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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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      likely to result in the termination of such Plan for purposes of Title IV
      of ERISA, (iv) any Single Employer Plan shall terminate for purposes of
      Title IV of ERISA, (v) the Borrower or any Commonly Controlled Entity
      shall, or in the reasonable opinion of the Required Lenders is likely to,
      incur any liability in connection with a withdrawal from, or the
      Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other
      event or condition shall occur or exist with respect to a Plan; and in
      each case in clauses (i) through (vi) above, such event or condition,
      together with all other such events or conditions, if any, could, in the
      sole judgment of the Required Lenders, reasonably be expected to have a
      Material Adverse Effect; or

            (h) one or more judgments or decrees shall be entered against
      Holdings, the Borrower or any of its Subsidiaries involving in the
      aggregate a liability (to the extent not paid or fully covered by
      insurance as to which the relevant insurance company has acknowledged
      coverage) of $25,000,000 or more, and all such judgments or decrees shall
      not have been vacated, discharged, stayed or bonded pending appeal within
      30 days from the entry thereof; or

            (i) the Guarantee and Collateral Agreement shall cease, for any
      reason (other than the gross negligence or willful misconduct of the
      Funding Agent), to be in full force and effect, or any Loan Party or any
      Affiliate of any Loan Party shall so assert, or any Lien created by the
      Guarantee and Collateral Agreement shall cease to be enforceable and of
      the same effect and priority purported to be created thereby; or

            (j) (i) the Paul Allen Group shall cease to have the power, directly
      or indirectly, to vote or direct the voting of Equity Interests having at
      least 51% (determined on a fully diluted basis) of the ordinary voting
      power for the management of Charter; (ii) the Paul Allen Group shall cease
      to own of record and beneficially, directly or indirectly, Equity
      Interests of Charter representing at least 51% (determined on a fully
      diluted basis) of the economic interests therein (provided that such
      percentage shall be reduced to 35% after the consummation of an Initial
      Public Offering); (iii) prior to the Marcus Combination the Paul Allen
      Group shall cease to own of record and beneficially, directly or
      indirectly, Equity Interests of Marcus representing at least 51%
      (determined on a fully diluted basis) of the economic interests therein
      (provided that such percentage shall be reduced to 35% after the
      consummation of an Initial Public Offering); (iv) a Specified Change of
      Control shall occur; or (v) the Borrower shall cease to be a direct Wholly
      Owned Subsidiary of Holdings; or

            (k) any member of the Charter Group (other than the Borrower or any
      of its Subsidiaries) shall consummate an offering or sale of Equity
      Interests of any member of the Charter Group (excluding sales to other
      members of the Charter Group) without contributing 100% of the Net Cash
      Proceeds thereof to the Borrower within two Business Days after such
      member of the Charter Group receives such Net Cash Proceeds; or

            (l) the Borrower or any of its Subsidiaries shall have received a
      notice of termination or suspension with respect to any of its CATV
      Franchises or CATV Systems from the FCC or any Governmental Authority or
      other franchising authority or the Borrower or any of its Subsidiaries or
      the grantors of any CATV Franchises or CATV Systems shall fail to renew
      such CATV Franchises or CATV Systems at the stated expiration thereof if
      the percentage represented by such CATV Franchises or CATV Systems and any
      other CATV Franchises or CATV Systems which are then so terminated,
      suspended or not renewed of Consolidated Operating Cash Flow for the 12-
      month period preceding the date of the termination, suspension or failure
      to renew, as the case may be, (giving pro forma effect to any acquisitions
      or Dispositions that have occurred since the beginning of such 12-month
      period as if such acquisitions or Dispositions had occurred at the
      beginning of such 12-month period), would exceed 10%, unless (i) an
      alternative CATV