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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                 The following items shall not be deemed to be Affiliate
Transactions and, therefore, shall not be subject to the provisions of the
prior paragraph:

                 (1) any existing employment agreement entered into by the
Company or any of its Subsidiaries and any employment agreement entered into by
the Company or any of its Restricted Subsidiaries in the ordinary course of
business and consistent with the past practice of the Company or such
Restricted Subsidiary;

                 (2) transactions between or among the Company and/or its
                     Restricted Subsidiaries;

                 (3) payment of reasonable directors fees to Persons who are
not otherwise Affiliates of the Company and customary indemnification and
insurance arrangements in favor of directors, regardless of affiliation with
the Company or any of its Restricted Subsidiaries;

                 (4) payment of management fees pursuant to management
agreements either (A) existing on the Issue Date or (B) entered into after the
Issue Date, to the extent that such management agreements provide for
percentage fees no higher than the percentage fees existing under the
management agreements existing on the Issue Date;

                 (5) Restricted Payments that are permitted by Section 4.07 and
Restricted Investments that are permitted by Section 4.08; and

                 (6) Permitted Investments.

Section 4.14. Liens.

                 The Company shall not, directly or indirectly, create, incur,
assume or suffer to exist any Lien of any kind securing Indebtedness,
Attributable Debt or trade payables on any asset now owned or hereafter
acquired, except Permitted Liens.

Section 4.15. Corporate Existence.

                 Subject to Article 5, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
of the Company and its Subsidiaries; provided, however, that the Company shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Subsidiaries (other
than Charter