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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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and operate the cable systems owned by its subsidiaries, including Charter
Holdings. In addition, officers of Charter Investment, Inc. also serve as
officers of Charter Communications, Inc. The officers and employees of each
entity are available to the other to provide the services described above. All
expenses and costs incurred with respect to the services provided are paid by
Charter Communications, Inc. Charter Communications, Inc. will indemnify and
hold harmless Charter Investment, Inc. and its directors, officers and employees
from and against any and all claims that may be made against any of them in
connection with the mutual services agreement except due to its or their gross
negligence or willful misconduct. The term of the mutual services agreement is
ten years, commencing on November 12, 1999, and the agreement may be terminated
at any time by either party upon thirty days' written notice to the other.
 
     FALCON MANAGEMENT AGREEMENT.  On November 12, 1999, Falcon Cable
Communications, a parent company of the Falcon operating companies, entered into
a management consulting agreement with Charter Communications, Inc. pursuant to
which Charter Communications, Inc. agreed to provide certain management and
consulting services to Falcon and its subsidiaries. The term of the management
agreement is ten years. The management agreement provides that Falcon will pay
Charter Communications, Inc. a management fee equal to its actual costs to
provide these services but limited to 5% of gross revenues.
 
     Gross revenues include all revenues from the operation of Falcon's cable
systems, including, without limitation, subscriber payments, advertising
revenues, and revenues from other services provided by Falcon's cable systems.
Gross revenues do not include interest income or income from investments
unrelated to cable systems.
 
     Payment of the management fee is permitted under Falcon's current credit
facilities, but ranks below Falcon's senior debt and shall not be paid except to
the extent allowed under the Falcon credit facilities. In the event any portion
of the management fee due and payable is not paid by Falcon, it is deferred and
accrued as a liability. Any deferred amount of the management fee will bear
interest at the rate of 10% per annum, compounded annually, from the date it was
due and payable until the date it is paid.
 
     FANCH MANAGEMENT AGREEMENT.  On November 12, 1999, CC VI Operating Company,
LLC, the parent company of the Fanch operating companies, entered into a
management consulting agreement with Charter Communications, Inc. pursuant to
which Charter Communications, Inc. agreed to provide certain management and
consulting services to Fanch and its subsidiaries. The term of the management
agreement is ten years. The management agreement provides that Fanch will pay
Charter Communications, Inc. a management fee equal to its actual costs to
provide these services but limited to 5% of gross revenues.
 
     Gross revenues include all revenues from the operation of Fanch's cable
systems, including, without limitation, subscriber payments, advertising
revenues, and revenues from other services provided by Fanch's cable systems.
Gross revenues do not include interest income or income from investments
unrelated to cable systems.
 
     Payment of the management fee is permitted under Fanch's current credit
facilities, but ranks below Fanch's senior debt and shall not be paid except to
the extent allowed under the Fanch credit facilities. In the event any portion
of the management fee due and payable is not paid by Fanch, it is deferred and
accrued as a liability. Any deferred amount of the management fee will bear
interest at the rate of 10% per annum, compounded annually, from the date it was
due and payable until the date it is paid.
 
     AVALON MANAGEMENT ARRANGEMENT.  Under the Avalon limited liability company
agreements, Charter Communications, Inc. agreed to provide certain management
and consulting services to CC Michigan, CC New England and their subsidiaries.
Under these arrangements, CC Michigan and
 
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