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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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such date on the amount prepaid. Partial prepayments of Term Loans and Revolving
Loans shall be in an aggregate principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans
shall be in an aggregate principal amount of $1,000,000 or a whole multiple of
$500,000 in excess thereof.

            2.9 Mandatory Prepayments. (a) Unless the Required Prepayment
Lenders shall otherwise agree, if any member of the Charter Group shall receive
any Net Cash Proceeds in respect of any issuance of its Equity Interests or
otherwise receive Net Cash Proceeds pursuant to Section 8(k), then, within two
Business Days after such receipt, the Borrower shall apply an amount equal to
50% of such Net Cash Proceeds (whether or not contributed to the Borrower or any
of its Subsidiaries) toward the prepayment of the Term Loans; provided that (i)
the foregoing requirement shall not apply to Paul Allen Contributions and (ii)
in the case of any offering or sale of Equity Interests consummated on or prior
to the date that is eighteen months after the Stage One Closing Date, the
foregoing requirement shall apply only to that portion, if any, of the aggregate
amount of the Net Cash Proceeds of all such offerings and sales consummated
during such period in excess of $500,000,000.

            (b) Unless the Required Prepayment Lenders shall otherwise agree, if
on any date the Borrower or any of its Subsidiaries shall receive Net Cash
Proceeds from any Asset Sale or Recovery Event then, (i) unless a Reinvestment
Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be
applied within two Business Days after the deadline by which such Reinvestment
Notice is otherwise required to be delivered in respect of such Asset Sale or
Recovery Event toward the prepayment of the Term Loans (provided that the
foregoing requirement shall not apply to the first $5,000,000 of aggregate Net
Cash Proceeds received after the Stage One Closing Date) and (ii) on each
Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment
Amount with respect to the relevant Reinvestment Event shall be applied toward
the prepayment of the Term Loans.

            (c) The application of any prepayment pursuant to this Section 2.9
shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each
prepayment of the Loans under this Section 2.9 shall be accompanied by accrued
interest to the date of such prepayment on the amount prepaid.

            2.10 Conversion and Continuation Options. (a) The Borrower may elect
from time to time to convert Eurodollar Loans to ABR Loans by giving the Funding
Agent at least two Business Days' prior irrevocable notice of such election,
provided that any such conversion of Eurodollar Loans may only be made on the
last day of an Interest Period with respect thereto. The Borrower may elect from
time to time to convert ABR Loans to Eurodollar Loans by giving the Funding
Agent at least three Business Days' prior irrevocable notice of such election
(which notice shall specify the length of the initial Interest Period therefor),
provided that no ABR Loan may be converted into a Eurodollar Loan when any Event
of Default has occurred and is continuing. Upon receipt of any such notice the
Funding Agent shall promptly notify each relevant Lender thereof.

            (b) Any Eurodollar Loan may be continued as such upon the expiration
of the then current Interest Period with respect thereto by the Borrower giving
irrevocable notice to the Funding Agent, in accordance with the applicable
provisions of the term "Interest Period" set forth in Section 1.1, of the length
of the next Interest Period to be applicable to such Loans, provided that (i) no
Eurodollar Loan may be continued as such when any Event of Default has occurred
and is continuing and (ii) if the Borrower shall fail to give any required
notice as described above in this paragraph, the relevant Eurodollar Loans shall
be automatically converted to Eurodollar Loans having a one-month Interest
Period on the last day of the then expiring Interest Period. Upon receipt of any
such notice the Funding Agent shall promptly notify each relevant Lender
thereof.