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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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          (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) 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
    
 
   
          (6) 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 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
        Charter Holdings since the date of the indentures 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 indentures 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 "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 Charter Holdings in
     exchange for, or out of the net proceeds of the substantially concurrent
     sale, other than to a Subsidiary of Charter Holdings, of, Equity Interests
     of Charter Holdings, 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;
    
 
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