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SEC Filings

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     relating to the covenants described above under the caption "-- Repurchase
     at the Option of holders";
          (3) reduce the rate of or extend the time for payment of interest on
     any note;
          (4) waive a Default or Event of Default in the payment of principal of
     or premium, if any, or interest on the notes, except a rescission of
     acceleration of the notes by the holders of at least a majority in
     aggregate principal amount of the notes and a waiver of the payment default
     that resulted from such acceleration;
          (5) make any note payable in money other than that stated in the
          (6) make any change in the provisions of the indentures relating to
     waivers of past Defaults or the rights of holders of notes to receive
     payments of Accreted Value or principal of, or premium, if any, or interest
     on the notes;
          (7) waive a redemption payment with respect to any note, other than a
     payment required by one of the covenants described above under the caption
     "-- Repurchase at the Option of Holders";
          (8) make any change in the preceding amendment and waiver provisions.
     Notwithstanding the preceding, without the consent of any holder of notes,
Charter Holdings and the trustee may amend or supplement the indentures or the
          (1) to cure any ambiguity, defect or inconsistency;
          (2) to provide for uncertificated notes in addition to or in place of
     certificated notes;
          (3) to provide for the assumption of Charter Holdings' obligations to
     holders of notes in the case of a merger or consolidation or sale of all or
     substantially all of Charter Holdings' assets;
          (4) to make any change that would provide any additional rights or
     benefits to the holders of notes or that does not adversely affect the
     legal rights under the indentures of any such holder; or
          (5) to comply with requirements of the Securities and Exchange
     Commission in order to effect or maintain the qualification of the
     indentures under the Trust Indenture Act or otherwise as necessary to
     comply with applicable law.
     The indentures and the notes will be governed by the laws of the State of
New York.
     If the trustee becomes a creditor of Charter Holdings, the indentures limit
its right to obtain payment of claims in certain cases, or to realize on certain
property received in respect of any such claim as security or otherwise. The
trustee will be permitted to engage in other transactions; however, if it
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the Securities and Exchange Commission for permission to continue
or resign.
     The holders of a majority in principal amount of the then outstanding notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the trustee, subject to
certain exceptions. The indentures provide