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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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Section 4.12. Sale and Leaseback Transactions.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, and the Guarantor shall not, and shall not permit any of its
Restricted Subsidiaries to, enter into any sale and leaseback transaction;
provided that the Company or the Guarantor may enter into a sale and leaseback
transaction if:

            (1) the Company or the Guarantor, as applicable, 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 or the Guarantor, as the case may be,
      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, and the Guarantor 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 or to the
      Guarantor or the relevant Restricted Subsidiary, than those that would
      have been obtained in a comparable transaction by the Company or such
      Restricted Subsidiary or the Guarantor or such Restricted Subsidiary, as
      the case may be, with an unrelated Person; and

            (2) the Company, or the Guarantor, as the case may be, 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 or a resolution of the Board of Directors of the
            Guarantor, as the case may be, 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 $50.0 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, shall not be subject to the provisions of the prior paragraph:


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