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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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preferred stock was not incurred or issued in connection with, or in
contemplation of, such Person merging with or into, or becoming a Subsidiary of,
the Company or the Guarantor and (ii) any Indebtedness or preferred stock of a
Restricted Subsidiary issued in connection with, and as part of the
consideration for, an acquisition, whether by stock purchase, asset sale, merger
or otherwise, in each case involving such Restricted Subsidiary, which
Indebtedness or preferred stock is issued to the seller or sellers of such stock
or assets; provided that such Restricted Subsidiary is not obligated to register
such Indebtedness or preferred stock under the Securities Act or obligated to
provide information pursuant to Rule 144A under the Securities Act.

Section 4.11. Limitation on Asset Sales.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, and the Guarantor shall not, and shall not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless:

            (1) the Company, the Guarantor or a Restricted Subsidiary of the
      Company or the Guarantor, as the case may be, 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 or the
      Guarantor's Board of Directors, as the case may be, 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, the Guarantor 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, the Guarantor's or
      such Restricted Subsidiary's most recent balance sheet) of the Company,
      the Guarantor or any Restricted Subsidiary (other than contingent
      liabilities and liabilities that are by their terms subordinated to the
      Notes or the Guarantees) that are assumed by the transferee of any such
      assets pursuant to a customary novation agreement that releases the
      Company, the Guarantor or such Restricted Subsidiary from further
      liability;

            (b) any securities, notes or other obligations received by the
      Company, the Guarantor or any such Restricted Subsidiary from such
      transferee that are converted by the Company, the Guarantor 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, the Guarantor or a Restricted Subsidiary of the Company or the
Guarantor, as the case may be, may apply such Net Proceeds at its option:


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