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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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<PAGE>   59

                                      -53-


            However, the preceding restrictions shall not apply to encumbrances
or restrictions existing under or by reason of:

            (1) Existing Indebtedness as in effect on the date of this Indenture
      (including, without limitation, the Credit Facilities) and any amendments,
      modifications, restatements, renewals, increases, supplements, refundings,
      replacements or refinancings thereof; provided that such amendments,
      modifications, restatements, renewals, increases, supplements,
      refinancings, replacements or refinancings are no more restrictive, taken
      as a whole, with respect to such dividend and other payment restrictions
      than those contained in such Existing Indebtedness, as in effect on the
      date of this Indenture;

            (2) this Indenture, the Notes and the Other Notes;

            (3) applicable law;

            (4) any instrument governing Indebtedness or Capital Stock of a
      Person acquired by the Company or any of its Restricted Subsidiaries or to
      the Guarantor or any of its Restricted Subsidiaries as in effect at the
      time of such acquisition (except to the extent such Indebtedness was
      incurred in connection with or in contemplation of such acquisition),
      which encumbrance or restriction is not applicable to any Person, or the
      properties or assets of any Person, other than the Person, or the property
      or assets of the Person, so acquired; provided that, in the case of
      Indebtedness, such Indebtedness was permitted by the terms of the
      Indenture to be incurred;

            (5) customary non-assignment provisions in leases entered into in
      the ordinary course of business and consistent with past practices;

            (6) purchase money obligations for property acquired in the ordinary
      course of business that impose restrictions on the property so acquired of
      the nature described in clause (3) of the preceding paragraph;

            (7) any agreement for the sale or other disposition of a Restricted
      Subsidiary of either the Company or the Guarantor that restricts
      distributions by such Restricted Subsidiary pending its sale or other
      disposition;

            (8) Permitted Refinancing Indebtedness; provided that the
      restrictions contained in the agreements governing such Permitted
      Refinancing Indebtedness are no more restrictive, taken as a whole, than
      those contained in the agreements governing the Indebtedness being
      refinanced;

            (9) Liens securing Indebtedness otherwise permitted to be incurred
      pursuant to the provisions of the covenant described above under Section
      4.14 that limit the right of the Company or any of its Restricted
      Subsidiaries or the Guarantor or any of its Restricted Subsidiaries to
      dispose of the assets subject to such Lien;