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S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
 


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                                                                Exhibit 10.18(e)

                        FOURTH AMENDMENT TO NOTE PURCHASE
                             AND EXCHANGE AGREEMENT


         This FOURTH AMENDMENT (this "Fourth Amendment") is made as of this 12th
day of July, 1996, between Falcon Telecable, a California limited partnership
(the "Company"), AUSA Life Insurance Company Inc. and MONY Life Insurance
Company of America (the "Purchasers").

         WHEREAS, by a Note Purchase and Exchange Agreement dated as of October
21, 1991, as heretofore amended, (the "Agreement"), between the Company and The
Mutual Life Insurance Company of New York and MONY Life Insurance Company of
America, the Company issued its 11.56% Series A Subordinated Notes due March 31,
2001 and its 11.56% Series B Subordinated Notes due March 31, 2001
(collectively, the "Notes"); and

         WHEREAS, the Purchasers are the holders of the entire outstanding
principal amount of the Notes; and

         WHEREAS, the Company and the Purchasers wish to amend the Agreement as
set forth below.

         NOW, THEREFORE, in consideration of the mutual covenants set out
herein, the parties hereto agree as follows:

         1.       Section 7 of the Agreement is amended as follows:

                  a.       Section 7.19 is amended to read as follows:

                           "7.19 Compliance With Bank Credit Agreement. The
                  Company shall comply, and shall cause the Restricted Companies

                  to comply, with each of the covenants contained in Section 7
                  of the Bank Credit Agreement (other than Sections 7.5.2 and
                  7.15) as in effect on the Fourth Amendment Closing Date
                  (except as such covenants may be amended pursuant to section
                  7.20 below, other than those set forth in the immediately
                  following paragraph), a copy of which is attached hereto as
                  Exhibit E. All references therein to Lenders, Managing Agent
                  and similar Persons shall be

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                  deemed, for purposes of this Agreement, to be the holders of
                  the Notes."

                  For purposes of this Agreement, the incorporated provisions of
Sections 7.5.1, 7.5.3 and 7.5.4 of the Bank Credit Agreement (as defined in
Section 3 below) are amended to read as follows and shall not be subject to
amendment or modification without the consent of the holders of the Notes:

                           "Consolidated Total Debt to Consolidated Annualized
                  Operating Cash Flow. Consolidated Total Debt shall not on any
                  date exceed the percentage indicated in the table below of
                  Consolidated Annualized Operating Cash Flow for the period of
                  three consecutive months then most recently ended for which
                  financial statements have been (or are required to have been)
                  furnished in accordance with Section 8:


<TABLE>
<CAPTION>
Date                                                            Percentage
----                                                            ----------
<S>                                                             <C>
Fourth Amendment Closing Date
      through June 29, 1999                                        650%
June 30, 1999 through
      December 30, 1999                                            600%
December 31, 1999 through
      June 29, 2000                                                550%
June 30, 2000 through
      December 30, 2000                                            500%
December 31, 2000 and                                              450%
      thereafter
</TABLE>


                           Consolidated Annualized Operating Cash Flow to
                  Consolidated Pro Forma Debt Service. As of the last day of
                  each month, Consolidated Annualized Operating Cash Flow for
                  the period of three consecutive months ended on such date
                  shall exceed 100% of Consolidated Pro Forma Debt Service


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                  for the period of twelve consecutive months beginning
                  immediately after such date.

                           Consolidated Operating Cash Flow Plus Cash and Cash
                  Equivalents to Consolidated Total Fixed Charges. As of the
                  last day of each month commencing December 31, 2000, the sum
                  of (a) Consolidated Operating Cash Flow for the period of
                  twelve consecutive months ended on such date plus (b) the
                  lesser of (i) cash and Cash Equivalents owned by the
                  Restricted Companies as of such date determined in accordance
                  with GAAP on a Consolidated basis or (ii) $2,000,000 shall
                  exceed 95% of Consolidated Total Fixed Charges for such
                  period."

         2. Section 9.1(c) of the Agreement is amended as follows:

                           "(c) the Company fails to perform or observe any
                  covenant or condition contained in Section 2.2, Section 7.20,
                  Section 7.21, or, to the extent resulting from a failure to
                  comply with Section 7.5 through Section 7.12, inclusive,
                  Section 7.14, Section 7.15, Section 7.17 or Section 7.18 of
                  the Bank Credit Agreement (as and to the extent modified and
                  incorporated herein);"

         3. Section 11.1 of the Agreement is amended by incorporating by
reference each of the definitions set forth in Section 1 of the Bank Credit
Agreement (as defined in this Section 11 below) as in effect on the Fourth
Amendment Closing Date (as defined in this Section 11 below) (except as such
definitions are amended pursuant to Section 7.20 of the Agreement) to the extent
such definitions are referred to in, or are necessary to construe or further
define, the provisions and terms of the Bank Credit Agreement incorporated
herein, provided, that, all references therein to Lenders, Administrative Agent,
Managing Agent or similar Persons shall be deemed, for purposes of this
Agreement, to be the holders of Notes. To the extent that any definition so
incorporated by reference from the Bank Credit Agreement shall conflict with, or
be inconsistent with, any existing definition in the Agreement, the definition
so incorporated by reference shall prevail. In addition, the following are added
or substituted for existing definitions:

                  "'Bank Credit Agreement' means the Amended and Restated Credit
         Agreement dated as of July 12, 1996, among the Company and other


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         borrowers and guarantors thereunder, the banks signatory thereto as
         lenders and The First National Bank of Boston, as managing agent, a
         copy of which is attached hereto as Exhibit E, as amended, supplemented
         or otherwise modified from time to time, including any amendment,
         supplement or modification to effect the refunding or refinancing of
         the indebtedness outstanding thereunder.

