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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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Guarantor in violation of the preceding sentence and any amounts owing to the
Trustee or the Holders of Notes under the Notes, this Indenture, or any other
document or instrument delivered under or in connection with such agreements or
instruments, shall not have been paid in full, such amount shall have been
deemed to have been paid to the Guarantor for the benefit of, and held in trust
for the benefit of, the Trustee or the Holders and shall forthwith be paid to
the Trustee for the benefit of itself or such Holders to be credited and applied
to the obligations in favor of the Trustee or the Holders, as the case may be,
whether matured or unmatured, in accordance with the terms of this Indenture.
The Guarantor acknowledges that it will receive direct and indirect benefits
from the financing arrangements contemplated by this Indenture and that the
waiver set forth in this Section 10.05 is knowingly made in contemplation of
such benefits.

Section 10.06. Immediate Payment.

      The Guarantor agrees to make immediate payment to the Trustee on behalf of
the Holders of all obligations under the Notes and this Indenture owing or
payable to the respective Holders upon receipt of a demand for payment therefor
by the Trustee to such Guarantor in writing.

Section 10.07. Obligations Continuing.

      The obligations of the Guarantor hereunder shall be continuing and shall
remain in full force and effect until all the obligations have been paid and
satisfied in full. The Guarantor agrees with the Trustee that it will from time
to time deliver to the Trustee suitable acknowledgments of this continued
liability hereunder.

Section 10.08. Obligations Reinstated.

      The obligations of the Guarantor hereunder shall continue to be effective
or shall be reinstated, as the case may be, if at any time any payment which
would otherwise have reduced the obligations of the Guarantor hereunder (whether
such payment shall have been made by or on behalf of either Issuer or by or on
behalf of the Guarantor) is rescinded or reclaimed from any of the Holders upon
the insolvency, bankruptcy, liquidation or reorganization of either Issuer or
the Guarantor or otherwise, all as though such payment had not been made. If
demand for, or acceleration of the time for, payment by either Issuer is stayed
upon the insolvency, bankruptcy, liquidation or reorganization of either Issuer,
all such Indebtedness otherwise subject to demand for payment or acceleration
shall nonetheless be payable by the Guarantor as provided herein.

Section 10.09. Obligations Not Affected.

      The obligations of the Guarantor hereunder shall not be affected, impaired
or diminished in any way by any act, omission, matter or thing whatsoever,
occurring before, upon or after any demand for payment hereunder (and whether or
not known or consented to by the Guarantor or any of the Holders) which, but for
this provision, might constitute a whole or partial defense to a claim against
the Guarantor hereunder or might operate to release or otherwise exonerate the
Guarantor from any of its obligations hereunder or otherwise affect such
obligations, whether occasioned by default of any of the Holders or otherwise.

Section 10.10. Waiver.

      Without in any way limiting the provisions of Section 10.01 hereof, the
Guarantor hereby waives notice or proof of reliance by the Holders upon the
obligations of the Guarantor hereunder, and diligence,


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