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S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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                                    (iii) annualized Operating Cash Flow shall
                                    equal Operating Cash Flow for the most
                                    recent quarter multiplied by four, (iv) all
                                    determinations of Operating Cash Flow shall
                                    be made before giving effect to the payment
                                    of management fees, (v) cash interest
                                    expense shall be determined on a rolling
                                    four-quarter basis, except that until four
                                    fiscal quarters have passed since the
                                    Closing Date, such amount shall be
                                    determined for the number of full fiscal
                                    quarters subsequent to the Closing Date and
                                    then annualized, (vi) pro forma debt service
                                    shall be determined on the basis of
                                    scheduled principal for the four-quarter
                                    period commencing after the last day of the
                                    most recent fiscal period and historical
                                    interest expense calculated in the manner
                                    described in clause (v) above and (vii)
                                    interest expense (including interest expense
                                    for purposes of calculating pro forma debt
                                    service) shall include distributions made by
                                    the Borrowers used to pay debt service of
                                    Holdings or any of their respective
                                    affiliates, including but not limited to
                                    payment of interest on the Senior Discount
                                    Notes and payment of the Mandatory Payment
                                    of Accrued Interest.


Negative Covenants:                 Limitations on: (i) indebtedness; (ii)
                                    liens; (iii) guarantee obligations; (iv)
                                    mergers, consolidations, liquidations and
                                    dissolutions; (v) sales of assets; (vi)
                                    distributions and other payments in respect
                                    of equity interests and subordinated
                                    indebtedness; (vii) investments, loans and
                                    advances; (viii) optional payments and
                                    modifications of certain debt instruments;
                                    (ix) transactions with affiliates; (x)
                                    sale-leasebacks; (xi) changes in fiscal
                                    year; (xii) negative pledge clauses and
                                    clauses restricting subsidiary
                                    distributions; (xiii) changes in lines of
                                    business; (xiv) certain intercompany
                                    transactions (primarily relating to
                                    corporate separateness and tax sharing
                                    arrangements); and (xv) changes in passive
                                    holding company status of Holdings. Only
                                    those negative covenants described in
                                    clauses (i), (ii), (iii), (iv), (x), (xii),
                                    (xiv) and (xv) above will apply to Holdings.

                                    The negative covenants shall be subject to
                                    various exceptions, including the following:

                                    (a) The Borrowers will be permitted to incur
                                    (i) indebtedness under the Credit
                                    Facilities, (ii) unsecured subordinated
                                    indebtedness incurred to refinance the
                                    Senior Subordinated Notes, so long as such
                                    indebtedness has no scheduled amortization
                                    prior to the date that is one year after the
                                    final maturity of the Credit Facilities, and
                                    (iii) additional unsecured indebtedness not
                                    exceeding an amount to be determined, so
                                    long as (x) both before and after giving
                                    effect to the incurrence thereof, no default
                                    (including, on a pro forma basis, under the
                                    financial covenants) shall be in effect, (y)
                                    no subsidiary of any Borrower will be
                                    permitted to guarantee such indebtedness and
                                    (z) the covenants and default provisions
                                    applicable to such indebtedness shall be no
                                    more restrictive than those applicable to
                                    the Credit Facilities.

                                    (b) The Borrowers may issue subordinated
                                    notes to Paul G. Allen and his affiliates on
                                    terms customary for intercompany
                                    subordinated debt and satisfactory to the
                                    Administrative Agent (the "Affiliate
                                    Subordinated Debt"), and such Affiliate
                                    Subordinated Debt may be prepaid with Loans
                                    or indebtedness of the type described in
                                    clause (a) above.

                                    (c) The Borrowers and their respective
                                    subsidiaries may obtain letters of 


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