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424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/01/1999
Entire Document
 
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          (5) Investment made out of the net cash proceeds of the issue and
     sale, other than to a Subsidiary of Charter Holdings, of Equity Interests,
     other than Disqualified Stock, of Charter Holdings to the extent that
 
             (a) such net cash proceeds have not been applied to make a
        Restricted Payment or to effect other transactions pursuant to the
        covenant described above under the subheading "-- Restricted Payments,"
        or
 
             (b) such net cash proceeds have not been used to incur Indebtedness
        pursuant to clause (10) of the covenant described above under the
        subheading "-- Incurrence of Indebtedness and Issuance of preferred
        stock";
 
          (6) Investments in Productive Assets having an aggregate fair market
     value, measured on the date each such Investment was made and without
     giving effect to subsequent changes is value, when taken together with all
     other Investments made pursuant to this clause (6) since March 17, 1999,
     not to exceed $150 million; provided that either Charter Holdings or any of
     its Restricted Subsidiaries, after giving effect to such Investments, will
     own at least 20% of the Voting Stock of such Person;
 
          (7) other Investments in any Person having an aggregate fair market
     value, measured on the date each such Investment was made and without
     giving effect to subsequent changes in value, when taken together with all
     other Investments made pursuant to this clause (7) since the date of the
     indentures, not to exceed $50 million;
 
          (8) Investments in customers and suppliers in the ordinary course of
     business which either
 
             (A) generate accounts receivable, or
 
             (B) are accepted in settlement of bona fide disputes; and
 
          (9) Charter Holdings' investment in Marcus Cable Holdings, LLC, as
     outstanding on March 17, 1999.
 
     "PERMITTED LIENS" means:
 
          (1) Liens on the assets of Charter Holdings securing Indebtedness and
     other Obligations under clause (1) of the covenant "-- Incurrence of
     Indebtedness and Issuance of preferred stock";
 
          (2) Liens in favor of Charter Holdings and Liens on the assets of any
     Restricted Subsidiary of Charter Holdings in favor of any other Restricted
     Subsidiary of Charter Holdings;
 
          (3) Liens on property of a Person existing at the time such Person is
     merged with or into or consolidated with Charter Holdings; provided that
     such Liens were in existence prior to the contemplation of such merger or
     consolidation and do not extend to any assets other than those of the
     Person merged into or consolidated with Charter Holdings;
 
          (4) Liens on property existing at the time of acquisition thereof by
     Charter Holdings; provided that such Liens were in existence prior to the
     contemplation of such acquisition;
 
          (5) Liens to secure the performance of statutory obligations, surety
     or appeal bonds, performance bonds or other obligations of a like nature
     incurred in the ordinary course of business;
 
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