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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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                                    Revolving Facility and the Incremental
                                    Facility shall be applied ratably to the
                                    respective scheduled installments and
                                    scheduled reductions (as applicable)
                                    thereof. Optional prepayments of any term
                                    loans may not be reborrowed.
                                    
Mandatory Prepayments:              Loans shall be prepaid with 100% of the net
                                    cash proceeds of any sale or other
                                    disposition (including as a result of
                                    casualty or condemnation) by the Borrowers
                                    or any of their respective subsidiaries of
                                    any assets, excluding permitted asset
                                    exchanges where no cash consideration is
                                    received, sales of inventory or obsolete or
                                    worn-out property in the ordinary course of
                                    business and certain other exceptions.
                                    Proceeds described in this paragraph shall
                                    not be required to be applied to make
                                    prepayments if (i) the Borrowers identify a
                                    potential acquisition of assets in a
                                    permitted line of business and notify the
                                    Administrative Agent in writing of such
                                    acquisition within 12 months of the relevant
                                    disposition, (ii) such identified
                                    acquisition is consummated within 18 months
                                    of such disposition, and (iii) if such net
                                    cash proceeds arise from insurance
                                    settlements, the Borrowers redeploy such net
                                    cash proceeds within 270 days of receipt.

                                    Mandatory prepayments and mandatory
                                    commitment reductions of each of the Term B
                                    Loan Facility, the Revolving Facility and
                                    the Incremental Facility shall be applied
                                    ratably to the respective scheduled
                                    installments and scheduled reductions (as
                                    applicable) thereof. Mandatory prepayments
                                    of any term loans may not be reborrowed.

IV.   Collateral                    The obligations of each Loan Party in
                                    respect of the Credit Facilities, any
                                    interest rate protection agreements in
                                    respect thereof provided by any Lender (or
                                    any affiliate of a Lender) and any letters
                                    of credit provided by any Lender (or any
                                    affiliate of a Lender) outside of the Credit
                                    Facilities (subject, in the case of such
                                    letters of credit, to the limit referred to
                                    in clause (c) under the heading "Negative
                                    Covenants" below) shall be secured by a
                                    perfected first priority security interest
                                    in all equity interests or intercompany
                                    obligations held by Holdings, the Borrowers
                                    or any of the Guarantors (limited to equity
                                    interests and intercompany obligations of
                                    the Borrowers in the case of pledges made by
                                    Holdings and 66% of the equity interests of
                                    foreign subsidiaries).

V.    Certain Conditions

Initial Conditions:                 The initial funding under the Credit
                                    Facilities shall be subject to the
                                    satisfaction of the following conditions
                                    (the date upon which such conditions are
                                    satisfied being the "Closing Date").

                                    (a) Each Loan Party shall have executed and
                                    delivered satisfactory definitive credit
                                    documentation (the "Credit Documentation").

                                    (b) The acquisition (the "Acquisition") of
                                    Holdings and the Borrowers, and of the cable
                                    systems currently owned by the Borrowers,
                                    shall have been consummated; the Borrowers
                                    shall hold all of such cable systems upon
                                    and after consummation of the Acquisition;
                                    and the debt assumed or retained by the
                                    Borrowers and their respective subsidiaries
                                    in connection therewith (other than the
                                    Senior Subordinated Notes and the Credit
                                    Facilities) shall not exceed an amount to be
                                    agreed upon.

                                    (c) The Lenders, the Administrative Agent
                                    and the Lead Arranger shall 


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