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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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                                    EXHIBIT E

                          EXCHANGE AGREEMENT TERM SHEET

Certain definitions                 Charter LLC: the limited liability company
                                    formed to acquire the Sellers' partnership
                                    interests in Falcon Communications, L.P. and
                                    to hold all of Charter's other cable
                                    television systems.

                                    PublicCo: the entity through which Charter
                                    effects an initial public offering of
                                    indirect equity interests in Charter LLC,
                                    and its successors.

Right to exchange interests         Any holder of a membership interest in
                                    Charter LLC will have the right at any time
                                    (subject to the conditions specified in
                                    "Conditions to exchange" below) to exchange
                                    all or part of its membership interest in
                                    Charter LLC for shares of PublicCo common
                                    stock.

                                    The shares of PublicCo common stock received
                                    in the exchange would be:

                                    -        of the same class as the shares of
                                             PublicCo common stock that are
                                             publicly traded

                                    -        duly authorized, validly issued,
                                             fully paid, and nonassessable

                                    -        freely tradable and transferable,
                                             subject only to restrictions
                                             imposed by applicable securities
                                             laws

                                    -        "Registrable Securities" at the
                                             time of their issuance for purposes
                                             of the Registration Rights
                                             Agreement to be entered into
                                             pursuant to the Purchase Agreement


Conditions to exchange              A holder's right to exchange its membership
                                    interest in Charter LLC for PublicCo's
                                    common stock would be conditioned on the
                                    holder's execution and delivery to PublicCo
                                    of such investment representations and other
                                    undertakings as are customarily given by
                                    persons acquiring securities in a private
                                    placement.

                                    In addition, if PublicCo reasonably
                                    determines that, notwithstanding such
                                    investment representations and other
                                    undertakings, its issuance of common stock
                                    in exchange for any holder's membership
                                    interest in Charter LLC must be registered
                                    under the Securities Act, then, in lieu of
                                    issuing common stock in exchange for such
                                    membership interest, PublicCo will purchase
                                    or cause to be purchased such membership
                                    interest for a purchase price in cash equal
                                    to the value thereof, as determined under