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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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tender offer or exchange offer for, Notes). Section 2.08 shall determine which
Notes are considered to be "outstanding" for purposes of this Section 9.02.

      Upon the request of the Issuers accompanied by a resolution of their
respective Boards of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02, the
Trustee shall join with the Issuers and the Guarantor in the execution of such
amended or supplemental Indenture unless such amended or supplemental Indenture
directly affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental Indenture.

      It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

      After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07, the Holders of a
majority in aggregate principal amount of the Notes then outstanding may waive
compliance in a particular instance by the Issuers with any provision of this
Indenture or the Notes. However, without the consent of each Holder affected, an
amendment, supplement or waiver under this Section 9.02 may not (with respect to
any Notes held by a non-consenting Holder):

            (a) reduce the principal amount of Notes whose Holders must consent
      to an amendment, supplement or waiver;

            (b) reduce the principal of or change the fixed maturity of any Note
      or alter the payment provisions with respect to the redemption of the
      Notes (other than provisions relating to Sections 4.11 and 4.16);

            (c) reduce the rate of or extend the time for payment of interest on
      any Note;

            (d) waive a Default or Event of Default in the payment of principal
      of or premium, if any, or interest on the Notes (except a rescission of
      acceleration of the Notes by the Holders of at least a majority in
      aggregate principal amount of the Notes and a waiver of the payment
      default that resulted from such acceleration);

            (e) make any Note payable in money other than that stated in the
      Notes;

            (f) make any change in the provisions of this Indenture relating to
      waivers of past Defaults or the rights of Holders of Notes to receive
      payments of principal of or premium, if any, or interest on the Notes;

            (g) waive a redemption payment with respect to any Note (other than
      a payment required by one of the covenants described in Sections 4.11 and
      4.16);

            (h) amend any provision or release the Guarantee of the Guarantor
      except pursuant to the Marcus Combination; or


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