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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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      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

            (8) payment of fees in connection with any acquisition, merger or
      similar transaction in an amount that does not exceed an amount equal to
      1.25% of the transaction value of such acquisition, merger or similar
      transaction.

            The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company, the Guarantor or
any of their Restricted Subsidiaries pursuant to the Restricted Payment. The
fair market value of any assets or securities that are required to be valued by
this covenant shall be determined by the Board of Directors of the Company or
the Guarantor, as the case may be, whose resolution with respect thereto shall
be delivered to the Trustee. Such Board of Director's determination must be
based upon an opinion or appraisal issued by an accounting, appraisal or
investment banking firm of national standing if the fair market value exceeds
$100 million. Not later than the date of making any Restricted Payment, the
Company or the Guarantor, as the case may be, shall deliver to the Trustee an
Officers' Certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this Section
4.07 were computed, together with a copy of any fairness opinion or appraisal
required by this Indenture.

Section 4.08. Investments.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, and the Guarantor shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly:

            (1) make any Restricted Investment; or

            (2) allow any Restricted Subsidiary of the Company or the Guarantor
      to become an Unrestricted Subsidiary,