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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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one or more purchasers (other than to one or more Affiliates of the Company).
"Subordinated Notes" with respect to any Restricted Subsidiary of the Company
shall mean Indebtedness of such Restricted Subsidiary that is contractually
subordinated in right of payment to any other Indebtedness of such Restricted
Subsidiary (including, without limitation, Indebtedness under the Credit
Facilities). The foregoing limitation shall not apply to (i) any Indebtedness or
preferred stock of any Person existing at the time such Person is merged with or
into or became a Subsidiary of the Company; provided that such Indebtedness or
preferred stock was not incurred or issued in connection with, or in
contemplation of, such Person merging with or into, or becoming a Subsidiary of,
the Company and (ii) any Indebtedness or preferred stock of a Restricted
Subsidiary issued in connection with, and as part of the consideration for, an
acquisition, whether by stock purchase, asset sale, merger or otherwise, in each
case involving such Restricted Subsidiary, which Indebtedness or preferred stock
is issued to the seller or sellers of such stock or assets; provided that such
Restricted Subsidiary is not obligated to register such Indebtedness or
preferred stock under the Securities Act or obligated to provide information
pursuant to Rule 144A under the Securities Act.

Section 4.11. Limitation on Asset Sales.

           The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

           (1) the Company or a Restricted Subsidiary of the Company, as the
case may be, receives consideration at the time of such Asset Sale at least
equal to the fair market value of the assets or Equity Interests issued or sold
or otherwise disposed of;

           (2) such fair market value is determined by the Company's Board of
Directors and evidenced by a resolution of such Board of Directors set forth in
an Officers' Certificate delivered to the Trustee; and

           (3) at least 75% of the consideration therefor received by the
Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents
or readily marketable securities.

           For purposes of this Section 4.11, each of the following shall be
deemed to be cash:

           (a) any liabilities (as shown on the Company's or such Restricted
Subsidiary's most recent balance sheet) of the Company or any Restricted
Subsidiary of the Company (other than contingent liabilities and liabilities
that are by their terms subordinated to the Notes) that are assumed by the
transferee of any such assets pursuant to a customary

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