CHARTER COMMUNICATIONS, INC.
OCTOBER 15, 1999
EXHIBIT 1 TO ANNEX B
SUMMARY OF TERMS AND CONDITIONS OF TERM LOANS AND EXCHANGE NOTES
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.
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