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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 04/30/1999
Entire Document
 
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     income tax purposes as a result of such Legal Defeasance and will be
     subject to federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such Legal Defeasance had
     not occurred;
 
          (3) in the case of Covenant Defeasance, the Company shall have
     delivered to the applicable Trustee an Opinion of Counsel reasonably
     acceptable to the applicable Trustee confirming that the holders of the
     outstanding Notes will not recognize income, gain or loss for federal
     income tax purposes as a result of such Covenant Defeasance and will be
     subject to federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such Covenant Defeasance
     had not occurred;
 
          (4) no Default or Event of Default shall have occurred and be
     continuing either: (a) on the date of such deposit (other than a Default or
     Event of Default resulting from the borrowing of funds to be applied to
     such deposit); or (b) or insofar as Events of Default from bankruptcy or
     insolvency events are concerned, at any time in the period ending on the
     91st day after the date of deposit;
 
          (5) such Legal Defeasance or Covenant Defeasance will not result in a
     breach or violation of, or constitute a default under any material
     agreement or instrument (other than the Indentures) to which the Company or
     any of its Restricted Subsidiaries is a party or by which the Company or
     any of its Restricted Subsidiaries is bound;
 
          (6) the Company must have delivered to the applicable Trustee an
     Opinion of Counsel to the effect that after the 91st day assuming no
     intervening bankruptcy, that no holder is an insider of the Company
     following the deposit and that such deposit would not be deemed by a court
     of competent jurisdiction a transfer for the benefit of either Co-Issuer in
     its capacity as such, the trust funds will not be subject to the effect of
     any applicable bankruptcy, insolvency, reorganization or similar laws
     affecting creditors' rights generally;
 
          (7) the Company must deliver to the applicable Trustee an Officers'
     Certificate stating that the deposit was not made by the Company with the
     intent of preferring the holders of Notes over the other creditors of the
     Company with the intent of defeating, hindering, delaying or defrauding
     creditors of the Company or others; and
 
          (8) the Company must deliver to the applicable Trustee an Officers'
     Certificate and an opinion of counsel, each stating that all conditions
     precedent relating to the Legal Defeasance or the Covenant Defeasance have
     been complied with.
 
     Notwithstanding the foregoing, the Opinion of Counsel required by clause
(2) above with respect to a Legal Defeasance need not be delivered if all Notes
not theretofore delivered to the Trustee for cancellation (i) have become due
and payable or (ii) will become due and payable on the maturity date within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Issuers.
 
AMENDMENT, SUPPLEMENT AND WAIVER
 
     Except as provided in the next two succeeding paragraphs, the Indentures or
the Notes may be amended or supplemented with the consent of the holders of at
least a majority in principal amount, in the case of the Eight-Year Senior Notes
and Ten-Year Senior Notes, and aggregate principal amount at maturity, in the
case of the Senior Discount Notes, of the Notes of such series then outstanding
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange
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