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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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Incremental Term Lender a notice (each, a "Prepayment Option Notice") as
described below. As promptly as practicable after receiving such notice from the
Borrower, the Funding Agent will send to each Tranche B Lender and Incremental
Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit G,
and shall include an offer by the Borrower to prepay on the date (each a
"Prepayment Date") that is 10 Business Days after the date of the Prepayment
Option Notice, the relevant Term Loans of such Lender by an amount equal to the
portion of the Prepayment Amount indicated in such Lender's Prepayment Option
Notice as being applicable to such Lender's Tranche B Term Loans or Incremental
Term Loans, as the case may be. On the Prepayment Date, (i) the Borrower shall
pay to the relevant Tranche B Lenders and Incremental Term Lenders the aggregate
amount necessary to prepay that portion of the outstanding relevant Term Loans
in respect of which such Lenders have accepted prepayment as described above,
(ii) the Borrower shall pay to the Tranche A Lenders an amount equal to 50% (or,
in the case of optional prepayments, such percentage as shall be determined by
the Borrower in its sole discretion) of the portion of the Tranche B Prepayment
Amount and the Incremental Prepayment Amount not accepted by the relevant
Lenders, and such amount shall be applied to the prepayment of the Tranche A
Term Loans, and (iii) the Borrower shall be entitled to retain the remaining
portion of the Tranche B Prepayment Amount and the Incremental Prepayment Amount
not accepted by the relevant Lenders.

            (e) All payments (including prepayments) to be made by the Borrower
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without setoff or counterclaim and shall be made prior to 12:00 Noon,
Dallas time, on the due date thereof to the Funding Agent, for the account of
the Lenders, at the Funding Office, in Dollars and in immediately available
funds. The Funding Agent shall distribute such payments to the Lenders promptly
upon receipt in like funds as received. If any payment hereunder (other than
payments on the Eurodollar Loans) becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business
Day. If any payment on a Eurodollar Loan becomes due and payable on a day other
than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day unless the result of such extension would be to extend
such payment into another calendar month, in which event such payment shall be
made on the immediately preceding Business Day. In the case of any extension of
any payment of principal pursuant to the preceding two sentences, interest
thereon shall be payable at the then applicable rate during such extension.

            (f) Unless the Funding Agent shall have been notified in writing by
any Lender prior to a borrowing that such Lender will not make the amount that
would constitute its share of such borrowing available to the Funding Agent, the
Funding Agent may assume that such Lender is making such amount available to the
Funding Agent, and the Funding Agent may, in reliance upon such assumption, make
available to the Borrower a corresponding amount. If such amount is not made
available to the Funding Agent by the required time on the Borrowing Date
therefor, such Lender shall pay to the Funding Agent, on demand, such amount
with interest thereon at a rate equal to the daily average Federal Funds
Effective Rate for the period until such Lender makes such amount immediately
available to the Funding Agent. A certificate of the Funding Agent submitted to
any Lender with respect to any amounts owing under this paragraph shall be
conclusive in the absence of manifest error. If such Lender's share of such
borrowing is not made available to the Funding Agent by such Lender within three
Business Days of such Borrowing Date, the Funding Agent shall also be entitled
to recover such amount with interest thereon at the rate per annum applicable to
ABR Loans under the relevant Facility, on demand, from the Borrower.

            (g) Unless the Funding Agent shall have been notified in writing by
the Borrower prior to the date of any payment being made hereunder that the
Borrower will not make such payment to the Funding Agent, the Funding Agent may
assume that the Borrower is making such payment, and the Funding Agent may, but
shall not be required to, in reliance upon such assumption, make available to
the Lenders their respective pro rata shares of a corresponding amount. If such
payment is not made to the Funding Agent by the Borrower within three Business
Days of such required date, the Funding Agent shall be entitled to recover, on
demand, from each Lender to which any amount which was made available pursuant
to the preceding sentence, such amount with interest thereon at the rate per
annum