                  'Bank Pledge Agreement' means the Amended and Restated Pledge
         and Subordination Agreement dated as of July 12, 1996 among Holding,
         L.P., Holding, Inc., the Guarantors and The First National Bank of
         Boston, as managing agent, as amended, supplemented or otherwise
         modified from time to time, including any amendment, supplement or
         modification to reflect the refunding or refinancing of the
         indebtedness outstanding under the Bank Credit Agreement.

                  'Fourth Amendment Closing Date' means the date described in
         Section 4 of the Fourth Amendment.

                  'Fourth Amendment' means that certain Fourth Amendment to Note
         Purchase and Exchange Agreement dated July 12, 1996 between the Company
         and the Purchasers."

                  There is hereby added to the Agreement a revised Exhibit E
which shall be in the form of Exhibit A to this Fourth Amendment. The Bank
Credit Agreement is set forth in Exhibit A to this Fourth Amendment.

         4. The following are conditions precedent to the effectiveness of this
Fourth Amendment. The date on which all such conditions are met (or waived by
the Purchasers) shall be referred to herein as the "Fourth Amendment Closing
Date".

                  (a) The transactions contemplated by the Bank Credit Agreement
         to be completed on the Initial Closing Date (as defined in the Bank
         Credit Agreement) shall be completed and all conditions theretofore
         shall have been fulfilled and the Bank Credit Agreement shall be in
         full force and effect.

                  (b) All representations and warranties set forth in Section 8
         of the Bank Credit Agreement shall be true and correct as of the Fourth
         Amendment Closing Date, and each of the Purchasers shall have received
         a certificate from an authorized officer of each Person making such
         representations stating


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         that such representations and warranties are true and correct, stating
         that each Purchaser may rely on such representations and warranties as
         though the same were made to such Purchaser and acknowledging that each
         Purchaser is relying on the truth and accuracy of such representations
         and warranties in entering into this Fourth Amendment and consummating
         the transactions contemplated herein.

                  (c) The Purchasers shall have received from Weinstein, Boldt,
         Racine & Halfhide counsel to the Company and the Restricted Companies
         (as such term is defined in the Bank Credit Agreement), an opinion
         addressed to the Purchasers to the effect and in the form of opinion
         attached hereto as Exhibit B.

                  (d) The fees and expenses incurred by the Purchasers in
         connection with this Fourth Amendment, including the fees and
         disbursements of counsel to the Purchasers, shall have been paid, or
         the Company shall have agreed to pay such amounts within 10 days of
         receipt of an invoice therefor.

                  (e) The Purchasers shall have received such certificates and
         other evidence as they may reasonably request with respect to the due
         authorization and the taking of all necessary corporate and partnership
         action in connection with the execution and delivery by the Company,
         Holding, L.P. and Holding, Inc. of the agreements and instruments
         contemplated by this Fourth Amendment.

                  (f) All proceedings taken in connection with this Fourth
         Amendment and all documents and papers relating thereto shall be
         satisfactory to the Purchasers and their special counsel. The
         Purchasers and their special counsel shall have received copies of such
         documents and papers as they may reasonably request in connection
         therewith, all in form and substance satisfactory to the Purchasers and
         their special counsel.

         5. Each party hereby represents to the other that the individuals
executing this Fourth Amendment on its behalf are the duly appointed signatories
of the respective parties to this Fourth Amendment and that they are authorized
to execute this Fourth Amendment by or on behalf of the respective party for
whom they are signing and to take any and all action required by the terms of
the Fourth Amendment.


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         6. Except as amended hereby, the Agreement remains unchanged and, as
amended hereby, the Agreement remains in full force and effect. The Company
hereby reaffirms all of its obligations and undertakings under the Agreement as
amended hereby, and the Notes (as such term is defined in the Agreement), as
amended hereby. All references to the Agreement, the 11.56% Series A
Subordinated Notes (as defined in the Agreement) and the 11.56% Series B
Subordinated Notes (as defined in the Agreement) shall mean the Agreement and
such Notes as amended by this Fourth Amendment.

         7. This Fourth Amendment may be executed in multiple counterparts, each
of which shall be deemed an original and all of which shall constitute an
agreement, notwithstanding that all of the parties are not signatories on the
same date or the same counterpart. A signature page may be detached from one
counterpart when executed and attached to another counterpart.

                     [Remainder of page intentionally blank;
                          next page is signature page.]


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         IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to
the Note Purchase and Exchange Agreement as of the date first written above.

                              FALCON TELECABLE, A CALIFORNIA
                              LIMITED PARTNERSHIP

                              By:      Falcon Telecable Investors Group Ltd.,
                                       a California limited partnership,
                                       Its General Partner

                              By:      Falcon Holding Group, Inc.,
                                       a California corporation,
                                       Its General Partner

                              By:      /s/ Michael K. Menerey
                                        MICHAEL K. MENEREY
                                        Chief Financial Officer


                              AUSA LIFE INSURANCE COMPANY, INC.

                              By:      /s/ Donald W. Chamberlain

                                        Title: Vice President


                              MONY LIFE INSURANCE COMPANY OF
                              AMERICA

                              By:      /s/ Peter W. Oliver

                                        Title: Authorized Agent


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