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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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                                                                       EXHIBIT E

                                FORM OF GUARANTEE

      For value received, the undersigned hereby unconditionally guarantees, as
principal obligor and not only as a surety, to the Holder of this Note the cash
payments in United States dollars of principal of, premium, if any, and interest
on this Note (and including Special Interest payable thereon) in the amounts and
at the times when due and interest on the overdue principal, premium, if any,
and interest, if any, of this Note, if lawful, and the payment or performance of
all other obligations of the Issuers under the Indenture (as defined below) or
the Notes, to the Holder of this Note and the Trustee, all in accordance with
and subject to the terms and limitations of this Note, Article Ten of the
Indenture and this Guarantee. This Guarantee will become effective in accordance
with Article Ten of the Indenture and its terms shall be evidenced therein. The
validity and enforceability of any Guarantee shall not be affected by the fact
that it is not affixed to any particular Note. Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Indenture dated
as of March 17, 1999, among Charter Communications Holdings, LLC, a Delaware
limited liability company, Charter Communications Holdings Capital Corporation,
a company incorporated under the laws of Delaware, Marcus Cable Holdings, LLC, a
Delaware limited liability company, as guarantor, and Harris Trust and Savings
Bank, as trustee, as amended or supplemented (the "Indenture").

      The obligations of the undersigned to the Holders of Notes and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article Ten of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.

      THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAW. Each Guarantor hereby agrees to submit to the jurisdiction of the courts
of the State of New York in any action or proceeding arising out of or relating
to this Guarantee.

      This Guarantee is subject to release upon the terms set forth in the
Indenture.


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