Print Page  Close Window

SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
Entire Document
 
<PAGE>   75

               (a) the purchase price and the purchase date, which shall not
exceed 30 Business Days from the date such notice is mailed (the "Change of
Control Payment Date");

               (b) that any Note not tendered shall continue to accrue interest;

               (c) that, unless the Issuers default in the payment of the Change
of Control Payment, all Notes accepted for payment pursuant to the Change of
Control Offer shall cease to accrue interest after the Change of Control Payment
Date;

               (d) that Holders electing to have any Notes purchased pursuant to
a Change of Control Offer shall be required to surrender the Notes, with the
form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes
completed, to the Paying Agent at the address specified in the notice prior to
the close of business on the third Business Day preceding the Change of Control
Payment Date;

               (e) that Holders shall be entitled to withdraw their election if
the Paying Agent receives, not later than the close of business on the second
Business Day preceding the Change of Control Payment Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of Notes delivered for purchase, and a statement that such
Holder is withdrawing his election to have the Notes purchased; and

               (f) that Holders whose Notes are being purchased only in part
shall be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered, which unpurchased portion must be equal to $1,000 in
principal amount or an integral multiple thereof.

               The Issuers shall comply with the requirements of Rule 14e-1
under the Exchange Act (or any successor rules) and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a
Change of Control.

               On the Change of Control Payment Date, the Issuers shall, to the
extent lawful:

               (a) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer;

               (b) deposit with the Paying Agent an amount equal to the Change
of Control Payment in respect of all Notes or portions thereof so tendered; and

               (c) deliver or cause to be delivered to the Trustee the Notes so
accepted together