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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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        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 "Incurrence of Indebtedness and Issuance of Preferred Stock,"
        plus
 
             (c) $100.0 million.
 
     So long as no Default has occurred and is continuing or would be caused
thereby, the preceding provisions will not prohibit:
 
          (1) the payment of any dividend within 60 days after the date of
     declaration thereof, if at said date of declaration such payment would have
     complied with the provisions of the Indentures;
 
          (2) the redemption, repurchase, retirement, defeasance or other
     acquisition of any subordinated Indebtedness of the Company in exchange
     for, or out of the net proceeds of the substantially concurrent sale (other
     than to a Subsidiary of the Company) of, Equity Interests of the Company
     (other than Disqualified Stock); provided that the amount of any such net
     cash proceeds that are utilized for any such redemption, repurchase,
     retirement, defeasance or other acquisition shall be excluded from clause
     (3)(b) of the preceding paragraph;
 
          (3) the defeasance, redemption, repurchase or other acquisition of
     subordinated Indebtedness of the Company or any of its Restricted
     Subsidiaries with 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 their 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 Company Preferred Stock or the
     redemption, repurchase, retirement or other acquisition of the Company
     Preferred Stock in an amount not in excess of its aggregate liquidation
     value;
 
          (7) the repurchase, redemption or other acquisition or retirement for
     value of any Equity Interests of the Company held by any member of the
     Company's management pursuant to any management equity subscription
     agreement or stock option agreement in effect as of the date of the
     Indentures; 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
 
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