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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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CHARTER COMMUNICATIONS, INC.
OCTOBER 15, 1999
Page 19

                                 EXCHANGE NOTES

At any time on or after the Maturity Date, upon five or more business days prior
notice, the Term Loans may, at the option of a Lender, be exchanged for a
principal amount of Exchange Notes equal to 100% of the aggregate principal
amount of the Term Loan so exchanged (plus any accrued interest thereon not
required to be paid in cash) in connection with a transfer of Exchange Notes to
an unaffiliated third party. No Exchange Notes will be issued until the Company
receives requests to issue at least $25.0 million in aggregate principal amount
of Exchange Notes. The Company will issue Exchange Notes under an indenture
which complies with the Trust Indenture Act of 1939, as amended (the
"INDENTURE"). The Company will appoint a trustee reasonably acceptable to the
holders of the Bridge Loans. The Indenture will be fully executed and delivered
on the Closing Date and the Exchange Notes will be fully executed and deposited
into escrow on the Closing Date.

           MATURITY                 The Exchange Notes will mature on the ninth
                                    anniversary of the Maturity Date.

           INTEREST RATE            Each Exchange Note will bear interest at a
                                    fixed rate equal to the greater of (x) the
                                    interest rate on the Term Loans on the date
                                    exchanged or (y) if Falcon continues to be a
                                    wholly-owned subsidiary of Charter, the bid
                                    side yield on Charter's currently
                                    outstanding 8.625% Senior Notes due 2009
                                    (the "CHARTER NOTES"), on the date prior to
                                    the date of issuance of the Exchange Notes,
                                    plus, in the case of each of clause (x) and
                                    (y), 50 basis points; provided that in no
                                    event will the interest rate in effect on
                                    the Exchange Notes exceed 15% per annum and
                                    to the extent that the interest payable on
                                    the Exchange Notes exceeds 13% per annum the
                                    Company will have the option to pay such
                                    excess interest by issuing additional
                                    Exchange Notes.

           OPTIONAL
           REDEMPTION               Exchange Notes will be non-callable until
                                    the fifth anniversary of the Closing Date.
                                    Thereafter, each Exchange Note will be
                                    callable at par plus accrued interest plus a
                                    premium equal to one half of the coupon on
                                    such Exchange Note, which premium shall
                                    decline ratably on each yearly anniversary
                                    of the Closing Date to zero on the date that
                                    is two years prior to the maturity of the
                                    Exchange Notes.