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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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amount of Excess Proceeds exceeds $25 million, the Issuers shall make an Asset
Sale Offer to all Holders of Notes and all holders of other Indebtedness that is
pari passu with the Notes containing provisions requiring offers to purchase or
redeem with the proceeds of sales of assets to purchase the maximum principal
amount of Notes and such other pari passu Indebtedness that may be purchased out
of the Excess Proceeds (which amount includes the entire amount of the Net
Proceeds). The offer price in any Asset Sale Offer shall be payable in cash and
equal to 100% of principal amount plus accrued and unpaid interest, if any, to
the date of purchase. If any Excess Proceeds remain after consummation of an
Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not
otherwise prohibited by this Indenture. If the aggregate principal amount of
Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and
such other pari passu Indebtedness to be purchased on a pro rata basis. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

               In the event that the Issuers shall be required to commence an
offer to Holders to purchase Notes pursuant to this Section 4.11, they shall
follow the procedures specified in Section 3.09.

Section 4.12. Sale and Leaseback Transactions.

               The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company may enter into a sale and leaseback transaction if:

               (1) the Company could have (a) incurred Indebtedness in an amount
equal to the Attributable Debt relating to such sale and leaseback transaction
under the Leverage Ratio test in the first paragraph of Section 4.10 and (b)
incurred a Lien to secure such Indebtedness pursuant to Section 4.14; and

               (2) the transfer of assets in that sale and leaseback transaction
is permitted by, and the Company applies the proceeds of such transaction in
compliance with, the covenant described above under Section 4.11.

               The foregoing restrictions do not apply to a sale and leaseback
transaction if the lease is for a period, including renewal rights, of not in
excess of three years.

Section 4.13. Transactions with Affiliates.

               The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or