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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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agreement became operative. Under the revised management agreement, Charter
Investment, Inc. has agreed to manage the operations of the cable television
systems owned by Charter Operating's subsidiaries, as well as any cable
television systems Charter Operating may subsequently acquire in the future. The
term of the revised management agreement is ten years.
     The revised management agreement provides that Charter Operating will pay
Charter Investment, Inc. a management fee equal to its actual costs to provide
these services and a management fee of 3.5% of gross revenues. Gross revenues
include all revenues from the operation of Charter Operating's cable systems,
including, without limitation, subscriber payments, advertising revenues, and
revenues from other services provided by Charter Operating's cable systems.
Gross revenues do not include interest income or income from investments
unrelated to our cable systems.
     Payment of the management fee to Charter Investment, Inc. is permitted
under our current credit facilities, but ranks below our payment obligations
under our current credit facilities. In the event any portion of the management
fee due and payable is not paid by Charter Operating, it is deferred and accrued
as a liability. Any deferred amount of the management fee will bear interest at
the rate of 10% per annum, compounded annually, from the date it was due and
payable until the date it is paid. As of June 30, 1999, no interest had been
     The management fee is payable to Charter Investment, Inc. quarterly in
arrears. If the current management agreement is terminated, Charter Investment,
Inc. is entitled to receive the fee payable for an entire quarter, even if
termination occurred before the end of that quarter. Additionally, Charter
Investment, Inc. is entitled to receive payment of any deferred amount.
     Pursuant to the terms of the revised management agreement, Charter
Operating has agreed to indemnify and hold harmless Charter Investment, Inc. and
its shareholders, directors, officers and employees. This indemnity extends to
any and all claims or expenses, including reasonable attorneys' fees, incurred
by them in connection with any action not constituting gross negligence or
willful misconduct taken by them in good faith in the discharge of their duties
to Charter Operating.
     The total management fees, including expenses, earned by Charter
Investment, Inc. under all management agreements were as follows:

                                                                         TOTAL FEES
YEAR                                                        FEES PAID      EARNED
----                                                        ---------    ----------
                                                                (IN THOUSANDS)
<S>                                                         <C>          <C>
Six Months Ended June 30, 1999............................   $23,388      $20,796
Year Ended December 31, 1998..............................    17,073       27,500
Year Ended December 31, 1997..............................    14,772       20,290
Year Ended December 31, 1996..............................    11,792       15,443

     As of June 30, 1999, approximately $17.0 million remains unpaid for all
management agreements.