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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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            (7) any agreement for the sale or other disposition of a Restricted
      Subsidiary of either the Company or the Guarantor that restricts
      distributions by such Restricted Subsidiary pending its sale or other
      disposition;

            (8) Permitted Refinancing Indebtedness; provided that the
      restrictions contained in the agreements governing such Permitted
      Refinancing Indebtedness are no more restrictive, taken as a whole, than
      those contained in the agreements governing the Indebtedness being
      refinanced;

            (9) Liens securing Indebtedness otherwise permitted to be incurred
      pursuant to the provisions of the covenant described above under Section
      4.14 that limit the right of the Company or any of its Restricted
      Subsidiaries or the Guarantor or any of its Restricted Subsidiaries to
      dispose of the assets subject to such Lien;

            (10) provisions with respect to the disposition or distribution of
      assets or property in joint venture agreements and other similar
      agreements entered into in the ordinary course of business;

            (11) restrictions on cash or other deposits or net worth imposed by
      customers under contracts entered into in the ordinary course of business;

            (12) restrictions contained in the terms of Indebtedness permitted
      to be incurred under Section 4.10; provided that such restrictions are no
      more restrictive than the terms contained in the Credit Facilities as in
      effect on the Issue Date; and

            (13) restrictions that are not materially more restrictive than
      customary provisions in comparable financings and the management of the
      Company determines that such restrictions will not materially impair the
      Company's ability to make payments as required under the Notes.

Section 4.10. Incurrence of Indebtedness and Issuance of Preferred Stock.

      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, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, "incur") any
Indebtedness (including Acquired Debt), and the Company and the Guarantor shall
not issue any Disqualified Stock and shall not permit any of their Restricted
Subsidiaries to issue any shares of preferred stock unless the Leverage Ratio
would have been not greater than 8.75 to 1.0 determined on a pro forma basis
(including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred, or the Disqualified Stock had been
issued, as the case may be, at the beginning of the most recently ended fiscal
quarter.

      So long as no Default shall have occurred and be continuing or would be
caused thereby, the first paragraph of this covenant shall not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

            (1) the incurrence by the Company and its Restricted Subsidiaries
      and the Guarantor and its Restricted Subsidiaries of Indebtedness under
      the Credit Facilities; provided that the aggregate principal amount of all
      Indebtedness of the Company and its Restricted Subsidiaries and the
      Guarantor and its Restricted Subsidiaries outstanding under all Credit
      Facilities after giving effect to such incurrence does not exceed an
      amount equal to $3.5 billion less the aggregate amount of all Net Proceeds
      of Asset Sales applied by the Company or any of its 


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