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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
Entire Document
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                                    case of certain affirmative covenants, to a
                                    grace period to be agreed upon);
                                    cross-default to indebtedness in an
                                    aggregate amount in excess of $20,000,000;
                                    bankruptcy events; certain ERISA events;
                                    termination or suspension of material
                                    licenses; material judgments; actual or
                                    asserted invalidity of any guarantee,
                                    security document or security interest; and
                                    a Change of Control. "Change of Control"
                                    shall be defined as (a) the failure of Paul
                                    G. Allen (including his estate, heirs and
                                    certain other related entities) to maintain
                                    a 25% economic interest in the Borrowers or
                                    to maintain voting control of the Borrowers,
                                    (b) the failure of any of the Borrowers to
                                    be an indirect subsidiary of Charter
                                    Communications Holding Company, LLC, (c) (i)
                                    the failure of any of the Borrowers to be a
                                    direct wholly owned subsidiary of (x)
                                    Holdings, (y) a wholly owned subsidiary of
                                    Holdings or (z) a wholly owned subsidiary of
                                    a successor Holdings or (ii) the failure of
                                    any such parent referred to in clause (i)
                                    above to execute and deliver a guaranty and
                                    equity pledge agreement securing the Credit
                                    Facilities within a time period to be agreed

Voting:                             Amendments and waivers with respect to the
                                    Credit Documentation shall require the
                                    approval of Lenders holding more than 50%
                                    (the "Required Lenders") of the aggregate
                                    amount of the Term B Loans, Revolving
                                    Commitments and the loans and unused
                                    commitments, if any, under the Incremental
                                    Facility (with each Lender and its related
                                    "approved funds," if any, voting as a single
                                    unit), except that (a) the consent of each
                                    Lender directly affected thereby shall be
                                    required with respect to (i) reductions in
                                    the amount or extensions of the scheduled
                                    date of amortization or maturity of any
                                    Loan, (ii) reductions in the rate of
                                    interest or any fee or extensions of any due
                                    date thereof and (iii) increases in the
                                    amount or extensions of the expiry date of
                                    any Lender's commitment and (b) the consent
                                    of 100% of the Lenders shall be required
                                    with respect to (i) modifications to any of
                                    the voting percentages and (ii) releases of
                                    material subsidiary Guarantors or all or
                                    substantially all of the collateral (other
                                    than pursuant to permitted asset

Assignments and Participations:     The Lenders shall be permitted to assign and
                                    sell participations in their Loans and
                                    commitments, subject, in the case of
                                    assignments (other than to another Lender or
                                    to an affiliate of a Lender), to the consent
                                    of the Administrative Agent and the
                                    Borrowers (which consent in each case shall
                                    not be unreasonably withheld). Non-pro rata
                                    assignments shall be permitted. In the case
                                    of partial assignments (other than to
                                    another Lender or to an affiliate of a
                                    Lender), unless otherwise agreed by the
                                    Borrowers and the Administrative Agent, (i)
                                    the minimum assignment amount shall be
                                    $5,000,000 and (ii) the minimum amount
                                    retained by the assigning Lender shall be
                                    $3,000,000 (with the amounts described
                                    herein being aggregated in respect of each
                                    Lender and its related "approved funds," if
                                    any). Each assignment shall be subject to
                                    the payment of a $3,500 processing fee to
                                    the Administrative Agent. Participants shall
                                    have the same benefits as the Lenders with
                                    respect to yield protection and increased
                                    cost provisions. Voting rights of
                                    participants shall be limited to those
                                    matters set forth in clause (a) under the
                                    heading "Voting" above with respect to which
                                    the affirmative vote of the Lender from
                                    which it purchased its participation would
                                    be required. Pledges of Loans in accordance
                                    with applicable law shall be permitted
                                    without restriction.

Yield Protection:                   The Credit Documentation shall contain
                                    customary provisions (a)