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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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Indebtedness (other than the Credit Facilities);

                 (3) the incurrence on the Issue Date by the Company and its
Restricted Subsidiaries of Indebtedness represented by the Notes and the Other
Notes;

                 (4) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage
financings or purchase money obligations, in each case, incurred for the
purpose of financing all or any part of the purchase price or cost of
construction or improvement (including, without limitation, the cost of design,
development, construction, acquisition, transportation, installation,
improvement, and migration) of Productive Assets of the Company or any of its
Restricted Subsidiaries, in an aggregate principal amount not to exceed $75
million at any time outstanding;

                 (5) the incurrence by the Company or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net
proceeds of which are used to refund, refinance or replace, in whole or in
part, Indebtedness (other than intercompany Indebtedness) that was permitted by
this Indenture to be incurred under the first paragraph of this covenant or
clauses (2) or (3) of this paragraph;

                 (6) the incurrence by the Company or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among the Company and any
of its Wholly Owned Restricted Subsidiaries; provided that:

                          (a) if the Company is the obligor on such
         Indebtedness, such Indebtedness must be expressly subordinated to the
         prior payment in full in cash of all Obligations with respect to the
         Notes; and

                          (b)(i) any subsequent issuance or transfer of Equity
         Interests that results in any such Indebtedness being held by a Person
         other than the Company or a Wholly Owned Restricted Subsidiary thereof
         and (ii) any sale or other transfer of any such Indebtedness to a
         Person that is not either the Company or a Wholly Owned Restricted
         Subsidiary thereof, shall be deemed, in each case, to constitute an
         incurrence of such Indebtedness by the Company or any of its
         Restricted Subsidiaries that was not permitted by this clause (6);

                 (7) the incurrence by the Company or any of its Restricted
Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing
or hedging interest rate risk with respect to any floating rate Indebtedness
that is permitted by the terms of the Indentures to be outstanding;