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SEC Filings

424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/02/1999
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DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES
 
     Charter Holdings will not, directly or indirectly, create or permit to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary of Charter Holdings, to:
 
          (1) pay dividends or make any other distributions on its Capital Stock
     to Charter Holdings or any of its Restricted Subsidiaries, or with respect
     to any other interest or participation in, or measured by, its profits, or
     pay any indebtedness owed to Charter Holdings or any of its Restricted
     Subsidiaries;
 
          (2) make loans or advances to Charter Holdings or any of its
     Restricted Subsidiaries or any of its Restricted Subsidiaries; or
 
          (3) transfer any of its properties or assets to Charter Holdings or
     any of its Restricted Subsidiaries.
 
     However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:
 
          (1) Existing Indebtedness as in effect on the date of the indentures,
     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, refundings,
     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 the
     indentures;
 
          (2) the indentures and the notes;
 
          (3) applicable law;
 
          (4) any instrument governing Indebtedness or Capital Stock of a Person
     acquired by Charter Holdings 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
     indentures 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 Charter Holdings 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;
 
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