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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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INVESTMENTS
 
   
     Charter Holdings will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:
    
 
          (1) make any Restricted Investment; or
 
   
          (2) allow any Restricted Subsidiary of Charter Holdings to become an
     Unrestricted Subsidiary, unless, in each case:
    
 
          (1) no Default or Event of Default shall have occurred and be
     continuing or would occur as a consequence thereof; and
 
   
          (2) Charter Holdings would, at the time of, and after giving effect
     to, such Restricted Investment or such designation of a Restricted
     Subsidiary as an unrestricted Subsidiary, have been permitted to incur at
     least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test
     set forth in the first paragraph of the covenant described below under the
     caption "-- Incurrence of Indebtedness and Issuance of preferred stock."
    
 
     An Unrestricted Subsidiary may be redesignated as a Restricted Subsidiary
if such redesignation would not cause a Default.
 
   
INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK
    
 
   
     (a) Charter Holdings will not, and will 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 Charter Holdings will not issue any Disqualified Stock and will not
permit any of its 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 will not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):
 
   
          (1) the incurrence by Charter Holdings and its Restricted Subsidiaries
     of Indebtedness under the Credit Facilities; provided that the aggregate
     principal amount of all Indebtedness of Charter Holdings and its Restricted
     Subsidiaries outstanding under the 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 Charter
     Holdings or any of its Subsidiaries in the case of an Asset Sale since the
     date of the Indentures to repay Indebtedness under the Credit Facilities,
     pursuant to the covenant described above under the caption "-- Asset
     Sales";
    
 
   
          (2) the incurrence by Charter Holdings and its Restricted Subsidiaries
     of Existing Indebtedness, other than the Credit Facilities;
    
 
   
          (3) the incurrence on the Issue Date by Charter Holdings and its
     Restricted Subsidiaries of Indebtedness represented by the Notes;
    
 
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