Charter 2015 Annual Report Download - page 84

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69
• up to the greater of $300 million (or $600 million in the case of the notes issued under the CCOH Safari Indentures)
and 5% of consolidated net tangible assets to finance the purchase or capital lease of new assets;
• up to the greater of $300 million (or $600 million in the case of the notes issued under the CCOH Safari Indentures)
and 5% of consolidated net tangible assets of additional debt for any purpose; and
• other items of indebtedness for specific purposes such as intercompany debt, refinancing of existing debt, and interest
rate swaps to provide protection against fluctuation in interest rates.
Indebtedness under a single facility or agreement may be incurred in part under one of the categories listed above and in part under
another, and generally may also later be reclassified into another category including as debt incurred under the leverage ratio.
Accordingly, indebtedness under our credit facilities may be incurred under a combination of the categories of permitted
indebtedness listed above. The restricted subsidiaries of CCO Holdings are generally not permitted to issue subordinated debt
securities.
Restrictions on Distributions
Generally, under the indentures governing notes issued by CCO Holdings and CCOH Safari, CCO Holdings and its respective
restricted subsidiaries are permitted to pay dividends on or repurchase equity interests, or make other specified restricted payments,
only if it can incur $1.00 of new debt under the 6.0 to 1.0 leverage ratio test after giving effect to the transaction and if no default
exists or would exist as a consequence of such incurrence. If those conditions are met, restricted payments may be made in a total
amount of up to the sum of 100% of CCO Holdings’ Consolidated EBITDA, as defined, minus 1.3 times its Consolidated Interest
Expense, as defined, cumulatively from 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 (or $50 million per fiscal
year in the case of notes issued under the CCOH Safari Indentures);
• 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 (or $1.1 billion in the case of notes issued under CCO Holdings Indentures
for the year 2011 through the date of this filing and for notes issued under the CCOH Safari Indentures) at any time
outstanding; and
• 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 apply to liens on assets of the issuer itself and do not restrict liens on assets of
CCO Holdings' 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 (or $90 million
in the case of notes issued under the CCOH Safari Indentures) and 1.0% of consolidated net tangible assets and other specified
liens.