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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 08/27/1999
Entire Document
 
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limitation, any cash received upon the sale or other disposition of any non-cash
consideration received in any Asset Sale, net of the direct costs relating to
such Asset Sale, including, without limitation, legal, accounting and investment
banking fees, and sales commissions, and any relocation expenses incurred as a
result thereof or taxes paid or payable as a result thereof, including amounts
distributable in respect of owners', partners' or members' tax liabilities
resulting from such sale, in each case after taking into account any available
tax credits or deductions and any tax sharing arrangements and amounts required
to be applied to the repayment of Indebtedness.
 
     "NON-RECOURSE DEBT" means Indebtedness:
 
          (1) as to which neither Charter Holdings nor any of its Restricted
     Subsidiaries
 
             (a) provides credit support of any kind, including any undertaking,
        agreement or instrument that would constitute Indebtedness,
 
             (b) is directly or indirectly liable as a guarantor or otherwise,
        or
 
             (c) constitutes the lender;
 
          (2) no default with respect to which, including any rights that the
     holders thereof may have to take enforcement action against an Unrestricted
     Subsidiary, would permit upon notice, lapse of time or both any holder of
     any other Indebtedness, other than the notes, of Charter Holdings or any of
     its Restricted Subsidiaries to declare a default on such other Indebtedness
     or cause the payment thereof to be accelerated or payable prior to its
     stated maturity; and
 
          (3) as to which the lenders have been notified in writing that they
     will not have any recourse to the stock or assets of Charter Holdings or
     any of its Restricted Subsidiaries.
 
     "PAYMENT DEFAULT" is set forth above under the caption "-- Events of
Default and Remedies."
 
     "PERMITTED DEBT" is set forth above under the caption "-- Certain
Covenants -- Incurrence of indebtedness and Issuance of preferred stock."
 
     "PERMITTED INVESTMENTS" means:
 
          (1) any Investment by Charter Holdings in a Restricted Subsidiary of
     Charter Holdings, or any Investment by a Restricted Subsidiary of Charter
     Holdings in Charter Holdings;
 
          (2) any Investment in Cash Equivalents;
 
          (3) any Investment by Charter Holdings or any Restricted Subsidiary of
     Charter Holdings in a Person, if as a result of such Investment:
 
             (a) such Person becomes a Restricted Subsidiary of Charter
        Holdings; or
 
             (b) such Person is merged, consolidated or amalgamated with or
        into, or transfers or conveys substantially all of its assets to, or is
        liquidated into, Charter Holdings or a Restricted Subsidiary of Charter
        Holdings;
 
          (4) any Investment made as a result of the receipt of non-cash
     consideration from an Asset Sale that was made pursuant to and in
     compliance with the covenant described above under the caption
     "-- Repurchase at the Option of Holders -- Asset Sales";
 
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