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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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management fee will bear interest at the rate of 10% per annum, compounded
annually, from the date it was due and payable until the date it is paid. As of
September 30, 1999, no interest had accrued.
 
     Pursuant to the terms of the revised management agreement, Charter
Operating agreed to indemnify and hold harmless Charter Investment, Inc. and its
shareholders, directors, officers and employees. This indemnity extends to any
and all claims or expenses, including reasonable attorneys' fees, incurred by
them in connection with any action not constituting gross negligence or willful
misconduct taken by them in good faith in the discharge of their duties to
Charter Operating.
 
     The total management fees, including expenses, earned by Charter
Investment, Inc. under all management agreements were as follows:
 

<TABLE>
<CAPTION>
                                                                           TOTAL FEES
YEAR                                                          FEES PAID      EARNED
----                                                          ---------    ----------
                                                                  (IN THOUSANDS)
<S>                                                           <C>          <C>
Nine Months Ended September 30, 1999........................   $23,830      $33,095
Year Ended December 31, 1998................................    17,073       27,500
Year Ended December 31, 1997................................    14,772       20,290
Year Ended December 31, 1996................................    11,792       15,443
</TABLE>

 
     As of September 30, 1999, approximately $29.2 million remains unpaid under
all management agreements.
 
     ASSIGNMENT AND AMENDMENT OF REVISED CHARTER OPERATING MANAGEMENT
AGREEMENT.  On November 12, 1999, Charter Investment, Inc. assigned to Charter
Communications, Inc. all of its rights and obligations under the revised Charter
Operating management agreement. In connection with the assignment, the revised
Charter Operating management agreement was amended to eliminate the 3.5%
management fee. Under the amended agreement, Charter Communications, Inc. is
entitled to reimbursement from Charter Operating for all of its expenses, costs,
losses, liabilities and damages paid or incurred by it in connection with the
performance of its services under the amended agreement, with no cap on the
amount of reimbursement.
 
     MANAGEMENT AGREEMENT WITH CHARTER COMMUNICATIONS, INC.  On November 12,
1999, Charter Communications, Inc. entered into a management agreement with
Charter Communications Holding Company. Under this agreement, Charter
Communications, Inc. manages and operates the cable television systems owned or
to be acquired by Charter Communications Holding Company and its subsidiaries,
to the extent such cable systems are not subject to management agreements
between Charter Communications, Inc. and specific subsidiaries of Charter
Communications Holding Company.
 
     The terms of this management agreement are substantially similar to the
terms of the Charter Operating management agreement. Charter Communications,
Inc. is entitled to reimbursement from Charter Communications Holding Company
for all expenses, costs, losses, liabilities and damages paid or incurred by
Charter Communications, Inc. in connection with the performance of its services,
which expenses will include any fees Charter Communications, Inc. is obligated
to pay under the mutual services agreement described below. There is no cap on
the amount of reimbursement to which Charter Communications, Inc. is entitled.
 
     MUTUAL SERVICES AGREEMENT WITH CHARTER INVESTMENT, INC.  Charter
Communications, Inc. has only thirteen employees, all of whom are also executive
officers of Charter Investment, Inc. Effective November 12, 1999, Charter
Communications, Inc. and Charter Investment, Inc. entered into a mutual services
agreement pursuant to which each entity provides services to the other as may be
reasonably requested in order to manage Charter Communications Holding Company
and to manage
 
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