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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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                 (b) purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or consolidation
involving the Company) any Equity Interests of the Company or any direct or
indirect parent of the Company or any Restricted Subsidiary of the Company
(other than any such Equity Interests owned by the Company or any Restricted
Subsidiary of the Company); or

                 (c) make any payment on or with respect to, or purchase,
redeem, defease or otherwise acquire or retire for value, any Indebtedness that
is subordinated to the Notes, except a payment of interest or principal at the
Stated Maturity thereof (all such payments and other actions set forth in
clauses (a) through (c) above being collectively referred to as "Restricted
Payments"), unless, at the time of and after giving effect to such Restricted
Payment:

                          (1) no Default or Event of Default shall have
         occurred and be continuing or would occur as a consequence thereof;
         and

                          (2) the Company would, at the time of such Restricted
         Payment and after giving pro forma effect thereto as if such
         Restricted Payment had been made at the beginning of the applicable
         quarter period, have been permitted to incur at least $1.00 of
         additional Indebtedness pursuant to the Leverage Ratio test set forth
         in the first paragraph of Section 4.10; and

                          (3) such Restricted Payment, together with the
         aggregate amount of all other Restricted Payments made by the Company
         and each of its Restricted Subsidiaries after the Existing Notes Issue
         Date (excluding Restricted Payments permitted by clauses (2), (3),
         (4), (5), (6), (7) and (8) of the next succeeding paragraph), shall
         not exceed, at the date of determination, the sum of:

                                  (a) an amount equal to 100% of the
                 Consolidated EBITDA of the Company since the Existing Notes
                 Issue Date to the end of the Company's most recently ended
                 full fiscal quarter for which internal financial statements
                 are available, taken as a single accounting period, less the
                 product of 1.2 times the Consolidated Interest Expense of the
                 Company since the Existing Notes Issue Date to the end of the
                 Company's most recently ended full fiscal quarter for which
                 internal financial statements are available, taken as a single
                 accounting period, plus

                                  (b) an amount equal to 100% of Capital Stock
                 Sale Proceeds less any such Capital Stock Sale Proceeds used
                 in connection with (i) an Investment made pursuant to clause
                 (5) of the definition of "Permitted Investments" or (ii) the
                 incurrence of Indebtedness pursuant to clause (10) of Section
                 4.10, plus