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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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of the Notes by such Restricted Subsidiary and (ii) until one year after all the
Notes have been paid in full in cash, such Restricted Subsidiary waives and will
not in any manner whatsoever claim or take the benefit or advantage of, any
rights of reimbursement, indemnity or subrogation or any other rights against
the Company, the Guarantor or any other Restricted Subsidiary of the Company or
the Guarantor as a result of any payment by such Restricted Subsidiary under its
Subsidiary Guarantee; provided that this paragraph shall not be applicable to
any Guarantee or any Restricted Subsidiary that existed at the time such Person
became a Restricted Subsidiary and was not Incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary. If the
Guaranteed Indebtedness is subordinated to the Notes, then the Guarantee of such
Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at
least to the extent that the Guaranteed Indebtedness is subordinated to the
Notes.

Section 4.18. Payments for Consent.

      The Company shall not, and shall not permit any of its Subsidiaries to,
and the Guarantor shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to be paid and is paid to all Holders of
the Notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.

Section 4.19. Application of Fall-Away Covenants.

      During any period of time that (a) the Notes have Investment Grade Ratings
from both Rating Agencies and (b) no Default or Event of Default has occurred
and is continuing, the Company and its Restricted Subsidiaries and the Guarantor
and its Restricted Subsidiaries shall not be subject to the provisions of
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and clause (4) of the first
paragraph of Section 5.01 (collectively, the "Suspended Covenants"). In the
event that the Company and its Restricted Subsidiaries are not subject to the
Suspended Covenants for any period of time as a result of the preceding sentence
and, subsequently, one or both of the Rating Agencies withdraws its ratings or
downgrades the ratings assigned to the Notes below the required Investment Grade
Ratings or a Default or Event of Default occurs and is continuing, then the
Company and its Restricted Subsidiaries and the Guarantor and its Restricted
Subsidiaries shall thereafter again be subject to the Suspended Covenants and
compliance with the Suspended Covenants with respect to the Restricted Payments
made after the time of such withdrawal, downgrade, Default or Event of Default
will be calculated in accordance with the terms of Section 4.07 as though such
covenant had been in effect during the entire period of time from the Issue
Date.

Section 4.20. Impairment of Security Interest.

      Neither the Company, the Guarantor nor any of their Subsidiaries shall
take or omit to take any action which action or omission would have the result
of adversely affecting or impairing the security interest in favor of the
Trustee, on behalf of itself and the Holders, with respect to the Collateral,
and neither the Company, the Guarantor nor any of their Subsidiaries shall grant
to any Person, or suffer any Person (other than the Trustee with respect to the
Collateral securing the obligations under the Notes and the Company with respect
to the Collateral securing the obligations under the Mirror Note) to have any
interest whatsoever in the Collateral other than Liens permitted by the Pledge
Documents. Neither the Company nor any of its Subsidiaries shall enter into any
agreement or instrument that by its terms requires the proceeds received from
any sale of Collateral to be applied to repay, redeem, defease or


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