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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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  occurrence of such redemption (excluding Notes held by the Company and its
                              Subsidiaries); and

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

         6. MANDATORY REDEMPTION.

         Except as otherwise provided in Paragraph 7 below, the Issuers shall
not be required to make mandatory redemption payments with respect to the
Notes.

         7. REPURCHASE AT OPTION OF HOLDER.

         (a) If there is a Change of Control, the Issuers shall make an offer
(a "Change of Control Offer") to repurchase all or any part (equal to $1,000
principal amount at maturity or an integral multiple thereof) of each Holder's
Notes at a purchase price equal to 101% of the Accreted Value thereof plus, for
any Change of Control Offer occurring after the Full Accretion Date, accrued
and unpaid interest thereon, if any, to the date of purchase (the "Change of
Control Payment"). Within 10 days following any Change of Control, the Issuers
shall mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and offering to repurchase Notes on the
Change of Control Payment Date specified in such notice, pursuant to the
procedures required by the Indenture and described in such notice.

         (b) If the Company or a Restricted Subsidiary consummates any Asset
Sale, when the aggregate amount of Excess Proceeds exceeds $25.0 million, the
Issuers shall commence an offer (an "Asset Sale Offer") pursuant to Section
4.11 of the Indenture 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
will be payable in cash and equal to 100% of the Accreted Value thereof plus,
after the Full Accretion Date, 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 the 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. Holders of Notes that are the subject of an offer to purchase
will receive an Asset Sale Offer from the Company prior to any related purchase
date and may elect to





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