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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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                                                                       EXHIBIT A

                        $1,200,000,000 CREDIT FACILITIES
                             FANCH OPERATING COMPANY

                    Summary of Proposed Terms and Conditions


         Set forth below is a summary of proposed terms and conditions for
credit facilities to be obtained by CC VI Operating, LLC (the "Borrower"), a
subsidiary of Charter Communications, Inc., in connection with the acquisition
(the "Acquisition") by a wholly owned subsidiary of the Borrower of certain
assets of TWFanch-one Co., TWFanch-two Co. and other affiliate interests (the
"Fanch Systems").

I      Parties

Borrower:                         CC VI Operating, LLC (the "Borrower").

Guarantors:                       The holding company parent of the Borrower
                                  ("Holdings") and each of the Borrower's direct
                                  and indirect domestic subsidiaries, other than
                                  foreign subsidiaries and "non-recourse"
                                  subsidiaries (collectively, the "Guarantors";
                                  the Borrower and the Guarantors, collectively,
                                  the "Loan Parties").

Joint Lead Arrangers and          Chase Securities Inc. ("CSI") and Banc of    
Joint Book Managers:              America Securities LLC ("BOA Securities") (in
                                  such capacity, the "Joint Lead Arrangers").  
                                  

Administrative Agent:             Toronto Dominion (Texas), Inc. (in such
                                  capacity, the "Administrative Agent").

Syndication Agents:               CSI and BOA Securities (in such capacity, the
                                  "Syndication Agents").

Documentation Agent:              Citibank, N.A. (in such capacity, the
                                  "Documentation Agent").

Lenders:                          A syndicate of banks, financial institutions
                                  and other entities selected in the syndication
                                  process (collectively, the "Lenders").


II     Types and Amounts of
       Facilities

       1.     Term Facilities

Amount and Tenor:                 Tranche A Term Facility: An 8-1/2 year term
                                  loan facility (the "Tranche A Term Facility")
                                  in an aggregate principal amount equal to
                                  $400,000,000 (the loans thereunder, the
                                  "Tranche A Term Loans"). The Tranche A Term
                                  Loans shall be repayable in quarterly
                                  installments in aggregate amounts for each
                                  Loan Year (expressed as a percentage of the
                                  aggregate amount borrowed) as set forth below:

                                      Loan Year                     Amount
                                      1, 2 and 3                         0%
                                              4                       10.0%
                                              5                       15.0%
                                              6                       15.0%
                                              7                       20.0%
                                              8                       25.0%
                                              8-1/2                   15.0%