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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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      any such Indebtedness being held by a Person other than the Company or a
      Wholly Owned Restricted Subsidiary thereof and (ii) any sale or other
      transfer of any such Indebtedness to a Person that is not either the
      Company or a Wholly Owned Restricted Subsidiary thereof, shall be deemed,
      in each case, to constitute an incurrence of such Indebtedness by the
      Company or any of its Restricted Subsidiaries, as the case may be, that
      was not permitted by this clause (6);

           (7) the incurrence by the Company or any of its Restricted
Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing
or hedging interest rate risk with respect to any floating rate Indebtedness
that is permitted by the terms of the Indentures to be outstanding;

           (8) the guarantee by the Company of Indebtedness of a Restricted
Subsidiary of the Company that was permitted to be incurred by another provision
of this Section 4.10;

           (9) the incurrence by the Company or any of its Restricted
Subsidiaries of additional Indebtedness in an aggregate principal amount at any
time outstanding not to exceed $300 million;

           (10) the incurrence by the Company or any of its Restricted
Subsidiaries of additional Indebtedness in an aggregate principal amount at any
time outstanding not to exceed 200% of the net cash proceeds received by the
Company from the sale of its Equity Interests (other than Disqualified Stock)
after the Existing Notes Issue Date to the extent such net cash proceeds have
not been applied to make Restricted Payments or to effect other transactions
pursuant to Section 4.07 or to make Permitted Investments pursuant to clause (5)
of the definition thereof; and

           (11) the accretion or amortization of original issue discount and the
write up of Indebtedness in accordance with purchase accounting.

           For purposes of determining compliance with this Section 4.10, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (11) above,
or is entitled to be incurred pursuant to the first paragraph of this covenant,
the Company shall be permitted to classify and from time to time to reclassify
such item of Indebtedness on the date of its incurrence in any manner that
complies with this covenant. For avoidance of doubt, Indebtedness incurred
pursuant to a single agreement, instrument, program, facility or line of credit
may be classified as Indebtedness arising in part under one of the clauses
listed above, and in part under any one or more of the clauses listed above, to
the extent that such Indebtedness satisfies the criteria for such clauses.

           Notwithstanding the foregoing, in no event shall any Restricted
Subsidiary of the Company consummate a Subordinated Debt Financing or a
Preferred Stock Financing. A "Subordinated Debt Financing" or a "Preferred Stock
Financing", as the case may be, with respect to any Restricted Subsidiary of the
Company shall mean a public offering or private placement (whether pursuant to
Rule 144A under the Securities Act or otherwise) of Subordinated Notes or
preferred stock (whether or not such preferred stock constitutes Disqualified
Stock), as the case may be, of such Restricted Subsidiary to 

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