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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 05/12/1999
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available to us under our credit facilities or from other sources of financing,
we may not be able to repay our indebtedness, including the notes, to grow our
business or to fund our other liquidity needs.
    
 
   
RESTRICTIONS IMPOSED ON US BY OUR CREDIT FACILITIES -- OUR CREDIT FACILITIES
CONTAIN RESTRICTIONS AND LIMITATIONS WHICH COULD SIGNIFICANTLY IMPACT OUR
ABILITY TO OPERATE OUR BUSINESS AND REPAY THE NOTES.
    
 
   
     Our credit facilities contain a number of significant covenants that, among
other things, restrict the ability of our subsidiaries to:
    
 
   
     - distribute funds to service principal and interest payments on the notes;
    
 
     - pay dividends;
 
     - pledge assets;
 
     - dispose of assets or merge;
 
   
     - incur additional indebtedness;
    
 
     - issue equity;
 
     - repurchase or redeem equity interests and indebtedness;
 
   
     - create liens; and
    
 
   
     - make certain investments or acquisitions.
    
 
   
     In addition, our credit facilities contain, among other covenants,
requirements that Charter Communications Operating, LLC, one of our subsidiaries
and the borrower on a consolidated basis with our other subsidiaries, maintain
specified financial ratios. The ability to comply with these provisions may be
affected by events beyond our control. The breach of any of these covenants will
result in a default under our credit facilities. In the event of a default under
our credit facilities, lenders could elect to declare all amounts borrowed,
together with accrued and unpaid interest and other fees, to be due and payable.
Additionally, if the amounts outstanding under our credit facilities are
accelerated, thereby causing an acceleration of amounts outstanding under the
notes, we may not be able to repay such amounts or the notes. If the 8.250%
Senior Notes due 2007 are not refinanced at least six months prior to the date
of their maturity, the entire amount due under our credit facilities shall
become due and payable. See "Description of the Credit Facilities."
    
 
LIMITED OPERATING HISTORY AND RAPID GROWTH -- WE HAVE A LIMITED HISTORY OF
OPERATING OUR CURRENT SYSTEMS, WHICH MAKES IT DIFFICULT FOR YOU TO COMPLETELY
EVALUATE OUR PERFORMANCE.
 
   
     We commenced active operations in 1994 and have grown rapidly since then
through acquisitions of cable systems. Our merger with Marcus Cable Holdings,
LLC on April 7, 1999 nearly doubled the number of customers serviced by systems
under common management with us. Additionally, our recent acquisitions and
pending acquisitions will increase the number of customers served by systems
under our management by approximately 56%. As a result, historical financial
information about us may not be indicative of the future or of results that can
be achieved by us in managing the cable systems which will be under our control.
Although we have experienced internal customer growth, recent growth in revenue
and growth in income (loss) before interest, taxes, depreciation and
amortization, gain (loss) on sale of assets and other income (expense)
    
 
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