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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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Annex II To Term Sheet

Mandatory Payment of                Prior to December 1, 2003, interest on the  
Accrued Interest:                   Senior Discount Notes will accrete at an    
                                    annual rate of 11 7/8% per annum, compounded
                                    semi-annually, but will not be paid until   
                                    December 1, 2003. On December 1, 2003, the  
                                    "Issuers" (as defined in the Section        
                                    Discount Notes) will be required to redeem  
                                    an amount equal to $369.79 per $1,000       
                                    principal amount at maturity of each Senior 
                                    Discount Note then outstanding ($72,479,000,
                                    the "Accreted Interest Redemption Amount"). 
                                    The Accreted Interest Redemption Amount     
                                    represents (i) the excess of the aggregate  
                                    accreted principal amount of all Senior     
                                    Discount Notes outstanding on December 1,   
                                    2003 over the aggregate issue price thereof 
                                    less (ii) an amount equal to one year's     
                                    simple uncompounded interest on the         
                                    aggregate issue price of such Senior        
                                    Discount Notes at a rate per annum equal to 
                                    the stated interest rate on the Senior      
                                    Discount Notes.                             
Operating Cash Flow:                Operating Cash Flow for any period shall
                                    mean pre-tax income (excluding any
                                    extraordinary gains and losses) plus (a)
                                    depreciation, amortization and other
                                    non-cash charges; (b) interest expense; and
                                    (c) management fees (whether or not they are
                                    paid); minus (d) other non-cash income. For
                                    purposes of calculating the Leverage Ratio
                                    and the Senior Leverage Ratio, Operating
                                    Cash Flow shall be adjusted for acquisitions
                                    and dispositions as if such acquisitions
                                    and/or dispositions had occurred on the
                                    first day of such period.

Total Debt:                         Total Debt shall mean the sum of all
                                    indebtedness for borrowed money, guarantees
                                    and letters of credit to the extent that
                                    they support third-party indebtedness,
                                    seller paper and capitalized lease
                                    obligations of Borrowers and their
                                    subsidiaries. Total Debt does not include
                                    the Senior Discount Notes.