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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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any event, include the first two scheduled cash interest payments in respect of
the Senior Notes, without duplication, and (ii) in determining Consolidated
Interest Expense for any period that commences prior to the Stage One Closing
Date, Consolidated Interest Expense shall be determined as if any incurrence or
refinancing of Indebtedness that occurs on the Stage One Closing Date had
occurred on the first day of such period.

            7.2 Indebtedness. Create, issue, incur, assume, become liable in
respect of or suffer to exist any Indebtedness, except:

            (a) Indebtedness of any Loan Party pursuant to any Loan Document;

            (b) Indebtedness of the Borrower to any Subsidiary and of any Wholly
      Owned Subsidiary Guarantor to the Borrower or any other Subsidiary;

            (c) Guarantee Obligations incurred in the ordinary course of
      business by the Borrower or any of its Subsidiaries of obligations of any
      Wholly Owned Subsidiary Guarantor;

            (d) Indebtedness described on Schedule 7.2(d);

            (e) Indebtedness (including, without limitation, Capital Lease
      Obligations) secured by Liens permitted by Section 7.3(f) in an aggregate
      principal amount not to exceed $20,000,000 at any one time outstanding;

            (f) Indebtedness of the Borrower (but not any Subsidiary of the
      Borrower) incurred on any Threshold Transaction Date so long as (i) no
      Default or Event of Default shall have occurred and be continuing or would
      result therefrom, (ii) such Indebtedness shall have no scheduled
      amortization prior to the date that is one year after the final maturity
      of the Term Loans outstanding on the date such Indebtedness is incurred
      and (iii) the covenants and default provisions applicable to such
      Indebtedness shall be no more restrictive than those contained in this
      Agreement, provided that the requirement that such Indebtedness be
      incurred on a Threshold Transaction Date shall not apply in the case of
      any refinancing of Indebtedness previously incurred pursuant to this
      Section 7.2(f) so long as the interest rate and cash-pay characteristics
      applicable to such refinancing Indebtedness are no more onerous than those
      applicable to such refinanced Indebtedness;

            (g) Indebtedness of any Person that becomes a Subsidiary pursuant to
      an Investment permitted by Section 7.7 (other than as set forth in Section
      7.2(h)), so long as (i) no Default or Event of Default shall have occurred
      and be continuing or would result therefrom, (ii) such Indebtedness
      existed at the time of such Investment and was not created in anticipation
      thereof, (iii) the Borrower shall use its best efforts to cause such
      Indebtedness to be repaid no later than 90 days after the date of such
      Investment, (iv) if such Indebtedness is not repaid within such period
      then, until such Indebtedness is repaid, the operating cash flow of the
      relevant Subsidiary shall be excluded for the purposes of calculating
      Consolidated Operating Cash Flow (whether or not distributed to the
      Borrower or any of its other Subsidiaries) and (v) the aggregate
      outstanding principal amount of Indebtedness incurred pursuant to this
      paragraph shall not exceed $250,000,000;

            (h) Indebtedness of Renaissance Media Holdings LLC and its
      Subsidiaries in the event that they become Subsidiaries pursuant to an
      Investment permitted by Section 7.7, so long as (i) no Default or Event of
      Default shall have occurred and be continuing or would result therefrom,
      (ii) such Indebtedness existed at the time of such Investment and was not
      created in anticipation