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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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            ered by such an opinion, as the managing underwriters, if any, or as
            any Electing Holders of at least 20% in aggregate principal amount
            of the Registrable Securities at the time outstanding may reasonably
            request, addressed to such Electing Holder or Electing Holders and
            the placement or sales agent, if any, therefor and the underwriters,
            if any, thereof and dated the date of the Effective Time of such
            Shelf Registration Statement (and if such Shelf Registration
            Statement contemplates an underwritten offering of a part or all of
            the Registrable Securities, dated the date of the closing under the
            underwriting agreement relating thereto) (it being agreed that the
            matters to be covered by such opinion shall include the matters set
            forth in paragraph (b) of Section 7 of the Purchase Agreement to the
            extent applicable to an offering of this type); (C) obtain a "cold
            comfort" letter or letters from the independent certified public
            accountants of the Issuers addressed to the selling Electing
            Holders, the placement or sales agent, if any, therefor or the
            underwriters, if any, thereof, dated (i) the effective date of such
            Shelf Registration Statement and (ii) the effective date of any
            prospectus supplement to the prospectus included in such Shelf
            Registration Statement or post-effective amendment to such Shelf
            Registration Statement which includes unaudited or audited financial
            statements as of a date or for a period subsequent to that of the
            latest such statements included in such prospectus (and, if such
            Shelf Registration Statement contemplates an underwritten offering
            pursuant to any prospectus supplement to the prospectus included in
            such Shelf Registration Statement or post-effective amendment to
            such Shelf Registration Statement which includes unaudited or
            audited financial statements as of a date or for a period subsequent
            to that of the latest such statements included in such prospectus,
            dated the date of the closing under the underwriting agreement
            relating thereto), such letter or letters to be in customary form
            and covering such matters of the type customarily covered by letters
            of such type; (D) deliver such documents and certificates, including
            officers' certificates, as may be reasonably requested by any
            Electing Holders of at least 20% in aggregate principal amount of
            the Registrable Securities at the time outstanding or the placement
            or sales agent, if any, therefor and the managing underwriters, if
            any, thereof to evidence the accuracy of the representations and
            warranties made pursuant to clause (A) above or those contained in
            Section 5(a) hereof and the compliance with or satisfaction of any
            agreements or conditions contained in the underwriting agreement or
            other similar agreement entered into by the Issuers pursuant to
            Section 3(d)(xvi); and (E) undertake such obligations relating to
            expense reimbursement, indemnification and contribution as are
            provided in Section 6 hereof;

                  (xviii) notify in writing each holder of Registrable
            Securities of any proposal by the Issuers to amend or waive any
            provision of this Exchange and Registration Rights Agreement
            pursuant to Section 9(h) hereof and of any 


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