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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 04/30/1999
Entire Document
 
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ASSET SALES
 
     The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:
 
          (1) the Company or a Restricted Subsidiary of the Company receives
     consideration at the time of such Asset Sale at least equal to the fair
     market value of the assets or Equity Interests issued or sold or otherwise
     disposed of;
 
          (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 provision, 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 (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 may apply such Net
Proceeds at its option:
 
          (1) to repay debt under the Credit Facilities or any other
     Indebtedness of the Restricted Subsidiaries (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 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 will constitute Excess Proceeds. When the
aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers will 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 will
be payable in cash and equal to (x) with respect to the Eight-Year Senior Notes
and the Ten-Year Senior Notes, 100% of principal amount plus accrued and unpaid
interest, if any,
 
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