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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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not Incurred in connection with, or in contemplation of, such Person becoming a
Restricted Subsidiary. If the Guaranteed Indebtedness is subordinated to the
Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated
to the Subsidiary Guarantee at least to the extent that the Guaranteed
Indebtedness is subordinated to the Notes.
 
PAYMENTS FOR CONSENT
 
   
     Charter Holdings will not, and will not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of the Indentures or the Notes
unless such consideration is offered to be paid and is paid to all holders of
the Notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.
    
 
REPORTS
 
   
     Whether or not required by the Commission, so long as any Notes are
outstanding, Charter Holdings will furnish to the holders of Notes, within the
time periods specified in the Commission's rules and regulations:
    
 
   
          (1) all quarterly and annual financial information that would be
     required to be contained in a filing with the Commission on Forms 10-Q and
     10-K if Charter Holdings were required to file such Forms, including a
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations" and, with respect to the annual information only, a report on
     the annual financial statements by Charter Holdings' certified independent
     accountants; and
    
 
   
          (2) all current reports that would be required to be filed with the
     Commission on Form 8-K if Charter Holdings were required to file such
     reports.
    
 
   
     If Charter Holdings has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraph shall include a reasonably detailed presentation, either
on the face of the financial statements or in the footnotes thereto, and in
Management's Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations of Charter
Holdings and its Restricted Subsidiaries separate from the financial condition
and results of operations of the Unrestricted Subsidiaries of Charter Holdings.
    
 
   
     In addition, whether or not required by the Securities and Exchange
Commission, Charter Holdings will file a copy of all of the information and
reports referred to in clauses (1) and (2) above with the Commission for public
availability within the time periods specified in the Commission's rules and
regulations, unless the Securities and Exchange Commission will not accept such
a filing, and make such information available to securities analysts and
prospective investors upon request.
    
 
EVENTS OF DEFAULT AND REMEDIES
 
     Each of the following is an Event of Default:
 
   
          (1) default for 30 days in the payment when due of interest on the
     notes;
    
 
   
          (2) default in payment when due of the principal of or premium, if
     any, on the notes;
    
 
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