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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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        the net cash proceeds from an incurrence of Permitted Refinancing 
        Indebtedness;

                      (4) regardless of whether a Default then exists, the
        payment of any dividend or distribution to the extent necessary to
        permit direct or indirect beneficial owners of shares of Capital Stock
        of the Company to pay federal, state or local income tax liabilities
        that would arise solely from income of the Company or any of its
        Restricted Subsidiaries, as the case may be, for the relevant taxable
        period and attributable to them solely as a result of the Company (and
        any intermediate entity through which the Holder owns such shares) or
        any of its Restricted Subsidiaries being a limited liability company,
        partnership or similar entity for federal income tax purposes;

                      (5) regardless of whether a Default then exists, the
        payment of any dividend by a Restricted Subsidiary of the Company to the
        holders of its common Equity Interests on a pro rata basis;

                      (6) the payment of any dividend on the Helicon Preferred
        Stock or the redemption, repurchase, retirement or other acquisition of
        the Helicon Preferred Stock in an amount not in excess of its aggregate
        liquidation value;

                      (7) the repurchase, redemption or other acquisition or
        retirement for value, or the payment of any dividend or distribution to
        the extent necessary to permit the repurchase, redemption or other
        acquisition or retirement for value, of any Equity Interests of the
        Company or a Parent held by any member of the Company's or such Parent's
        management pursuant to any management equity subscription agreement or
        stock option agreement in effect as of the date of this Indenture;
        provided that the aggregate price paid for all such repurchased,
        redeemed, acquired or retired Equity Interests shall not exceed $10
        million in any fiscal year of the Company; and

                      (8) payment of fees in connection with any acquisition,
        merger or similar transaction in an amount that does not exceed an
        amount equal to 1.25% of the transaction value of such acquisition,
        merger or similar transaction.

               The amount of all Restricted Payments (other than cash) shall be
the fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or any of its
Restricted Subsidiaries pursuant to the Restricted Payment. The fair market
value of any assets or securities that are required to be valued by this
covenant shall be determined by the Board of Directors of the Company, whose
resolution with respect thereto shall be delivered to the Trustee. Such Board of
Director's determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $100 million. Not later than the date of making any
Restricted Payment, the Company shall deliver to the Trustee an Officers'
Certificate stating that such