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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 05/12/1999
Entire Document
 
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          (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
        $15.0 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 the Board
        of Directors; and
 
   
             (b) with respect to any Affiliate Transaction or series of related
        Affiliate Transactions involving aggregate consideration in excess of
        $50.0 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.
    
 
     The following items shall not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:
 
          (1) existing employment agreement entered into by the Company or any
     of its Subsidiaries and any employment agreement entered into by the
     Company or any of its Restricted Subsidiaries in the ordinary course of
     business and consistent with the past practice of the Company or such
     Restricted Subsidiary;
 
          (2) transactions between or among the Company and/or its Restricted
     Subsidiaries;
 
          (3) payment of reasonable directors fees to Persons who are not
     otherwise Affiliates of the Company, and customary indemnification and
     insurance arrangements in favor of directors, regardless of affiliation
     with the Company, or any of its Restricted Subsidiaries;
 
          (4) payment of management fees pursuant to management agreements
     either (A) existing on the Issue Date or (B) entered into after the Issue
     Date, to the extent that such management agreements provide for percentage
     fees no higher than the percentage fees existing under the management
     agreements existing on the Issue Date;
 
          (5) Restricted Payments that are permitted by the provisions of the
     Indentures described above under the caption "-- Restricted Payments"; and
 
          (6) Permitted Investments.
 
SALE AND LEASEBACK TRANSACTIONS
 
     The Company will not, and will not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company may enter 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 the
     covenant described above under the caption "-- Incurrence of Additional
     Indebtedness and Issuance of Preferred Stock" and (b) incurred a Lien to
     secure such Indebtedness pursuant to the covenant described above under the
     caption "-- Liens"; and
 
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