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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 04/30/1999
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     So long as no Default shall have occurred and be continuing or would be
caused thereby, the first paragraph of this covenant will not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):
 
          (1) the incurrence by the Company and its Restricted Subsidiaries of
     Indebtedness under the Credit Facilities; provided that the aggregate
     principal amount of all Indebtedness of the Company and its Restricted
     Subsidiaries outstanding under the Credit Facilities, after giving effect
     to such incurrence, does not exceed an amount equal to $3.5 billion less
     the aggregate amount of all Net Proceeds of Asset Sales applied by the
     Company or any of its Subsidiaries in the case of an Asset Sale since the
     date of the Indentures to repay Indebtedness under the Credit Facilities,
     pursuant to the covenant described above under the caption "-- Asset
     Sales";
 
          (2) the incurrence by the Company and its Restricted Subsidiaries of
     Existing 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;
 
          (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 the Indentures 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 this clause
     does not permit Indebtedness between the Company or any of its Restricted
     Subsidiaries, as creditor or debtor, as the case may be, unless otherwise
     permitted by the Indentures; provided, further, 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, as
        the case may be, 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
 
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