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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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scheduled to be paid in the documentation governing such Indebtedness on the
Issue Date, or, if none, the original documentation governing such Indebtedness,
and shall not include any contingent obligations to repay, redeem or repurchase
any such interest or principal prior to the date originally scheduled for the
payment thereof.
 
   
     "SUBORDINATED DEBT FINANCING" means, with respect to any restricted
subsidiary of Charter Holdings or the guarantor, a public offering or private
placement, whether pursuant to Rule 144A under the Securities Act or otherwise,
of subordinated notes or preferred stock, whether or not such preferred stock
constitutes disqualified stock, as the 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.
    
 
     "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.
    
 
   
     "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
    
 
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