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S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
 
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     on the Amendment Closing Date (except as such covenants may be amended
     pursuant to Section 7.20 below, other than those set forth in the
     immediately following paragraph), a copy of which is attached hereto as
     Exhibit E. All references therein to Lenders, Agents and similar persons
     shall be deemed, for purposes of this Agreement, to be holders of the
     Notes."

     For purposes of this Agreement, the incorporated provisions of Sections
7.5.1, 7.5.3 and 7.5.4 of the Bank Credit Agreement (as defined in Section 11.1
of this Agreement) are amended to read as follows and shall not be subject to
amendment or modification without the consent of the holders of the Notes:

     "CONSOLIDATED TOTAL DEBT TO CONSOLIDATED ANNUALIZED OPERATING CASH FLOW."
Consolidated Total Debt shall not on any date exceed the percentage indicated
in the table below of Consolidated Annualized Operating Cash Flow for the
period of three consecutive months then most recently ended for which financial
statements have been (or are required to have been) furnished in accordance with
Section 8:


<TABLE>
<CAPTION>
Date                               Percentage
----                               ----------
<S>                                <C>
Amendment Closing Date   
     through June 29, 1999           650%
June 30, 1999 through
     December 30, 1999               600%
December 31, 1999 through
     June 29, 2000                   550%
June 30, 2000 through
     December 30, 2000               500%
December 31, 2000 and
     thereafter                      450%
</TABLE>


     "CONSOLIDATED ANNUALIZED OPERATING CASH FLOW TO CONSOLIDATED PRO FORMA DEBT
SERVICE." As of the last day of each month, Consolidated Annualized Operating
Cash Flow for the period of three consecutive months ended on such date shall
exceed 100% of Consolidated Pro Forma Debt Service for the period of twelve
consecutive months beginning immediately after such date.

     "CONSOLIDATED OPERATING CASH FLOW PLUS CASH AND CASH EQUIVALENTS TO
CONSOLIDATED TOTAL FIXED CHARGES." As of the last day of each month commencing
December 31, 2000, the sum of (a) Consolidated Operating Cash Flow for the
period of twelve consecutive months ended on such date plus (b) the lesser of
(i) cash and Cash Equivalents owned by the "Restricted Companies as of such
date determined in accordance with GAAP on a Consolidated Basis or (ii)
$2,000,000 shall exceed 95% of Consolidated Total Fixed Charges for such
period."

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