Print Page  Close Window

SEC Filings

Entire Document
<PAGE>   158
        - agreements for the sale or other disposition of a Restricted
          Subsidiary restricting distributions pending its sale,
        - permitted refinancing indebtedness,
        - liens securing indebtedness permitted under the indentures,
        - joint venture agreements,
        - under ordinary course contracts with customers that restrict cash,
          other deposits or net worth,
        - indebtedness permitted under the indentures, and
        - restrictions that are not materially more restrictive than customary
          provisions in comparable financings which management determines will
          not materially impair Charter Holdings' ability to make payments
          required under the notes.
     - Prohibitions against mergers, consolidations or the sale of all or
       substantially all of an issuer's assets unless
        - the issuer is the surviving corporation or the person formed by the
          merger or consolidation or acquiring the assets is organized under the
          law of the United States, any state or the District of Columbia,
        - such person assumes all obligations under the notes and the
        - no default or event of default exists, and
        - Charter Holdings or the person formed by the merger or consolidation
          or acquiring all or substantially all the assets could incur at least
          $1.00 of additional indebtedness under the leverage ratio or have a
          leverage ratio after giving effect to the transaction no greater than
          the leverage ratio of the issuer immediately prior to the transaction.
     - Prohibitions against transactions with affiliates, unless Charter
       Holdings delivers to the trustee:
             - for transactions exceeding $15.0 million a resolution approved by
               a majority of the board of directors certifying that the
               transaction complies with the covenant; and
             - for transactions exceeding $50.0 million a fairness opinion of an
               accounting, appraisal or investment banking firm of national
               Certain transactions are not subject to the covenant including:
             - existing employment agreements and new employment agreements
               entered into in the ordinary course of business and consistent
               with past practice; and
             - management fees under agreements existing as of March 17, 1999 or
               after March 17, 1999 if the percentage fees are not higher than
               those under agreements existing on March 17, 1999.
     - Limitations on sale and leaseback transactions exceeding three years.
     - Prohibitions against consent payments to holders of notes unless paid to
       all consenting holders.