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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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      consolidation involving the Company, the Guarantor or any of their
      Restricted Subsidiaries) or to the direct or indirect holders of the
      Company's, the Guarantor's or any of their Restricted Subsidiaries' Equity
      Interests in their capacity as such (other than dividends or distributions
      payable in Equity Interests (other than Disqualified Stock) of the Company
      or the Guarantor or, in the case of the Company and its Restricted
      Subsidiaries, to the Company or a Restricted Subsidiary of the Company or
      in the case of the Guarantor and its Restricted Subsidiaries, to the
      Company, the Guarantor or a Restricted Subsidiary of the Company or the
      Guarantor);

            (b) purchase, redeem or otherwise acquire or retire for value
      (including, without limitation, in connection with any merger or
      consolidation involving the Company) any Equity Interests of the Company
      or the Guarantor or any direct or indirect parent of the Company or the
      Guarantor or any Restricted Subsidiary of the Company or the Guarantor
      (other than, in the case of the Company and its Restricted Subsidiaries,
      any such Equity Interests owned by the Company or any Restricted
      Subsidiary of the Company or, in the case of the Guarantor and its
      Restricted Subsidiaries, any such Equity Interests owned by the Company,
      the Guarantor or any Restricted Subsidiary of the Company or the
      Guarantor); or

            (c) make any payment on or with respect to, or purchase, redeem,
      defease or otherwise acquire or retire for value any Indebtedness that is
      subordinated to the Notes or the Guarantees (other than the Notes or the
      Guarantees), except a payment of interest or principal at the Stated
      Maturity thereof (all such payments and other actions set forth in clauses
      (a) through (c) above being collectively referred to as "Restricted
      Payments"), unless, at the time of and after giving effect to such
      Restricted Payment:

            (1) no Default or Event of Default shall have occurred and be
      continuing or would occur as a consequence thereof; and

            (2) the Company would, at the time of such Restricted Payment and
      after giving pro forma effect thereto as if such Restricted Payment had
      been made at the beginning of the applicable quarter period, have been
      permitted to incur at least $1.00 of additional Indebtedness pursuant to
      the Leverage Ratio test set forth in the first paragraph of Section 4.10;
      and

            (3) such Restricted Payment, together with the aggregate amount of
      all other Restricted Payments made by the Company, the Guarantor and each
      of their Restricted Subsidiaries after the date of this Indenture
      (excluding Restricted Payments permitted by clauses (2), (3), (4), (5),
      (6), (7) and (8) of the next succeeding paragraph), shall not exceed, at
      the date of determination, the sum of:

                  (a) an amount equal to 100% of the combined Consolidated
            EBITDA of the Company and the Guarantor since the date of this
            Indenture to the end of the Company's and the Guarantor's most
            recently ended full fiscal quarter for which internal financial
            statements are available, taken as a single accounting period, less
            the product of 1.2 times the combined Consolidated Interest Expense
            of the Company and the Guarantor since the date of this Indenture to
            the end of the Company's and the Guarantor's most recently ended
            full fiscal quarter for which internal financial statements are
            available, taken as a single accounting period, plus

                  (b) an amount equal to 100% of Capital Stock Sale Proceeds
            less any such Capital Stock Sale Proceeds used in connection with
            (i) an Investment made pursuant to 


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