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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 04/30/1999
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Default or Event of Default will be calculated in accordance with the terms of
the covenant described below under "-- Restricted Payments" as though such
covenant had been in effect during the entire period of time from the Issue
Date.
 
RESTRICTED PAYMENTS
 
     The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:
 
          (1) declare or pay any dividend or make any other payment or
     distribution on account of the Company's or any of its Restricted
     Subsidiaries' Equity Interests (including, without limitation, any payment
     in connection with any merger or consolidation involving the Company or any
     of its Restricted Subsidiaries) or to the direct or indirect holders of the
     Company's 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 the Company or, in the case of
     the Company and its Restricted Subsidiaries, to the Company or a Restricted
     Subsidiary of the Company;
 
          (2) 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, in the case of the Company and its Restricted
     Subsidiaries, any such Equity Interests owned by the Company or any
     Restricted Subsidiary of the Company); 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 being collectively
     referred to as "Restricted Payments"), unless, at the time of and after
     giving effect to such Restricted Payment:
 
          (4) no Default or Event of Default shall have occurred and be
     continuing or would occur as a consequence thereof; and
 
          (5) 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 the covenant
     described below under the caption "-- Incurrence of Indebtedness and
     Issuance of Preferred Stock"; and
 
          (6) 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 date of the Indentures (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 combined Consolidated EBITDA of the
        Company since the date of the Indentures 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 combined Consolidated Interest Expense of the
        Company since the date of the Indentures to the end of the Company's
        most recently ended full fiscal quarter
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