Print Page  Close Window

SEC Filings

Entire Document
<PAGE>   195
any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of the indentures and any Indebtedness of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of Charter
Holdings as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under the covenant described under the caption
"Incurrence of Indebtedness and Issuance of preferred stock," Charter Holdings
shall be in default of such covenant. The board of directors of Charter Holdings
may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation shall be deemed to be an incurrence
of Indebtedness by a Restricted Subsidiary of Charter Holdings of any
outstanding Indebtedness of such Unrestricted Subsidiary and such designation
shall only be permitted if:
          (1) such Indebtedness is permitted under the covenant described under
     the caption "Certain Covenants -- Incurrence of Indebtedness and Issuance
     of preferred stock," calculated on a pro forma basis as if such designation
     had occurred at the beginning of the four-quarter reference period; and
          (2) no Default or Event of Default would be in existence following
     such designation.
     "VOTING STOCK" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the board of
directors of such Person.
     "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:
          (1) the sum of the products obtained by multiplying
             (a) the amount of each then remaining installment, sinking fund,
        serial maturity or other required payments of principal, including
        payment at final maturity, in respect thereof, by
             (b) the number of years, calculated to the nearest one-twelfth,
        that will elapse between such date and the making of such payment; by
          (2) the then outstanding principal amount of such Indebtedness.
     "WHOLLY OWNED RESTRICTED SUBSIDIARY" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which, other than directors' qualifying shares, shall at
the time be owned by such Person and/or by one or more Wholly Owned Restricted
Subsidiaries of such Person.