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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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                           Consolidated Annualized Cash Flow to Consolidated Pro
                  Forma Debt Service. As of the last day of each month,
                  Consolidated Annualized Cash Flow for the period of three
                  consecutive months ended on such date shall exceed the
                  following percentage of Consolidated Pro Form Debt Service for
                  the period of twelve consecutive months beginning immediately
                  after such date: (a) prior to July 1, 1998, 115% and (b) July
                  1, 1998 and thereafter, 105%.

                           Consolidated Cash Flow Plus Cash and Cash Equivalents
                  to Consolidated Fixed Charges. As of the last day of each
                  month commencing March 31, 1994, the sum of (a) Consolidated
                  Cash Flow for the period of 12 consecutive months ended on
                  such date plus (b) the lesser of (i) cash and Cash Equivalents
                  owned by the Restricted Companies as of such date determined
                  in accordance with GAAP on a Consolidated basis or (ii)
                  $1,000,000 shall exceed 100% of Consolidated Fixed Charges for
                  such period.

         3. Section 7 of the Agreement (other than Sections 7.18, 7.19, 7.20 and
7.21) is deleted, without affecting the numbering of any other Sections.

         4. Section 7 of the Agreement is amended by adding the following as
Sections 7.20 and 7.21:

                           7.20 Amendments to Bank Credit Agreement and Bank
                  Pledge Agreement. The Company shall not enter into or consent
                  to any amendment or waiver of the terms of the Bank Credit
                  Agreement, the Bank Obligations or the Bank Pledge Agreement
                  which would materially interfere with the ability of the
                  Company to pay the principal, interest and premium on the
                  Notes when due and payable.

                           7.21 Execution of Guaranty and Subordination
                  Agreements. In the event that any Person shall become
                  obligated as a borrower or guarantor in respect of any of the
                  Bank Obligations after the Amendment Closing Date, the Company
                  shall cause such Person to execute and deliver to the holders
                  of the Notes (a) a guaranty of the obligations


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