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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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            (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:

            (1) to repay debt under the Credit Facilities or any other
      Indebtedness of the Restricted Subsidiaries of the Company (other than
      Indebtedness represented by a guarantee of a Restricted Subsidiary of the
      Company or the Guarantor); or

            (2) to invest in Productive Assets; provided that any Net Proceeds
      which the Company, the Guarantor, or a Restricted Subsidiary of the
      Company or the Guarantor, as the case may be, 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 shall constitute "Excess Proceeds." When
the aggregate amount of Excess Proceeds exceeds $25.0 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 at maturity 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 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 this Indenture. If the aggregate Accreted Value 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, and the Guarantor shall not, and shall not permit any of its
Restricted Subsidiaries to, enter into any sale and leaseback transaction;
provided that the Company or the Guarantor may enter into a sale and leaseback
transaction if:

            (1) the Company or the Guarantor, as applicable, 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