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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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         Interests of the Company or a Parent held by any member of the
         Company's or such Parent's management pursuant to any management
         equity subscription agreement or stock option agreement in effect as
         of the date of this Indenture; provided that the aggregate price paid
         for all such repurchased, redeemed, acquired or retired Equity
         Interests shall not exceed $10 million in any fiscal year of the
         Company; and

                          (8) payment of fees in connection with any
         acquisition, merger or similar transaction in an amount that does not
         exceed an amount equal to 1.25% of the transaction value of such
         acquisition, merger or similar transaction.

                 The amount of all Restricted Payments (other than cash) shall
be the fair market value on the date of the Restricted Payment of the asset(s)
or securities proposed to be transferred or issued by the Company or any of its
Restricted Subsidiaries pursuant to the Restricted Payment. The fair market
value of any assets or securities that are required to be valued by this
covenant shall be determined by the Board of Directors of the Company, whose
resolution with respect thereto shall be delivered to the Trustee. Such Board
of Director's determination must be based upon an opinion or appraisal issued
by an accounting, appraisal or investment banking firm of national standing if
the fair market value exceeds $100 million. Not later than the date of making
any Restricted Payment, the Company shall deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this Section 4.07 were
computed, together with a copy of any fairness opinion or appraisal required by
this Indenture.

Section 4.08. Investments.

                 The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly:

                 (1) make any Restricted Investment; or

                 (2) allow any Restricted Subsidiary of the Company to become
                     an Unrestricted Subsidiary,

unless, in each case:

                 (1) no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof; and

                 (2) the Company would, at the time of, and after giving effect
to, such Restricted Investment or such designation of a Restricted Subsidiary
as an Unrestricted Subsidiary,