Print Page  Close Window

SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
<PAGE>   97

need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

      10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes, other than with respect to the payment of
Additional Amounts.

      11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes), and any existing default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the Notes then
outstanding (including, without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, Notes). Without the
consent of any Holder of a Note, the Issuers and the Trustee may amend or
supplement the Indenture or the Notes to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of an Issuers' or the
Guarantor's obligations, as the case may be, to Holders of Notes in the case of
a merger or consolidation or sale of all or substantially all of the assets of
either Issuer or the Guarantor, as the case may be, to make any change that
would provide any additional rights or benefits to the Holders of Notes or that
does not adversely affect the legal rights under the Indenture of any such
Holder, or to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA or otherwise as
necessary to comply with applicable law.

      12. DEFAULTS AND REMEDIES. Each of the following is an Event of Default:
(i) default for 30 days in the payment when due of interest on the Notes, (ii)
default in payment when due of the principal of or premium, if any, on the
Notes, (iii) failure by the Company or any of its Restricted Subsidiaries, or
the Guarantor or any of its Restricted Subsidiaries, to comply with Sections
4.16 and 5.01 of the Indenture, (iv) failure by the Company or any of its
Restricted Subsidiaries, or the Guarantor or any of its Restricted Subsidiaries,
for 30 days after written notice thereof has been given to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% of the
aggregate principal amount of the Notes outstanding to comply with any of their
other covenants or agreements in the Indenture, (v) default under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any
of its Restricted Subsidiaries, or by the Guarantor or any of its Restricted
Subsidiaries, (or the payment of which is guaranteed by the Company or any of
its Restricted Subsidiaries, or by the Guarantor or any of its Restricted
Subsidiaries), whether such Indebtedness or guarantee now exists or is created
after the date of the Indenture, if that default: (a) is caused by a failure to
pay at final stated maturity the principal amount of such Indebtedness prior to
the expiration of the grace period provided in such Indebtedness on the date of
such default (a "Payment Default"); or (b) results in the acceleration of such
Indebtedness prior to its express maturity, and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $100.0 million or more, (vi)
failure by the Company or any of its Restricted Subsidiaries, or by the
Guarantor or any of its Restricted Subsidiaries, to pay final judgments which
are non-appealable aggregating in excess of $100.0 million (net of applicable
insurance which has not been denied in writing by the insurer), which judgments
are not paid, discharged or stayed for a period of 60 days, (vii) certain events
of bankruptcy or insolvency with respect to the Company, the Guarantor or any of
their Significant Subsidiaries, (viii) except as permitted by the Indenture, the
Guarantee of the Guarantor being held in any judicial proceeding to be
unenforceable or invalid or ceasing for any reason to be in full force and
effect or is caused by the Guarantor's, or any Person's (such Person acting on
behalf of the Guarantor), denial or disaffirmation of its obligations under the
Guarantee or (ix) except as 


                                      A-6