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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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        Purchasers in accordance with the terms of this Agreement, will have
        been duly executed, authenticated, issued and delivered and will
        constitute valid and legally binding obligations of the Issuers
        entitled to the benefits provided by the indenture to be dated as of
        January 12, 2000 (the "Ten-Year Senior Note Indenture" and, together
        with the Nine-Year Senior Note Indenture, the "Senior Note Indentures")
        between the Issuers and the Trustee, under which they are to be issued
        and enforceable against the Issuers in accordance with their terms,
        subject, as to enforcement, to bankruptcy, insolvency, reorganization
        and other laws of general applicability relating to or affecting
        creditors' rights and to general equity principles;

               (h)    The Senior Discount Notes have been duly authorized and,
        when executed by the Issuers and authenticated by the Trustee in
        accordance with the provisions of the Senior Discount Note Indenture
        (as defined) and when delivered to, and paid for, by the Purchasers in
        accordance with the terms of this Agreement, will have been duly
        executed, authenticated, issued and delivered and will constitute valid
        and legally binding obligations of the Issuers entitled to the benefits
        provided by the indenture to be dated as of January 12, 2000 (the
        "Senior Discount Note Indenture" and, together with the Senior Note
        Indentures, the "Indentures") between the Issuers and the Trustee,
        under which they are to be issued and enforceable against the Issuers
        in accordance with their terms, subject, as to enforcement, to
        bankruptcy, insolvency, reorganization and other laws of general
        applicability relating to or affecting creditors' rights and to general
        equity principles; and the Securities will conform to the descriptions
        thereof in the Offering Circular and will be in substantially the form
        previously delivered to you;

               (i)   The Indentures have been duly authorized and, when
        executed and delivered by the Issuers (and assuming the due execution
        and delivery thereof by the Trustee), the Indentures will constitute
        valid and legally binding instruments, enforceable against the Issuers
        in accordance with their terms, subject, as to enforcement, to
        bankruptcy, insolvency, reorganization and other laws of general
        applicability relating to or affecting creditors' rights and to general
        equity principles; the Indentures meet the requirements for
        qualification under the United States Trust Indenture Act of 1939, as
        amended (the "Trust Indenture Act"); and the Indentures will conform in
        all material respects to the descriptions thereof in the Offering
        Circular;

               (j)    The exchange and registration rights agreements to be
        entered into between the Issuers and the Purchasers relating to the
        Securities, substantially in the form of Exhibits A, B and C hereto
        (the "Registration Rights Agreements"), have been duly authorized by
        the Issuers, and when executed and delivered by the Issuers (assuming
        the due execution and delivery thereof by the Purchasers), will
        constitute valid and legally binding instruments, enforceable against
        the Issuers in accordance with their terms, except that (A) the
        enforcement thereof may be subject to (i) bankruptcy, insolvency,