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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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otherwise acquire or retire any Indebtedness of any Person, other than pursuant
to this Indenture, the Notes and the Pledge Documents.

Section 4.21. Security Interest.

      The Company and the Guarantor shall, and shall cause each of their
Restricted Subsidiaries to, undertake to deliver or cause to be delivered to the
Trustee from time to time such other documentation, consents, authorizations,
approvals and orders in form and substance reasonably satisfactory to the
Trustee as the Trustee shall deem necessary or advisable to perfect or maintain
the security interest in the Collateral for the benefit of the Trustee on behalf
of the Holders until any such Collateral is released in accordance with the
terms of this Indenture.

                                    ARTICLE 5
                                   SUCCESSORS

Section 5.01. Merger, Consolidation, or Sale of Assets.

      Neither of the Issuers nor the Guarantor may, directly or indirectly: (1)
consolidate or merge with or into another Person (whether or not such Issuer, or
the Guarantor, as the case may be, is the surviving corporation); or (2) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of its
properties or assets, in one or more related transactions, to another Person;
unless:

            (1) either: (a) such Issuer, or the Guarantor, as the case may be,
      is the surviving corporation; or (b) the Person formed by or surviving any
      such consolidation or merger (if other than such Issuer, or the Guarantor,
      as the case may be) or to which such sale, assignment, transfer,
      conveyance or other disposition shall have been made is a Person organized
      or existing under the laws of the United States, any state thereof or the
      District of Columbia (provided that if the Person formed by or surviving
      any such consolidation or merger with either Issuer is a limited liability
      company or other Person other than a corporation, a corporate co-issuer
      shall also be an obligor with respect to the Notes);

            (2) the Person formed by or surviving any such consolidation or
      merger (if other than the Company, or the Guarantor, as the case may be)
      or the Person to which such sale, assignment, transfer, conveyance or
      other disposition shall have been made assumes all the obligations of the
      Company, or the Guarantor, as the case may be, under the Notes in the case
      of the Company, or under the Guarantee, in the case of the Guarantor, and
      this Indenture pursuant to agreements reasonably satisfactory to the
      Trustee;

            (3) immediately after such transaction no Default or Event of
      Default exists; and

            (4) the Company, or the Guarantor, as the case may be, or the Person
      formed by or surviving any such consolidation or merger (if other than the
      Company, or the Guarantor, as the case may be) will, on the date of such
      transaction after giving pro forma effect thereto and any related
      financing transactions as if the same had occurred at the beginning of the
      applicable four-quarter period, either (A) be permitted to incur at least
      $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set
      forth in the first paragraph of Section 4.10 or (B) have a Leverage Ratio
      immediately after giving effect to such consolidation or merger no greater
      than the Leverage Ratio immediately prior to such consolidation or merger.


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