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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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      Subsidiaries or the Guarantor or any of its Subsidiaries, as the case may
      be, in the case of an Asset Sale since the date of this Indenture to repay
      Indebtedness under a Credit Facility pursuant to Section 4.11;

            (2) the incurrence by the Company and its Restricted Subsidiaries
      and the Guarantor 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 and the Guarantor and its Restricted Subsidiaries
      of Indebtedness represented by the Notes, the Other Notes and the related
      Guarantees;

            (4) the incurrence by the Company or any of its Restricted
      Subsidiaries or the Guarantor 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 or the Guarantor 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 or the Guarantor 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
      this Indenture 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 or the Guarantor or any of its Restricted Subsidiaries, as
      the case may be, of intercompany Indebtedness between or among the Company
      and any of its Wholly Owned Restricted Subsidiaries, or the Guarantor or
      any of its Restricted Subsidiaries, respectively; provided that except for
      the Mirror Note, this clause does not permit Indebtedness between the
      Company or any of its Restricted Subsidiaries, as creditor or debtor, as
      the case may be, and the Guarantor or any of its Restricted Subsidiaries,
      as debtor or creditor, as the case may be, unless otherwise permitted by
      the Indentures; provided, further, that:

                  (a) if the Company or the Guarantor 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 in the case of the Company, or the Guarantee of such
            Guarantor, in the case of the Guarantor; 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 or the Guarantor 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 or the Guarantor 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 or the Guarantor or any of its
            Restricted Subsidiaries, respectively, as the case may be, that was
            not permitted by this clause (6);


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