Print Page  Close Window

SEC Filings

Entire Document
<PAGE>   150
          (3) payment of reasonable directors fees to Persons who are not
     otherwise Affiliates of Charter Holdings, and customary indemnification and
     insurance arrangements in favor of directors, regardless of affiliation
     with Charter Holdings, 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.
     Charter Holdings will not, and will not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
Charter Holdings may enter into a sale and leaseback transaction if:
          (1) Charter Holdings 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
          (2) the transfer of assets in that sale and leaseback transaction is
     permitted by, and Charter Holdings applies the proceeds of such transaction
     in compliance with, the covenant described above under the caption
     "-- Asset Sales."
     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.
     Charter Holdings will not permit any of its Restricted Subsidiaries,
directly or indirectly, to Guarantee or pledge any assets to secure the payment
of any other Indebtedness of Charter Holdings, except in respect of the Credit
Facilities (the "Guaranteed Indebtedness") unless
     (1) such Restricted Subsidiary of Charter Holdings simultaneously executes
and delivers a supplemental indenture providing for the Guarantee (a "Subsidiary
Guarantee") of the payment of the notes by such Restricted Subsidiary and
     (2) until one year after all the notes have been paid in full in cash, such
Restricted Subsidiary waives and will not in any manner whatsoever claim or take
the benefit or advantage of, any rights of reimbursement, indemnity or
subrogation or any other rights against Charter Holdings or any other Restricted
Subsidiary of Charter Holdings as a result of any payment by such Restricted
Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall
not be applicable to any Guarantee or any Restricted Subsidiary that existed at
the time such Person became a Restricted Subsidiary and was