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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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                                  cable systems (including through purchases of
                                  100% of the equity interests of any entity
                                  whose assets consist of cable systems), in
                                  each case subject to pro forma compliance with
                                  the financial covenants (provided that such
                                  limit will not apply if either (i) both before
                                  and after giving effect to an acquisition, the
                                  Interest Coverage Ratio is greater than 1.75
                                  to 1 or (ii) the relevant acquisition is
                                  financed with the proceeds of a capital
                                  contribution made directly or indirectly by
                                  Paul G. Allen).

                                  (g) So long as no default shall be in
                                  existence or would result therefrom, the
                                  Borrower may make distributions to any direct
                                  or indirect parent of the Borrower for the
                                  purpose of paying interest on any notes issued
                                  by such parent (to the extent required to be
                                  paid in cash) so long as (i) the net proceeds
                                  thereof were used by such parent to make
                                  investments in affiliates that operate
                                  businesses comparable to those in which the
                                  Borrower is engaged and (ii) after giving
                                  effect to any such dividend, the Interest
                                  Coverage Ratio is greater than 1.75 to 1.0
                                  (provided that this clause (ii) shall not be
                                  applicable if the proceeds of such notes were
                                  contributed to the Borrower).

                                  (h) So long as no default shall be in
                                  existence or would result therefrom, the
                                  Borrower may make distributions for any
                                  purpose so long as, after giving effect to any
                                  such dividend, the Leverage Ratio is less than
                                  4.0 to 1.0.

                                  (i) So long as no default shall be in
                                  existence or would result therefrom, the
                                  Borrower may pay, or may make distributions to
                                  Holdings to pay, up to 1.0% of the aggregate
                                  enterprise value of permitted Investments to
                                  certain affiliates.

                                  (j) So long as no default shall be in
                                  existence or would result therefrom, up to
                                  3.50% of annual revenues may be paid by the
                                  Borrower in respect of management fees. The
                                  Borrower may also pay any unused amounts in
                                  subsequent years, subject to specified
                                  limitations. The Borrower's obligation to pay
                                  such management fees shall be contractually
                                  subordinated to its obligation to repay the
                                  Loans.

                                  (k) Holdings shall be permitted to incur any
                                  indebtedness, so long as such indebtedness has
                                  no scheduled amortization prior to the date
                                  that is one year after the final maturity of
                                  the Credit Facilities.

Events of Default:                Nonpayment of principal when due; nonpayment
                                  of interest, fees or other amounts after a
                                  grace period to be agreed upon; material
                                  inaccuracy of representations and warranties;
                                  violation of covenants (subject, in the case
                                  of certain affirmative covenants, to a grace
                                  period to be agreed upon); cross-default to
                                  material indebtedness; bankruptcy events;
                                  certain ERISA events; termination or
                                  suspension of material licenses; material
                                  judgments; actual or asserted invalidity of
                                  any guarantee, security document or security
                                  interest; and a Change of Control. "Change of
                                  Control" shall be defined as (a) the failure
                                  of Paul G. Allen (including his estate, heirs
                                  and certain other related entities) to
                                  maintain a 51% voting and economic interest in
                                  the Borrower, provided that, after the
                                  consummation of an initial public offering,
                                  the economic