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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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            (1) existing employment agreement entered into by the Company, the
      Guarantor or any of their Subsidiaries and any employment agreement
      entered into by the Company or any of its Restricted Subsidiaries, or any
      employment agreement entered into by the Guarantor 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 or the
      Guarantor or such Restricted Subsidiary, as the case may be;

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

            (3) payment of reasonable directors fees to Persons who are not
      otherwise Affiliates of the Company or the Guarantor, as the case may be,
      and customary indemnification and insurance arrangements in favor of
      directors, regardless of affiliation with the Company, the Guarantor or
      any of their 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

            (6) Permitted Investments.

Section 4.14. Liens.

      The Company and the Guarantor 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, each of the Company and the Guarantor 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, the Guarantor or any such Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of the Company, the Guarantor and their
Subsidiaries; provided, however, that neither the Company nor the Guarantor
shall be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of their Subsidiaries (other
than Charter Capital), if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries and the Guarantor and its Subsidiaries, taken
as a whole, and that the loss thereof is not adverse in any material respect to
the Holders of the Notes.

Section 4.16. Repurchase at the Option of Holders upon a Change of Control.

      If a Change of Control occurs, each Holder of Notes shall have the right
to require the Issuers to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of that Holder's Notes pursuant to a Change of
Control Offer. In the Change of Control Offer, the Issuers shall offer (a
"Change of Control Offer") a payment (the "Change of Control Payment") in cash
equal to 101% of the aggregate 


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