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8-K
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 8-K on 01/18/2000
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Charter Holdco, CC VII Holdings hereby contributes all of the Minority
Partnership Interests to CC VII, as of the Effective Date.

                  4.   Effective Date.  This Agreement shall be deemed  
effective as of 12:01 a.m. on January 1, 2000 (the "Effective Date").

                  5.   Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflicts of law principles.

                  6.   Successors. This Agreement shall be binding upon and 
shall inure to the benefit of the parties hereto and their respective
successors, heirs, executors, administrators, legal representatives and
permitted assigns.

                  7.   Further Assurances. Each of the parties hereto shall at 
any time and from time to time following the date hereof, execute and deliver
all such further instruments and take all such further actions as may be
reasonably necessary to confirm or carry out the provisions hereof.

                  8.   Amendment; Waiver; Termination. This Agreement cannot be
amended, waived, or terminated except by a writing signed by the parties hereto

                  9.   INVALID PROVISIONS. IF ANY PROVISION OF THIS AGREEMENT IS
HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE UNDER PRESENT OR FUTURE LAWS, SUCH
PROVISION SHALL BE FULLY SEVERABLE, THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED AS IF SUCH ILLEGAL, INVALID OR UNENFORCEABLE PROVISION HAD NEVER
COMPRISED A PART OF THIS AGREEMENT, AND THE REMAINING PROVISIONS OF THIS
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL NOT BE AFFECTED BY THE
ILLEGAL, INVALID OR UNENFORCEABLE PROVISION OR BY ITS SEVERANCE FROM THIS
AGREEMENT. THE PARTIES FURTHER AGREE THAT, IN PLACE OF EACH SUCH ILLEGAL,
INVALID OR UNENFORCEABLE PROVISION, THERE SHALL BE ADDED AUTOMATICALLY AS A PART
OF THIS AGREEMENT A PROVISION AS SIMILAR TO SUCH ILLEGAL, INVALID OR
UNENFORCEABLE PROVISION AS MAY BE POSSIBLE AND BE LEGAL, VALID AND ENFORCEABLE.

                  10.  Counterparts. This Agreement may be executed in two or
more separately executed counterparts, which may include faxed signature pages,
each of which counterparts shall be deemed an original, but all of which
together shall constitute one and the same instrument.





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