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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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amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $100.0
million or more, (vi) failure by the Company or any of its Restricted
Subsidiaries, or by the Guarantor or any of its Restricted Subsidiaries to pay
final judgments which are non-appealable aggregating in excess of $100.0 million
(net of applicable insurance which has not been denied in writing by the
insurer), which judgments are not paid, discharged or stayed for a period of 60
days, (vii) certain events of bankruptcy or insolvency with respect to the
Company or the Guarantor or any of their Significant Subsidiaries, (viii) except
as permitted by the Indenture the Guarantee of the Guarantor being held in any
judicial proceeding to be unenforceable or invalid or ceasing for any reason to
be in full force and effect or is caused by the Guarantor's, or any Person's
(such Person acting on behalf of the Guarantor), denial or disaffirmation of its
obligations under the Guarantee or (ix) except as permitted by the Indenture any
of the Pledge Documents cease to be in full force and effect (other than in
accordance with their respective terms or the terms of the Indenture), or any of
the Pledge Documents cease to give the Trustee or the Company, as the case may
be, the Liens purported to be created thereby, or any Pledge Document is
declared null and void. In the case of an Event of Default arising from certain
events of bankruptcy or insolvency with respect to the Company, all outstanding
Notes will become due and payable without further action or notice. If any other
Event of Default occurs and is continuing, the Trustee by notice to the Issuers
or the Holders of at least 25% in aggregate principal amount at maturity of the
then outstanding Notes by notice to the Issuers and the Trustee may declare all
the Notes to be due and payable in an amount equal to (x) the Accreted Value of
the Notes outstanding on the date of acceleration, if such declaration is made
prior to the Full Accretion Date or (y) the entire principal amount at maturity
of all the Notes outstanding on the date of acceleration, plus accrued interest,
if any, to the date of acceleration, if such declaration is made after the Full
Accretion Date. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in aggregate principal amount at maturity of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount at maturity of
the Notes then outstanding by notice to the Trustee may on behalf of the Holders
of all of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default
in the payment of interest on, or the Accreted Value of, the Notes. The Company
is required to deliver to the Trustee annually a statement regarding compliance
with the Indenture. Upon becoming aware of any Default or Event of Default, the
Company is required to deliver to the Trustee a statement specifying such
Default or Event of Default.

            13. TRUSTEE DEALINGS WITH ISSUERS. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Issuers, the Guarantor or their Affiliates, and may otherwise
deal with the Issuers, the Guarantor or their Affiliates, as if it were not the
Trustee.

            14. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator, member or stockholder of either of the Issuers or the Guarantor,
as such, shall not have any liability for any obligations of the Issuers under
the Notes or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives 


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