Print Page  Close Window

SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 04/30/1999
Entire Document
 
<PAGE>   117
 
     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 the Company or a
     Restricted Subsidiary of the Company, that was permitted to be incurred by
     another provision of this covenant;
 
          (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 date of the Indentures to the extent such net
     cash proceeds have not been applied to make Restricted Payments or to
     effect other transactions pursuant to the covenant described above under
     the subheading "-- Restricted Payments" or to make Permitted Investments
     pursuant to clause (6) of the definition thereof;
 
          (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 "Incurrence of
Indebtedness and Issuance of Preferred Stock" covenant, 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 (12) above, or is
entitled to be incurred pursuant to the first paragraph of this covenant, the
Company will 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.
 
     (b) 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 one or more
purchasers (other than to one or more Affiliates of the Company). "Subordinated
Notes" with respect to any Restricted Subsidiary of the Company shall mean
Indebtedness of such Restricted Subsidiary that is contractually subordinated in
right of payment to any other Indebtedness of such Restricted Subsidiary
(including, without limitation, Indebtedness under the Credit Facilities). The
foregoing limitation shall not apply to (i) any Indebtedness or preferred stock
of any Person existing at the time such Person is merged with or into or became
a Subsidiary of the Company; provided that such Indebtedness or preferred stock
was not incurred or issued in connection with, or in contemplation of, such
Person merging with or into, or becoming a Subsidiary of, the Company and (ii)
any Indebtedness or preferred stock of a Restricted Subsidiary issued in
connection with, and as part of the consideration for, an acquisition, whether
by stock purchase, asset sale,
 
                                       113