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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) (i) None of the Issuers, the Guarantor or any of their
      subsidiaries shall have sustained since the date of the latest audited
      financial statements included in the Offering Circular any loss or
      interference with its business from fire, explosion, flood or other
      calamity, whether or not covered by insurance, otherwise than as set forth
      or contemplated in the Offering Circular, and (ii) since the respective
      dates as of which information is given in the Offering Circular there
      shall not have been any change in the capital stock or long-term debt of
      the Issuers, the Guarantor or any of their subsidiaries or any change, or
      any development involving a prospective change, in or affecting the
      general affairs, management, financial position, stockholders' equity or
      results of operations of the Issuers, the Guarantor and their
      subsidiaries, otherwise than as set forth or contemplated in the Offering
      Circular, the effect of which, in any such case described in clause (i) or
      (ii), is in the judgment of the Purchasers so material and adverse as to
      make it impracticable or inadvisable to proceed with the public offering
      or the delivery of the Securities on the terms and in the manner
      contemplated in this Agreement and in the Offering Circular.

            (h) On or after the date hereof (i) no downgrading shall have
      occurred in the rating accorded the debt securities of either of the
      Issuers or the Guarantor by any "nationally recognized statistical rating
      organization," as that term is defined by the Commission for purposes of
      Rule 436(g)(2) under the Act, and (ii) no such organization shall have
      publicly announced that it has under surveillance or review, with possible
      negative implications, its rating of any of the debt securities of either
      of the Issuers or the Guarantor.

            (i) On or after the date hereof there shall not have occurred any of
      the following: (i) a suspension or material limitation in trading in
      securities generally on the New York Stock Exchange; (ii) a general
      moratorium on commercial banking activities declared by either Federal or
      New York State authorities; (iii) the outbreak or escalation of
      hostilities involving the United States or the declaration by the United
      States of a national emergency or war, if the effect of any such event
      specified in this clause (iii) in the judgment of the Purchasers makes it
      impracticable or inadvisable to proceed with the offering or the delivery
      of the Securities on the terms and in the manner contemplated in the
      Offering Circular; or (iv) the occurrence of any material adverse change
      in the existing financial, political or economic conditions in the United
      States or elsewhere, which in the judgment of the Purchasers, would
      materially and adversely affect the financial markets or the market for
      the Securities and other debt securities.

            (j) The Securities shall have been designated for trading on PORTAL.

            (k) The Issuers and the Guarantor shall have furnished or caused to
      be furnished to you at the Time of Delivery certificates of officers of
      each of the Issuers and the Guarantor satisfactory to you as to the
      accuracy of the representations and warranties of the Issuers and the
      Guarantor herein at and as of such Time of Delivery, as to the performance
      by the Issuers and the Guarantor of all of their obligations hereunder to
      be performed at or prior to such Time of Delivery, as to the matters set
      forth in subsections (g) and (h) of this Section and as to such other
      matters as you may reasonably request.


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