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S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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                                                                Exhibit 10.18(d)

                        THIRD AMENDMENT TO NOTE PURCHASE
                             AND EXCHANGE AGREEMENT


         This THIRD AMENDMENT (this "Third Amendment") is made as of this 28th
day of December, 1995, between Falcon Telecable, a California limited
partnership (the "Company"), AUSA Life Insurance Company, Inc. and MONY Life
Insurance Company of America (the "Purchasers").

         WHEREAS, by a Note Purchase and Exchange Agreement dated as of October
21, 1991, as heretofore amended, (the "Agreement"), between the Company and The
Mutual Life Insurance Company of New York and MONY Life Insurance Company of
America, the Company issued its 11.56% Series A Subordinated Notes due March 31,
2001 and its 11.56% Series B Subordinated Notes due March 31, 2001
(collectively, the "Notes"); and

         WHEREAS, the Purchasers are the holders of the entire outstanding
principal amount of the Notes; and

         WHEREAS, the Company and the Purchasers wish to amend the Agreement as
set forth below.

         NOW, THEREFORE, in consideration of the mutual covenants set out
herein, the parties hereto agree as follows:

         1.       Section 7 of the Agreement is amended as follows:

                  a.       Section 7.19 is amended to read as follows:

                           "7.19 Compliance With Bank Credit Agreement. The
                  Company shall comply, and shall cause the Restricted Companies

                  to comply, with each of the covenants contained in Section 7
                  of the Bank Credit Agreement (other than Sections 7.5.2 and
                  7.15) as in effect on the Third Amendment Closing Date (except
                  as such covenants may be amended pursuant to Section 7.20
                  below, other than those set forth in the immediately following
                  paragraph), a copy of which is attached hereto as Exhibit E.
                  All references therein to Lenders, Managing Agent and similar
                  Persons shall be