approximately $1.14 billion,
consisting of:
 
     - A revolving facility in the amount of approximately $646 million;
 
     - A term loan B in the amount of approximately $199 million; and
 
     - A term loan C in the amount of approximately $299 million.
 
     We are in the process of raising additional commitments for a permitted
supplemental revolving credit facility in the maximum amount of $350 million.
Each of the foregoing facilities amortizes beginning in the year 2003 and ending
on December 31, 2007. The obligations under these facilities are guaranteed by
the subsidiaries of Falcon borrower. The obligations under the Falcon borrower
credit facilities are secured by pledges of the ownership interests and inter-
 
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