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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and clause (4)
of the first paragraph of Section 5.01 (collectively, the "Suspended
Covenants"). In the event that the Company and its Restricted Subsidiaries are
not subject to the Suspended Covenants for any period of time as a result of the
preceding sentence and, subsequently, one or both of the Rating Agencies
withdraws its ratings or downgrades the ratings assigned to the Notes below the
required Investment Grade Ratings or a Default or Event of Default occurs and is
continuing, then the Company and its Restricted Subsidiaries and the Guarantor
and its Restricted Subsidiaries shall thereafter again be subject to the
Suspended Covenants and compliance with the Suspended Covenants with respect to
the Restricted Payments made after the time of such withdrawal, downgrade,
Default or Event of Default will be calculated in accordance with the terms of
Section 4.07 as though such covenant had been in effect during the entire period
of time from the Issue Date.

Section 4.20. Impairment of Security Interest.

      Neither the Company, the Guarantor nor any of their Subsidiaries shall
take or omit to take any action which action or omission would have the result
of adversely affecting or impairing the security interest in favor of the
Trustee, on behalf of itself and the Holders, with respect to the Collateral,
and neither the Company, the Guarantor nor any of their Subsidiaries shall grant
to any Person, or suffer any Person (other than the Trustee with respect to the
Collateral securing the obligations under the Notes and the Company with respect
to the Collateral securing the obligations under the Mirror Note) to have any
interest whatsoever in the Collateral other than Liens permitted by the Pledge
Documents. Neither the Company nor any of its Subsidiaries shall enter into any
agreement or instrument that by its terms requires the proceeds received from
any sale of Collateral to be applied to repay, redeem, defease or otherwise
acquire or retire any Indebtedness of any Person, other than pursuant to this
Indenture, the Notes and the Pledge Documents.

Section 4.21. Security Interest.

      The Company and the Guarantor shall, and shall cause each of their
Restricted Subsidiaries to, undertake to deliver or cause to be delivered to the
Trustee from time to time such other documentation, consents, authorizations,
approvals and orders in form and substance reasonably satisfactory to the
Trustee as the Trustee shall deem necessary or advisable to perfect or maintain
the security interest in the Collateral for the benefit of the Trustee on behalf
of the Holders until any such Collateral is released in accordance with the
terms of this Indenture.

                                    ARTICLE 5
                                   SUCCESSORS

Section 5.01. Merger, Consolidation, or Sale of Assets.

      Neither of the Issuers nor the Guarantor may, directly or indirectly: (1)
consolidate or merge with or into another Person (whether or not such Issuer, or
the Guarantor, as the case may be, is the surviving corporation); or (2) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of its
properties or assets, in one or more related transactions, to another Person;
unless:

            (1) either: (a) such Issuer, or the Guarantor, as the case may be,
      is the surviving corporation; or (b) the Person formed by or surviving any
      such consolidation or merger (if other than such Issuer, or the Guarantor,
      as the case may be) or to which such sale, assignment, transfer,
      conveyance or other disposition shall have been made is a Person organized
      or existing 


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