Charter 2013 Annual Report Download - page 69

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55
April 1, 2010, plus 100% of new cash and appraised non-cash equity proceeds received by CCO Holdings and not allocated to
certain investments, cumulatively from the issue date, plus $2 billion.
In addition, CCO Holdings may make distributions or restricted payments, so long as no default exists or would be caused by
transactions among other distributions or restricted payments:
• to repurchase management equity interests in amounts not to exceed $10 million per fiscal year;
• to pay pass-through tax liabilities in respect of ownership of equity interests in the applicable issuer or its restricted
subsidiaries; or
• to make other specified restricted payments including merger fees up to 1.25% of the transaction value, repurchases using
concurrent new issuances, and certain dividends on existing subsidiary preferred equity interests.
Restrictions on Investments
CCO Holdings and its respective restricted subsidiaries may not make investments except (i) permitted investments or (ii) if, after
giving effect to the transaction, their leverage would be above the applicable leverage ratio.
Permitted investments include, among others:
• investments in and generally among restricted subsidiaries or by restricted subsidiaries in the applicable issuer;
• investments aggregating up to $750 million at any time outstanding.
• investments aggregating up to 100% of new cash equity proceeds received by CCO Holdings since the issue date to the
extent the proceeds have not been allocated to the restricted payments covenant.
Restrictions on Liens
The restrictions on liens for CCO Holdings only applies to liens on assets of the issuer itself and does not restrict liens on assets
of subsidiaries. Permitted liens include liens securing indebtedness and other obligations under credit facilities, liens securing the
purchase price of financed new assets, liens securing indebtedness of up to the greater of $50 million and 1.0% of consolidated
net tangible assets and other specified liens.
Restrictions on the Sale of Assets; Mergers
CCO Holdings is generally not permitted to sell all or substantially all of its assets or merge with or into other companies unless
its leverage ratio after any such transaction would be no greater than its leverage ratio immediately prior to the transaction, or
unless after giving effect to the transaction, leverage would be below 6.0 to 1.0, no default exists, and the surviving entity is a
U.S. entity that assumes the applicable notes.
CCO Holdings and its restricted subsidiaries may generally not otherwise sell assets or, in the case of restricted subsidiaries, issue
equity interests, in excess of $100 million unless they receive consideration at least equal to the fair market value of the assets or
equity interests, consisting of at least 75% in cash, assumption of liabilities, securities converted into cash within 60 days, or
productive assets. CCO Holdings and its restricted subsidiaries are then required within 365 days after any asset sale either to use
or commit to use the net cash proceeds over a specified threshold to acquire assets used or useful in their businesses or use the net
cash proceeds to repay specified debt, or to offer to repurchase the issuer’s notes with any remaining proceeds.
Restrictions on Sale and Leaseback Transactions
The note issuer and its restricted subsidiaries may generally not engage in sale and leaseback transactions unless, at the time of
the transaction, the note issuer could have incurred secured indebtedness under its leverage ratio test in an amount equal to the
present value of the net rental payments to be made under the lease, and the sale of the assets and application of proceeds is
permitted by the covenant restricting asset sales.
Prohibitions on Restricting Dividends
The note issuer's restricted subsidiaries may generally not enter into arrangements involving restrictions on their ability to make
dividends or distributions or transfer assets to the note issuer unless those restrictions with respect to financing arrangements are
on terms that are no more restrictive than those governing the credit facilities existing when they entered into the applicable
indentures or are not materially more restrictive than customary terms in comparable financings and will not materially impair
the note issuer's ability to make payments on the notes.