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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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<PAGE>   194
 
TRANSACTIONS WITH AFFILIATES
 
     Charter Holdings will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless:
 
          (1) such Affiliate Transaction is on terms that are no less favorable
     to Charter Holdings or the relevant Restricted Subsidiary than those that
     would have been obtained in a comparable transaction by Charter Holdings or
     such Restricted Subsidiary with an unrelated Person; and
 
          (2) Charter Holdings delivers to the trustee:
 
             (a) with respect to any Affiliate Transaction or series of related
        Affiliate Transactions involving aggregate consideration in excess of
        $15 million, a resolution of the board of directors of Charter Holdings
        set forth in an officers' certificate certifying that such Affiliate
        Transaction complies with this covenant and that such Affiliate
        Transaction has been approved by a majority of the members of the board
        of directors; and
 
             (b) with respect to any Affiliate Transaction or series of related
        Affiliate Transactions involving aggregate consideration in excess of
        $50 million, an opinion as to the fairness to the holders of such
        Affiliate Transaction from a financial point of view issued by an
        accounting, appraisal or investment banking firm of national standing.
 
     The following items shall not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:
 
          (1) any existing employment agreement entered into by Charter Holdings
     or any of its Subsidiaries and any employment agreement entered into by
     Charter Holdings or any of its Restricted Subsidiaries in the ordinary
     course of business and consistent with the past practice of Charter
     Holdings or such Restricted Subsidiary;
 
          (2) transactions between or among Charter Holdings and/or its
     Restricted Subsidiaries;
 
          (3) payment of reasonable directors fees to Persons who are not
     otherwise Affiliates of Charter Holdings, and customary indemnification and
     insurance arrangements in favor of directors, regardless of affiliation
     with Charter Holdings or any of its Restricted Subsidiaries;
 
          (4) payment of management fees pursuant to management agreements
     either
 
             (A) existing on January 12, 2000 or
 
             (B) entered into after January 12, 2000,
 
        to the extent that such management agreements provide for percentage
        fees no higher than the percentage fees existing under the management
        agreements existing on January 12, 2000;
 
          (5) Restricted Payments that are permitted by the provisions of the
     covenant described above under the caption "-- Restricted Payments" and
     Restricted Investments that are permitted by the provisions of the
     indentures described above under the caption "Restricted Payments --
     Investments"; and
 
          (6) Permitted Investments.
 
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