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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 05/12/1999
Entire Document
 
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those covenants shall not constitute a Default or Event of Default with respect
to the Notes. In the event Covenant Defeasance occurs, certain events (not
including non-payment, bankruptcy, receivership, rehabilitation and insolvency
events) described under "Events of Default" will no longer constitute an Event
of Default with respect to the Notes.
 
     In order to exercise either Legal Defeasance or Covenant Defeasance:
 
   
          (1) the Company must irrevocably deposit with the Trustee, in trust,
     for the benefit of the holders of the Notes, cash in U.S. dollars,
     non-callable Government Securities, or a combination thereof, in such
     amounts as will be sufficient, in the opinion of a nationally recognized
     firm of independent public accountants, to pay the principal of, premium,
     if any, and interest on the outstanding Notes on the stated maturity or on
     the applicable redemption date, as the case may be, and the Company must
     specify whether the Notes are being defeased to maturity or to a particular
     redemption date;
    
 
   
          (2) in the case of Legal Defeasance, the Company shall have delivered
     to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
     confirming that (a) the Company has received from, or there has been
     published by, the Internal Revenue Service a ruling or (b) since the date
     of the Indentures, there has been a change in the applicable federal income
     tax law, in either case to the effect that, and based thereon such opinion
     of counsel shall confirm that, the holders of the outstanding Notes will
     not recognize income, gain or loss for federal income tax purposes as a
     result of such Legal Defeasance and will be subject to federal income tax
     on the same amounts, in the same manner and at the same times as would have
     been the case if such Legal Defeasance had not occurred;
    
 
   
          (3) in the case of Covenant Defeasance, the Company shall have
     delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
     Trustee confirming that the holders of the outstanding Notes will not
     recognize income, gain or loss for federal income tax purposes as a result
     of such Covenant Defeasance and will be subject to federal income tax on
     the same amounts, in the same manner and at the same times as would have
     been the case if such Covenant Defeasance had not occurred;
    
 
          (4) no Default or Event of Default shall have occurred and be
     continuing either: (a) on the date of such deposit (other than a Default or
     Event of Default resulting from the borrowing of funds to be applied to
     such deposit); or (b) or insofar as Events of Default from bankruptcy or
     insolvency events are concerned, at any time in the period ending on the
     91st day after the date of deposit;
 
          (5) such Legal Defeasance or Covenant Defeasance will not result in a
     breach or violation of, or constitute a default under any material
     agreement or instrument (other than the Indentures) to which the Company or
     any of its Restricted Subsidiaries is a party or by which the Company or
     any of its Restricted Subsidiaries is bound;
 
   
          (6) the Company must have delivered to the Trustee an Opinion of
     Counsel to the effect that after the 91st day assuming no intervening
     bankruptcy, that no holder is an insider of the Company following the
     deposit and that such deposit would not be deemed by a court of competent
     jurisdiction a transfer for the benefit of either Issuer in its capacity as
     such, the trust funds will not be subject to the effect of any applicable
     bankruptcy, insolvency, reorganization or similar laws affecting creditors'
     rights generally;
    
 
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