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SEC Filings

424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/02/1999
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case may be, of such restricted subsidiary to one or more purchasers, other than
to one or more affiliates of Charter Holdings or the guarantor.
 
     "SUBORDINATED NOTES" are set forth above under the caption "-- Certain
Covenants -- Incurrence of Indebtedness and Issuance of preferred stock."
 
     "SUBSIDIARY" means, with respect to any Person:
 
          (1) any corporation, association or other business entity of which at
     least 50% of the total voting power of shares of Capital Stock entitled,
     without regard to the occurrence of any contingency, to vote in the
     election of directors, managers or trustees thereof is at the time owned or
     controlled, directly or indirectly, by such Person or one or more of the
     other Subsidiaries of that Person, or a combination thereof, and, in the
     case of any such entity of which 50% of the total voting power of shares of
     Capital Stock is so owned or controlled by such Person or one or more of
     the other Subsidiaries of such Person, such Person and its Subsidiaries
     also has the right to control the management of such entity pursuant to
     contract or otherwise; and
 
          (2) any partnership
 
             (a) the sole general partner or the managing general partner of
        which is such Person or a Subsidiary of such Person, or
 
             (b) the only general partners of which are such Person or of one or
        more Subsidiaries of such Person, or any combination thereof.
 
     "SUBSIDIARY GUARANTEE" is set forth above under the caption "-- Certain
Covenants -- Limitations on Issuances of Guarantees of Indebtedness."
 
     "UNRESTRICTED SUBSIDIARY" means any Subsidiary of Charter Holdings that is
designated by the board of directors as an Unrestricted Subsidiary pursuant to a
board resolution, but only to the extent that such Subsidiary:
 
          (1) has no Indebtedness other than Non-Recourse Debt;
 
          (2) is not party to any agreement, contract, arrangement or
     understanding with Charter Holdings or any Restricted Subsidiary of Charter
     Holdings unless the terms of any such agreement, contract, arrangement or
     understanding are no less favorable to Charter Holdings or any Restricted
     Subsidiary than those that might be obtained at the time from Persons who
     are not Affiliates of Charter Holdings unless such terms constitute
     Investments permitted by the covenant described above under the heading
     "-- Investments";
 
          (3) is a Person with respect to which neither Charter Holdings nor any
     of its Restricted Subsidiaries has any direct or indirect obligation
 
             (a) to subscribe for additional Equity Interests or
 
             (b) to maintain or preserve such Person's financial condition or to
        cause such Person to achieve any specified levels of operating results;
 
          (4) has not guaranteed or otherwise directly or indirectly provided
     credit support for any Indebtedness of Charter Holdings or any of its
     Restricted Subsidiaries; and
 
          (5) has at least one director on its board of directors that is not a
     director or executive officer of Charter Holdings or any of its Restricted
     Subsidiaries or has at least one executive officer that is not a director
     or executive officer of Charter Holdings or any of its Restricted
     Subsidiaries.
 
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