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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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     - Prohibitions against restrictions on the ability of any Restricted
       Subsidiary to pay dividends or make other distributions on its capital
       stock to Charter Holdings or any Restricted Subsidiary, make loans or
       advances to Charter Holdings or its Restricted Subsidiaries or transfer
       properties or assets to Charter Holdings or any of its Restricted
       Subsidiaries. This covenant, however, does not prohibit restrictions
       under
 
        - existing indebtedness,
 
        - the notes and the indentures,
 
        - applicable law,
 
        - the terms of indebtedness or capital stock of a person acquired by
          Charter Holdings or any of its Restricted Subsidiaries,
 
        - customary non-assignment provisions in leases,
 
        - purchase money obligations,
 
        - agreements for the sale or other disposition of a Restricted
          Subsidiary restricting distributions pending its sale,
 
        - permitted refinancing indebtedness,
 
        - liens securing indebtedness permitted under the indentures,
 
        - joint venture agreements,
 
        - under ordinary course contracts with customers that restrict cash,
          other deposits or net worth,
 
        - indebtedness permitted under the indentures, and
 
        - restrictions that are not materially more restrictive than customary
          provisions in comparable financings which management determines will
          not materially impair Charter Holdings' ability to make payments
          required under the notes.
 
     - Prohibitions against mergers, consolidations or the sale of all or
       substantially all of an issuer's assets unless
 
        - the issuer is the surviving corporation or the person formed by the
          merger or consolidation or acquiring the assets is organized under the
          law of the United States, any state or the District of Columbia,
 
        - such person assumes all obligations under the notes and the
          indentures,
 
        - no default or event of default exists, and
 
        - Charter Holdings or the person formed by the merger or consolidation
          or acquiring all or substantially all the assets could incur at least
          $1.00 of additional indebtedness under the leverage ratio or have a
          leverage ratio after giving effect to the transaction no greater than
          the leverage ratio of the issuer immediately prior to the transaction.
 
     - Prohibitions against transactions with affiliates, unless Charter
       Holdings delivers to the trustee:
 
           - for transactions exceeding $15.0 million a resolution approved by a
             majority of the board of directors certifying that the transaction
             complies with the covenant; and
 
           - for transactions exceeding $50.0 million a fairness opinion of an
             accounting, appraisal or investment banking firm of national
             standing.
 
             Certain transactions are not subject to the covenant including:
 
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