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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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hereunder, the principal amount of Eight-Year Senior Notes set forth opposite
the name of such Purchaser in Schedule I hereto.

                  (b) Subject to the terms and conditions herein set forth, the
Issuers agree to issue and sell to each of the Purchasers, and each of the
Purchasers agrees, severally and not jointly, to purchase from the Issuers, at a
purchase price of 97.695 % of the principal amount thereof, plus accrued
interest, if any, from March 17, 1999 to the Time of Delivery hereunder, the
principal amount of Ten-Year Senior Notes set forth opposite the name of such
Purchaser in Schedule I hereto.

                  (c) Subject to the terms and conditions herein set forth, the
Issuers agree to issue and sell to each of the Purchasers, and each of the
Purchasers agrees, severally and not jointly, to purchase from the Issuers, at a
purchase price of 60.0126% of the principal amount at maturity thereof, plus
accretion, if any, from March 17, 1999 to the Time of Delivery hereunder, the
principal amount at maturity of Senior Discount Notes set forth opposite the
name of such Purchaser in Schedule I hereto.

            3. Upon the authorization by you of the release of the Securities,
the several Purchasers propose to offer the Securities for sale upon the terms
and conditions set forth in this Agreement and the Offering Circular and each
Purchaser hereby represents and warrants to, and agrees with the Issuers that:

            (a) It will offer and sell the Securities only: (i) to persons who
      it reasonably believes are "qualified institutional buyers" ("QIBs")
      within the meaning of Rule 144A under the Act in transactions meeting the
      requirements of Rule 144A or (ii) upon the terms and conditions set forth
      in Annex I to this Agreement;

            (b) It is a QIB; and

            (c) It has not offered and will not offer or sell the Securities by
      any form of general solicitation or general advertising, including but not
      limited to the methods described in Rule 502(c) under the Act.

            4. (a) The Securities to be purchased by each Purchaser hereunder
will be represented by definitive global Securities in book-entry form which
will be deposited by or on behalf of the Issuers with The Depository Trust
Company ("DTC") or its designated custodian. The Issuers will deliver the
Securities to Goldman, Sachs & Co., for the account of each Purchaser, against
payment by or on behalf of such Purchaser of the purchase price therefor by wire
transfer of same day funds wired in accordance with the written instructions of
the Company, by causing DTC to credit the Securities to the account of Goldman,
Sachs & Co. at DTC. The Issuers will cause the certificates representing the
Securities to be made available to Goldman, Sachs & Co. for checking at least
twenty-four hours prior to the Time of Delivery (as defined below) at the office
of DTC or its designated custodian (the "Designated Office"). The time and date
of such delivery and payment shall be 9:30 a.m., New York City time, on March
17, 1999 or such other time and date as Goldman, Sachs & Co. and the Issuers may
agree upon in writing. Such time and date are herein called the "Time of
Delivery."

            (b) The documents to be delivered at the Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the
cross-receipt for the Securities 


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