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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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     Holdings or any of its Restricted Subsidiaries, or to the direct or
     indirect holders of Charter Holdings' or any of its Restricted
     Subsidiaries' Equity Interests in their capacity as such, other than
     dividends or distributions payable in Equity Interests, other than
     Disqualified Stock, of Charter Holdings or, in the case of Charter Holdings
     and its Restricted Subsidiaries, to Charter Holdings or a Restricted
     Subsidiary of Charter Holdings;
 
          (2) purchase, redeem or otherwise acquire or retire for value,
     including, without limitation, in connection with any merger or
     consolidation involving Charter Holdings, any Equity Interests of Charter
     Holdings or any direct or indirect parent of Charter Holdings or any
     Restricted Subsidiary of Charter Holdings, other than, in the case of
     Charter Holdings and its Restricted Subsidiaries, any such Equity Interests
     owned by Charter Holdings or any Restricted Subsidiary of Charter Holdings;
     or
 
          (3) 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, other than the notes, except a payment of
     interest or principal at the Stated Maturity thereof.
 
     All such payments and other actions set forth in clauses (1) through (3)
above are 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) Charter Holdings 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 the covenant
     described below under the caption "-- Incurrence of Indebtedness and
     Issuance of preferred stock"; and
 
          (3) such Restricted Payment, together with the aggregate amount of all
     other Restricted Payments made by Charter Holdings and each of its
     Restricted Subsidiaries after the date of the indenture, 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 Charter
        Holdings since the date of the indenture to the end of Charter Holdings'
        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 combined Consolidated Interest Expense of
        Charter Holdings since the date of the indenture to the end of Charter
        Holdings' 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 (6) of the definition
           of "Permitted Investments" or
 
                (ii) the incurrence of Indebtedness pursuant to clause (10) of
           the covenant described under the caption "-- Incurrence of
           Indebtedness and Issuance of preferred stock," plus
 
             (c) $100 million.
 
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