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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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consent, waiver or amendment of any of the terms or provisions of this Indenture
or the Notes unless such consideration is offered to be paid and is paid to all
Holders of the Notes that consent, waive or agree to amend in the time frame set
forth in the solicitation documents relating to such consent, waiver or
agreement.

Section 4.19. Application of Fall-Away Covenants.

            During any period of time that (a) the Notes have Investment Grade
Ratings from both Rating Agencies and (b) no Default or Event of Default has
occurred and is continuing, the Company and its Restricted Subsidiaries and the
Guarantor and its Restricted Subsidiaries shall not be subject to the provisions
of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and clause (4) of the first
paragraph of Section 5.01 (collectively, the "Suspended Covenants"). In the
event that the Company and its Restricted Subsidiaries are not subject to the
Suspended Covenants for any period of time as a result of the preceding sentence
and, subsequently, one or both of the Rating Agencies withdraws its ratings or
downgrades the ratings assigned to the Notes below the required Investment Grade
Ratings or a Default or Event of Default occurs and is continuing, then the
Company and its Restricted Subsidiaries and the Guarantor and its Restricted
Subsidiaries shall thereafter again be subject to the Suspended Covenants and
compliance with the Suspended Covenants with respect to the Restricted Payments
made after the time of such withdrawal, downgrade, Default or Event of Default
will be calculated in accordance with the terms of Section 4.07 as though such
covenant had been in effect during the entire period of time from the Issue
Date.

Section 4.20. Impairment of Security Interest.

            Neither the Company, the Guarantor nor any of their Subsidiaries
shall take or omit to take any action which action or omission would have the
result of adversely affecting or impairing the security interest in favor of the
Trustee, on behalf of itself and the Holders, with respect to the Collateral,
and neither the Company, the Guarantor nor any of their Subsidiaries shall grant
to any Person, or suffer any Person (other than the Trustee with respect to the
Collateral securing the obligations under the Notes and the Company with respect
to the Collateral securing the obligations under the Mirror Note) to have any
interest whatsoever in the Collateral other than Liens permitted by the Pledge
Documents. Neither the Company nor any of its Subsidiaries shall enter into any
agreement or instrument that by its terms requires the proceeds received from
any sale of Collateral to be applied to repay, redeem, defease or otherwise
acquire or retire any Indebtedness of any Person, other than pursuant to this
Indenture, the Notes and the Pledge Documents.

Section 4.21. Security Interest.

            The Company and the Guarantor shall, and shall cause each of their
Restricted Subsidiaries to, undertake to deliver or cause to be delivered to the
Trustee from time to time such other documentation, consents, authorizations,
approvals and orders in form and substance reasonably satisfactory to the
Trustee as the Trustee shall deem necessary or advisable to perfect or maintain
the security interest in the Collateral for the benefit of the Trustee on behalf
of the Holders until any such Collateral is released in accordance with the
terms of this Indenture.