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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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vided in subsection (a) above, the aggregate principal amount of Securities
which remains unpurchased exceeds one-tenth of the aggregate principal amount of
all the Securities, or if the Issuers and the Guarantor shall not exercise the
right described in subsection (b) above to require non-defaulting Purchasers to
purchase Securities of a defaulting Purchaser or Purchasers, then this Agreement
shall thereupon terminate, without liability on the part of any non-defaulting
Purchaser or the Issuers and the Guarantor, except for the expenses to be borne
by the Issuers, the Guarantor and the Purchasers as provided in Section 6 hereof
and the indemnity and contribution agreements in Section 8 hereof; but nothing
herein shall relieve a defaulting Purchaser from liability for its default.

            10. The respective indemnities, agreements, representations,
warranties and other statements of the Issuers, the Guarantor and the several
Purchasers, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of any Purchaser or any controlling person of any
Purchaser, or the Issuers and the Guarantor, or any officer or director or
controlling person of the Issuers or the Guarantor, and shall survive delivery
of and payment for the Securities.

            11. If this Agreement shall be terminated pursuant to Section 9
hereof, the Issuers and the Guarantor shall not then be under any liability to
any Purchaser except as provided in Sections 6 and 8 hereof; but, if for any
other reason other than a termination pursuant to Section 7(i), the Securities
are not delivered by or on behalf of the Issuers and the Guarantor as provided
herein, the Issuers and the Guarantor will reimburse the Purchasers through you
for all out-of-pocket expenses approved in writing by you, including fees and
disbursements of counsel, reasonably incurred by the Purchasers in making
preparations for the purchase, sale and delivery of the Securities, but the
Issuers and the Guarantor shall then be under no further liability to any
Purchaser except as provided in Sections 6 and 8 hereof.

            12. In all dealings hereunder, you shall act on behalf of each of
the Purchasers, and the parties hereto shall be entitled to act and rely upon
any statement, request, notice or agreement on behalf of any Purchaser made or
given by you jointly or by Goldman, Sachs & Co. on behalf of you as Purchasers.

            All statements, requests, notices and agreements hereunder shall be
in writing, and if to the Purchasers shall be delivered or sent by mail, telex
or facsimile transmission to you as Purchasers in care of Goldman, Sachs & Co.,
32 Old Slip, 9th Floor, New York, New York 10005, Attention: Registration
Department; and if to the Issuers or the Guarantors shall be delivered or sent
by mail, telex or facsimile transmission to the address of the Issuers and the
Guarantor set forth in the Offering Circular, Attention: Secretary; provided,
however, that any notice to a Purchaser pursuant to Section 8(c) hereof shall be
delivered or sent by mail, telex or facsimile transmission to such Purchaser at
its address set forth in its Purchasers' Questionnaire, or telex constituting
such Questionnaire, which address will be supplied to the Issuers and the
Guarantor by you upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

            13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Purchasers, the Issuers, the Guarantor and, to the extent
provided in Sections 8 and 10 hereof, the officers and directors of the Issuers,
the Guarantor and the Purchasers and each 


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