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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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<PAGE>   56

(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest thereon, if any, to the applicable redemption date, if redeemed
during the twelve-month period beginning on January 15 of the years indicated
below:


<TABLE>
<CAPTION>
                Year                                                     Percentage
                ----                                                     ----------
<S>                                                                      <C>
2005                                                                      105.125%
2006                                                                      103.417%
2007                                                                      101.708%
2008 and thereafter                                                       100.000%
</TABLE>


               (b) Notwithstanding the provisions of clause (a) of this Section
3.07, at any time prior to January 15, 2003, the Issuers may, on any one or more
occasions, redeem up to 35% of the original aggregate principal amount of the
Notes (including the principal amount of any Additional Notes) issued under this
Indenture on a pro rata basis (or nearly as pro rata as practicable) at a
redemption price of 110.25% of the principal amount thereof, plus accrued and
unpaid interest to the redemption date, with the net cash proceeds of one or
more Equity Offerings; provided that

                      (1) at least 65% of the original aggregate principal
        amount of Notes (including the principal amount of any Additional Notes)
        issued under this Indenture remains outstanding immediately after the
        occurrence of such redemption (excluding Notes held by the Company and
        its Subsidiaries and the Guarantor and its Subsidiaries); and

                      (2) the redemption must occur within 60 days of the date
        of the closing of such Equity Offering.

               (c) Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06.

Section 3.08. Mandatory Redemption.

               Except as otherwise provided in Section 4.11 or Section 4.16
below, the Issuers shall not be required to make mandatory redemption payments
with respect to the Notes.

Section 3.09. Offer to Purchase by Application of Excess Proceeds.

               In the event that the Issuers shall be required to commence an
offer to all Holders to purchase Notes pursuant to Section 4.11 (an "Asset Sale
Offer"), they shall follow the procedures specified below.

               The Asset Sale Offer shall remain open for a period of 20
Business Days