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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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into a sale and leaseback transaction if:

           (1) the Company could have (a) incurred Indebtedness in an amount
equal to the Attributable Debt relating to such sale and leaseback transaction
under the Leverage Ratio test in the first paragraph of Section 4.10 and (b)
incurred a Lien to secure such Indebtedness pursuant to Section 4.14; and

           (2) the transfer of assets in that sale and leaseback transaction is
permitted by, and the Company applies the proceeds of such transaction in
compliance with, the covenant described above under Section 4.11.

           The foregoing restrictions do not apply to a sale and leaseback
transaction if the lease is for a period, including renewal rights, of not in
excess of three years.

Section 4.13. Transactions with Affiliates.

           The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless:

           (1) such Affiliate Transaction is on terms that are no less favorable
to the Company or the relevant Restricted Subsidiary than those that would have
been obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person; and

           (2) the Company delivers to the Trustee:

                (a) with respect to any Affiliate Transaction or series of
      related Affiliate Transactions involving aggregate consideration in excess
      of $15 million, a resolution of the Board of Directors of the Company set
      forth in an Officers' Certificate certifying that such Affiliate
      Transaction complies with this covenant and that such Affiliate
      Transaction has been approved by a majority of the members of such Board
      of Directors; and

                (b) with respect to any Affiliate Transaction or series of
      related Affiliate Transactions involving aggregate consideration in excess
      of $50 million, an opinion as to the fairness to the Holders of such
      Affiliate Transaction from a financial point of view issued by an
      accounting, appraisal or investment banking firm of national standing.

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