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CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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OCTOBER 15, 1999
Page 18

                              EXHIBIT 1 TO ANNEX B


Capitalized terms used herein have the meanings assigned to them in the Summary
of Terms and Conditions of Bridge Loans to which this Exhibit 1 is attached.

                                   TERM LOANS

On the Maturity Date, so long as no Conversion Default has occurred and is
continuing, the outstanding Bridge Loans will be automatically converted into
Term Loans. The Term Loans will be governed by the provisions of the Bridge Loan
Agreement and, except as expressly set forth below, will have the same terms as
the Bridge Loans.

           MATURITY                 The Term Loans will mature on the ninth
                                    anniversary of the Maturity Date.

           INTEREST RATE            The Term Loans will bear interest at a rate
                                    per annum equal to (a) the three-month
                                    London interbank offered rate, adjusted for
                                    reserves calculated on the basis of the
                                    actual number of days elapsed in a year of
                                    360 days, plus (b) the Conversion Spread (as
                                    defined below). Notwithstanding the
                                    foregoing, at no time will the interest rate
                                    in effect on the Term Loans exceed 15% per
                                    annum and to the extent that the interest
                                    payable on the Term Loans on any interest
                                    payment date is at a rate that exceeds 13%
                                    per annum, the Company will have the option
                                    to pay such excess interest by capitalizing
                                    it to principal on the Term Loans.

                                    "Conversion Spread" with respect to any Term
                                    Loans shall mean 500 basis points during the
                                    three-month period commencing on the
                                    Maturity Date and shall increase by 50 basis
                                    points per annum at the beginning of each
                                    subsequent three-month period.

                                    Notwithstanding the foregoing, after the
                                    occurrence and during the continuance of a
                                    Default or an Event of Default, interest
                                    will accrue on the Term Loans at the
                                    then-applicable rate plus 200 basis points
                                    per annum. Interest will be payable in
                                    arrears at the end of each fiscal quarter of
                                    the Company and on the maturity date of the
                                    Term Loans.