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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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ASSET SALES
 
   
     Charter Holdings will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:
    
 
   
          (1) Charter Holdings or a Restricted Subsidiary of Charter Holdings
     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 Charter Holdings' 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 Charter
     Holdings 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 shown on Charter Holdings' or such Restricted
     Subsidiary's most recent balance sheet, 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 Charter Holdings or such Restricted
     Subsidiary from further liability;
    
 
   
          (b) any securities, notes or other obligations received by Charter
     Holdings or any such Restricted Subsidiary from such transferee that are
     converted by Charter Holdings 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,
Charter Holdings or a Restricted Subsidiary of Charter Holdings 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 Charter Holdings;
     or
    
 
   
          (2) to invest in Productive Assets; provided that any Net Proceeds
     which Charter Holdings or a Restricted Subsidiary of Charter Holdings 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
    
 
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