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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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            clause (6) of the definition of "Permitted Investments" or (ii) the
            incurrence of Indebtedness pursuant to clause (10) of Section 4.10,
            plus

                  (c) $100.0 million.

      So long as no Default has occurred and is continuing or would be caused
thereby, the preceding provisions shall 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 this Indenture;

            (2) the redemption, repurchase, retirement, defeasance or other
      acquisition of any subordinated Indebtedness of the Company or the
      Guarantor in exchange for, or out of the net proceeds of the substantially
      concurrent sale (other than to a Subsidiary of the Company or the
      Guarantor) of, Equity Interests of the Company or the Guarantor (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, the Guarantor or any of their
      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 or
      the Guarantor to pay federal, state or local income tax liabilities that
      would arise solely from income of the Company or the Guarantor or any of
      their Restricted Subsidiaries, as the case may be, for the relevant
      taxable period and attributable to them solely as a result of the Company
      or the Guarantor (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 or the Guarantor 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 or the Guarantor held by
      any member of the Company's or the Guarantor'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; and


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