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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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        of 1996 (collectively, the "Cable Acts") or any order, rule or
        regulation of the Federal Communications Commission (the "FCC"), except
        where such conflicts, breaches, violations or defaults would not,
        individually and in the aggregate, have a Material Adverse Effect and
        would not have the effect of preventing the Issuers from performing any
        of their respective obligations under this Agreement; nor will such
        action result in any violation of the certificate of formation or
        limited liability company agreement of the Company or the certificate
        of incorporation or bylaws of Charter Capital; and no consent,
        approval, authorization, order, registration or qualification of or
        with any such court or governmental agency or body is required,
        including, without limitation, under the Cable Acts or any order, rule
        or regulation of the FCC, for the issue and sale of the Securities or
        the consummation by the Issuers of the transactions contemplated by
        this Agreement, the Indentures or the Registration Rights Agreements,
        except such consents, approvals, authorizations, registrations or
        qualifications as have been made or except as may be required under
        state or foreign securities or Blue Sky laws in connection with the
        purchase and distribution of the Securities by the Purchasers and
        except such as will be made in the case of the Registration Rights
        Agreements or such as may be required by the National Association of
        Securities Dealers, Inc. ("NASD");

               (o)    None of the Issuers or any of their subsidiaries is (i)
        in violation of its certificate of incorporation, bylaws, certificate
        of formation, limited liability company agreement or other
        organizational document, as the case may be, (ii) in default in the
        performance or observance of any obligation, agreement, covenant or
        condition contained in any indenture, mortgage, deed of trust, loan
        agreement, lease, license, permit or other agreement or instrument to
        which it is a party or by which it or any of its properties may be
        bound or (iii) in violation of the terms of any franchise agreement, or
        any law, statute, rule or regulation or any judgment, decree or order,
        in any such case, of any court or governmental or regulatory agency or
        other body having jurisdiction over the Issuers, any of the Issuers'
        subsidiaries or any of their properties or assets, including, without
        limitation, the Cable Acts or any order, rule or regulation of the FCC,
        except, in the case of clauses (ii) and (iii), such as would not,
        individually and in the aggregate, have a Material Adverse Effect;

               (p)    The statements set forth in the Offering Circular under
        the captions "Description of Notes," insofar as they purport to
        constitute a summary of the terms of the Securities, under the captions
        "Risk Factors," "Business," "Regulation and Legislation," "Management,"
        "Certain Relationships and Related Transactions" and "Certain United
        States Federal Tax Considerations," insofar as they purport to describe
        the provisions of the laws, documents and arrangements referred to
        therein, are accurate in all material respects;

               (q)    Other than as set forth in the Offering Circular, there
        are no legal or governmental proceedings (including, without
        limitation, by the FCC or any franchising