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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
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                                  interest percentage shall be reduced to 25%,
                                  (b) the failure of the Borrower to be an
                                  indirect subsidiary of Charter Communications
                                  Holding Company, LLC, (c) (i) the failure of
                                  the Borrower to be a direct wholly owned
                                  subsidiary of (x) Holdings, (y) a wholly owned
                                  subsidiary of Holdings or (z) a wholly owned
                                  subsidiary of a successor to Holdings or (ii)
                                  the failure of any such parent referred to in
                                  clause (i) above to execute and deliver a
                                  guaranty and equity pledge agreement securing
                                  the Credit Facilities within a time period to
                                  be agreed upon, or (d) a change of control as
                                  defined in the documentation governing any
                                  material indebtedness of Holdings, the
                                  Borrower or any of its subsidiaries.
Voting:                           Amendments and waivers with respect to the
                                  Credit Documentation shall require the
                                  approval of Lenders holding more than 50% of
                                  the aggregate amount of the Term Loans and
                                  Revolving Commitments (with each Lender and
                                  its related "approved funds," if any, voting
                                  as a single unit), except that (a) the consent
                                  of each Lender directly affected thereby shall
                                  be required with respect to (i) reductions in
                                  the amount or extensions of the scheduled date
                                  of amortization or maturity of any Loan, (ii)
                                  reductions in the rate of interest or any fee
                                  or extensions of any due date thereof and
                                  (iii) increases in the amount or extensions of
                                  the expiry date of any Lender's commitment and
                                  (b) the consent of 100% of the Lenders shall
                                  be required with respect to (i) modifications
                                  to any of the voting percentages and (ii)
                                  releases of material subsidiary Guarantors or
                                  all or substantially all of the collateral
                                  (other than pursuant to permitted asset

Assignments and Participations:   The Lenders shall be permitted to assign and
                                  sell participations in their Loans and
                                  commitments, subject, in the case of
                                  assignments (other than to another Lender or
                                  to an affiliate of a Lender), to the consent
                                  of the Administrative Agent and the Borrower
                                  (which consent in each case shall not be
                                  unreasonably withheld). Non-pro rata
                                  assignments shall be permitted. In the case of
                                  partial assignments (other than to another
                                  Lender or to an affiliate of a Lender), unless
                                  otherwise agreed by the Borrower and the
                                  Administrative Agent, (i) the minimum
                                  assignment amount shall be $5,000,000 and (ii)
                                  the minimum amount retained by the assigning
                                  Lender shall be $3,000,000 (with the amounts
                                  described herein being aggregated in respect
                                  of each Lender and its related "approved
                                  funds," if any). Participants shall have the
                                  same benefits as the Lenders with respect to
                                  yield protection and increased cost
                                  provisions. Voting rights of participants
                                  shall be limited to those matters set forth in
                                  clause (a) under "Voting" with respect to
                                  which the affirmative vote of the Lender from
                                  which it purchased its participation would be
                                  required. Pledges of Loans in accordance with
                                  applicable law shall be permitted without

Yield Protection:                 The Credit Documentation shall contain
                                  customary provisions (a) protecting the
                                  Lenders against increased costs or loss of
                                  yield resulting from changes in reserve, tax,
                                  capital adequacy and other requirements of law
                                  and from the imposition of or changes in
                                  withholding or other taxes and (b)
                                  indemnifying the Lenders for "breakage costs"
                                  incurred in connection with, among other
                                  things, any prepayment of a Eurodollar