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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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            (g) The Ten-Year Senior Notes have been duly authorized and, when
      executed by the Issuers and authenticated by the Trustee in accordance
      with the provisions of the Ten-Year Senior Note Indenture (as defined) and
      when delivered to, and paid for, by the Purchasers in accordance with the
      terms of this Agreement, will have been duly executed, authenticated,
      issued and delivered and will constitute valid and legally binding
      obligations of the Issuers entitled to the benefits provided by the
      indenture to be dated as of March 17, 1999 (the "Ten-Year Senior Note
      Indenture" and, together with the Eight-Year Senior Note Indenture, the
      "Senior Note Indentures") between the Issuers, the Guarantor and the
      Trustee, under which they are to be issued and enforceable against the
      Issuers in accordance with their terms, subject, as to enforcement, to
      bankruptcy, insolvency, reorganization and other laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles;

            (h) The Senior Discount Notes have been duly authorized and, when
      executed by the Issuers and authenticated by the Trustee in accordance
      with the provisions of the Senior Discount Note Indenture (as defined) and
      when delivered to, and paid for, by the Purchasers in accordance with the
      terms of this Agreement, will have been duly executed, authenticated,
      issued and delivered and will constitute valid and legally binding
      obligations of the Issuers entitled to the benefits provided by the
      indenture to be dated as of March 17, 1999 (the "Senior Discount Note
      Indenture" and, together with the Senior Note Indentures, the
      "Indentures") between the Issuers, the Guarantor and the Trustee, under
      which they are to be issued and enforceable against the Issuers in
      accordance with their terms, subject, as to enforcement, to bankruptcy,
      insolvency, reorganization and other laws of general applicability
      relating to or affecting creditors' rights and to general equity
      principles; and the Notes will conform to the descriptions thereof in the
      Offering Circular and will be in substantially the form previously
      delivered to you;

            (i) The Guarantees have been duly authorized by the Guarantor, and
      when the Notes are executed by the Issuers and authenticated by the
      Trustee in accordance with the provisions of the Indentures and, in the
      case of the Notes, delivered to and paid for by the Purchasers in
      accordance with the provisions of this Agreement, will constitute legal,
      valid and binding obligations of the Guarantor entitled to the benefits
      provided by the Indentures and enforceable against the Guarantor in
      accordance with their terms, subject, as to enforcement, to bankruptcy,
      insolvency, reorganization and other laws of general applicability
      relating to or affecting creditors' rights and to general equity
      principles; and the Guarantees will conform in all material respects to
      the descriptions thereof in the Offering Circular;

            (j) The Indentures have been duly authorized and, when executed and
      delivered by the Issuers and the Guarantor (and assuming the due execution
      and delivery thereof by the Trustee), the Indentures will constitute valid
      and legally binding instruments, enforceable against the Issuers and the
      Guarantor in accordance with their terms, subject, as to enforcement, to
      bankruptcy, insolvency, reorganization and other laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles; the Indentures meet the requirements for qualification
      under the Trust Indenture Act; and the Indentures will conform in all
      material respects to the descriptions thereof in the Offering Circular;


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