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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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               (2) such fair market value is determined by the Company's Board
of Directors and evidenced by a resolution of such Board of Directors set forth
in an Officers' Certificate delivered to the Trustee; and

               (3) at least 75% of the consideration therefor received by the
Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents
or readily marketable securities.

               For purposes of this Section 4.11, each of the following shall be
deemed to be cash:

               (a) any liabilities (as shown on the Company's or such Restricted
Subsidiary's most recent balance sheet) of the Company or any Restricted
Subsidiary of the Company (other than contingent liabilities and liabilities
that are by their terms subordinated to the Notes) that are assumed by the
transferee of any such assets pursuant to a customary novation agreement that
releases the Company or such Restricted Subsidiary from further liability;

               (b) any securities, notes or other obligations received by the
Company or any such Restricted Subsidiary from such transferee that are
converted by the Company or such Restricted Subsidiary into cash, Cash
Equivalents or readily marketable securities within 60 days after receipt
thereof (to the extent of the cash, Cash Equivalents or readily marketable
securities received in that conversion); and

               (c) Productive Assets.

               Within 365 days after the receipt of any Net Proceeds from an
Asset Sale, the Company or a Restricted Subsidiary of the Company, as the case
may be, may apply such Net Proceeds at its option:

               (1) to repay debt under the Credit Facilities or any other
Indebtedness of the Restricted Subsidiaries of the Company (other than
Indebtedness represented by a guarantee of a Restricted Subsidiary of the
Company); or

               (2) to invest in Productive Assets; provided that any Net
Proceeds which the Company or a Restricted Subsidiary of the Company, as the
case may be, has committed to invest in Productive Assets within 365 days of the
applicable Asset Sale may be invested in Productive Assets within two years of
such Asset Sale.

               Any Net Proceeds from Asset Sales that are not applied or
invested as provided in the preceding paragraph shall constitute "Excess
Proceeds." When the aggregate