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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 04/30/1999
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NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS AND
STOCKHOLDERS
 
     No director, officer, employee, incorporator, member or stockholder of the
Company, as such, shall have any liability for any obligations of the Company
under the Notes, the Indentures, or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release will be
part of the consideration for issuance of the Notes. The waiver may not be
effective to waive liabilities under the federal securities laws.
 
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 
     The Company may, at its option and at any time, elect to have all of its
obligations discharged with respect to the outstanding Notes ("Legal
Defeasance") except for:
 
          (1) the rights of holders of outstanding Notes to receive payments in
     respect of the Accreted Value or principal of, premium, if any, and
     interest on such Notes when such payments are due from the trust referred
     to below;
 
          (2) the Company's obligations with respect to the Notes concerning
     issuing temporary Notes, registration of Notes, mutilated, destroyed, lost
     or stolen Notes and the maintenance of an office or agency for payment and
     money for security payments held in trust;
 
          (3) the rights, powers, trusts, duties and immunities of the
     applicable Trustee, and the Company's obligations in connection therewith;
     and
 
          (4) the Legal Defeasance provisions of the Indentures.
 
     In addition, the Company may, at its option and at any time, elect to have
the obligations of the Company released with respect to certain covenants that
are described in the Indentures ("Covenant Defeasance") and thereafter any
omission to comply with those covenants shall not constitute a Default or Event
of Default with respect to the Notes. In the event Covenant Defeasance occurs,
certain events (not including non-payment, bankruptcy, receivership,
rehabilitation and insolvency events) described under "Events of Default" will
no longer constitute an Event of Default with respect to the Notes.
 
     In order to exercise either Legal Defeasance or Covenant Defeasance:
 
          (1) the Company must irrevocably deposit with the applicable Trustee,
     in trust, for the benefit of the holders of the Notes, cash in U.S.
     dollars, non-callable Government Securities, or a combination thereof, in
     such amounts as will be sufficient, in the opinion of a nationally
     recognized firm of independent public accountants, to pay the principal of,
     premium, if any, and interest on the outstanding Notes on the stated
     maturity or on the applicable redemption date, as the case may be, and the
     Company must specify whether the Notes are being defeased to maturity or to
     a particular redemption date;
 
          (2) in the case of Legal Defeasance, the Company shall have delivered
     to the applicable Trustee an Opinion of Counsel reasonably acceptable to
     the applicable Trustee confirming that (a) the Company has received from,
     or there has been published by, the Internal Revenue Service a ruling or
     (b) since the date of the Indentures, there has been a change in the
     applicable federal income tax law, in either case to the effect that, and
     based thereon such opinion of counsel shall confirm that, the holders of
     the outstanding Notes will not recognize income, gain or loss for federal
 
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