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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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    Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time
    as the Issuers furnishes an amended or supplemented prospectus pursuant to
    Section 3(e) or Section 3(c)(iv) hereof, each such registration statement,
    and each prospectus (including any summary prospectus) contained therein or
    furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended
    or supplemented, will conform in all material respects to the requirements
    of the Securities Act and the Trust Indenture Act and the rules and
    regulations of the Commission thereunder and will not contain an untrue
    statement of a material fact or omit to state a material fact required to
    be stated therein or necessary to make the statements therein not
    misleading in the light of the circumstances then existing; provided,
    however, that this covenant shall not apply to any statements or omissions
    made in reliance upon and in conformity with information furnished in
    writing to the Issuers by a holder of Registrable Securities expressly for
    use therein.

        (b) Any documents incorporated by reference in any prospectus referred
    to in Section 5(a) hereof, when they become or became effective or are or
    were filed with the Commission, as the case may be, will conform or
    conformed in all material respects to the requirements of the Securities 
    Act or the Exchange Act, as applicable, and none of such documents will
    contain or contained an untrue statement of a material fact or will omit or
    omitted to state a material fact required to be stated therein or necessary
    to make the statements therein not misleading; provided, however, that this
    covenant shall not apply to any statements or omissions made in reliance
    upon and in conformity with information furnished in writing to the Issuers
    by a holder of Registrable Securities expressly for use therein.

        (c) The compliance by the Issuers with all of the provisions of this
    Exchange and Registration Rights Agreement and the consummation of the
    transactions herein contemplated will not conflict with or result in a
    material breach of any of the terms or provisions of, or constitute a
    default under, any indenture, mortgage, deed of trust, loan agreement,
    lease, license, franchise agreement, permit or other material agreement or
    instrument to which either of the Issuers or any of their subsidiaries is a
    party or by which either of the Issuers or any of their subsidiaries is
    bound or to which any of the property or assets of the Issuers or any of
    their subsidiaries is subject, nor will such action result in any
    violation of the provisions of the certificate of formation or limited
    liability company agreement of the Company or the certificate of
    incorporation or bylaws of Charter Capital or any statute or any order, rule
    or regulation of any court or governmental agency or body, including 
    without limitation, the Communications Act of 1934, as amended, the Cable
    Communications Policy Act of 1984, as amended, the Cable Television
    Consumer Protection and Competition Act of 1992, as amended, and the
    Telecommunications Act of 1996 (collectively, the "Cable Acts") or any
    order, rule or regulation of the Federal Communications Commission (the
    "FCC"), having jurisdiction over the Issuers or any of their subsidiaries
    or any of their properties, except for any such violation which would not
    materially impair the Issuers' ability to comply herewith; and no consent,
    approval,