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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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based on the debt of the Avalon borrowers and their subsidiaries. The interest
rate margins for the Avalon credit facilities are as follows:
     - with respect to the revolving loan facility, the margin ranges from 1.0%
       to 1.875% for Eurodollar loans and from 0.0% to 0.875% for base rate
       loans; and
     - with respect to term loan B, the margin ranges from 2.50% to 2.75% for
       Eurodollar loans and from 1.50% to 1.750% for base rate loans.
     The Avalon credit facilities contain representations and warranties,
affirmative and negative covenants, information requirements, events of default
and financial covenants. The events of default for the Avalon credit facilities
and supplemental facility will include a cross-default provision for total debt
exceeding $20 million of the Avalon borrowers, Avalon Cable LLC and specified
subsidiaries. The financial covenants, which are generally tested on a quarterly
basis, measure performance against standards set for leverage, debt service
coverage, and operating cash flow coverage of cash interest expense.
     The Avalon credit facilities also contain a change of control provision,
making it an event of default, and permitting acceleration of the debt, in the
event that Mr. Allen, including his estate, heirs and other related entities,
fails to maintain a 25% direct or indirect voting and economic interest in the
Avalon borrowers.
     Various negative covenants place limitations on the ability of the Avalon
borrowers and their subsidiaries to, among other things:
     - incur debt;
     - pay dividends;
     - incur liens;
     - make acquisitions;
     - make investments or asset sales; or
     - enter into transactions with affiliates.
     Distributions by Avalon borrowers under the new credit facilities to pay
interest on certain indebtedness of Avalon Cable LLC are generally permitted,
except during the existence of a default under the Avalon credit facilities.
     BRESNAN CREDIT FACILITIES.   In connection with its acquisition of Bresnan,
we intend to assume and amend the existing Bresnan credit facilities. We cannot
assure you that we will be able to do this. If Charter Communications Holding
Company assumes and amends these facilities, it will attempt, as it has
succeeded with respect to Falcon, to renegotiate the terms of such indebtedness
on terms substantially similar or identical to the terms of the senior credit
facilities for Charter Operating and increase borrowing availability. In the
event it is unable to do so, it will refinance such indebtedness and repay all
borrowings outstanding under these credit facilities. However, we cannot assure
you that Charter Communications Holding Company will be successful in its effort
to assume and amend or to refinance any of such existing senior indebtedness.