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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 05/12/1999
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          (6) the incurrence by the Company or any of its Restricted
     Subsidiaries, of intercompany Indebtedness between or among the Company and
     any of its Wholly Owned Restricted Subsidiaries; provided, that this clause
     does not permit Indebtedness between the Company or any of its Restricted
     Subsidiaries, as creditor or debtor, as the case may be, unless otherwise
     permitted by the Indentures; provided, further, that:
 
             (a) if the Company is the obligor on such Indebtedness, such
        Indebtedness must be expressly subordinated to the prior payment in full
        in cash of all Obligations with respect to the Notes; and
 
             (b) (i) any subsequent issuance or transfer of Equity Interests
        that results in 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 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
 
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