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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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<PAGE>   19

      Annex I to Term Sheet

                            Interest and Certain Fees

Interest                            Rate Options: The Borrowers may elect that
                                    the Loans comprising each borrowing bear
                                    interest at a rate per annum equal to the
                                    ABR plus the Applicable Margin or the
                                    Eurodollar Rate plus the Applicable Margin,
                                    provided, that all Swingline Loans shall
                                    bear interest based upon the ABR.

                                    As used herein:

                                    "ABR" means the higher of (i) the rate of
                                    interest publicly announced by the
                                    Administrative Agent as its prime rate in
                                    effect (the "Prime Rate") and (ii) the
                                    federal funds effective rate from time to
                                    time plus 0.5%.

                                    "Applicable Margin" means the rate
                                    determined pursuant to the pricing grid set
                                    forth below:

                                            Margin for        Applicable       Applicable        Applicable
                                            Eurodollar      Margin for ABR     Margin for      Margin for ABR
   Leverage Ratio                              Loans            Loans          Eurodollar      Loans (Term B
                                            (Revolving        (Revolving      Loans (Term B        Loans)
                                              Loans)            Loans)           Loans)
<S>                                         <C>             <C>               <C>              <C>   
Greater than or Equal to 6.00 to 1.00         1.875%           0.875%            2.750%           1.750%

Greater than or Equal to 5.50 to 1.00         1.625%           0.625%            2.750%           1.750%

Less than 6.00 to 1.00

Greater than or Equal to 5.00 to 1.00         1.500%           0.500%            2.750%           1.750%

Less than 5.50 to 1.00

Greater than or Equal to 4.50 to 1.00         1.375%           0.375%            2.500%           1.500%

Less than 5.00 to 1.00

Greater than or Equal to 4.00 to 1.00         1.250%           0.250%            2.500%           1.500%

Less than 4.50 to 1.00

Less than 4.00 to 1.00                        1.000%           0.000%            2.500%           1.500%

                                    With respect to the pricing grid, (i)
                                    pricing corresponding to a Leverage Ratio of
                                    less than 6.00 to 1.0 will not be available
                                    until the date (the "Adjustment Date") on
                                    which financial statements have been
                                    delivered in respect of the fiscal quarter
                                    ending March 31, 2000 and (ii) while an
                                    event of default is in existence, pricing
                                    shall revert to the highest grid rates.

                                    "Eurodollar Rate" means the rate (adjusted
                                    for statutory reserve requirements for
                                    eurocurrency liabilities) for eurodollar
                                    deposits for a period equal to one, two,
                                    three or six months (or twelve months, with
                                    consent of all Lenders), as selected by the
                                    Borrowers, appearing on Page 3750 of the Dow
                                    Jones Markets screen.