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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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sell, lease, transfer or otherwise dispose of any of its properties or assets
to, or purchase any property or assets from, or enter into or make or amend any
transaction, contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"),
unless:

            (1) such Affiliate Transaction is on terms that are no less
      favorable to the Company or the relevant Restricted Subsidiary or to the
      Guarantor or the relevant Restricted Subsidiary, than those that would
      have been obtained in a comparable transaction by the Company or such
      Restricted Subsidiary or the Guarantor or such Restricted Subsidiary, as
      the case may be, with an unrelated Person; and

            (2) the Company, or the Guarantor, as the case may be, delivers to
      the Trustee:

                  (a) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $15.0 million, a resolution of the Board of Directors of
            the Company or a resolution of the Board of Directors of the
            Guarantor, as the case may be, set forth in an Officers' Certificate
            certifying that such Affiliate Transaction complies with this
            covenant and that such Affiliate Transaction has been approved by a
            majority of the members of such Board of Directors; and

                  (b) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $50.0 million, an opinion as to the fairness to the
            Holders of such Affiliate Transaction from a financial point of view
            issued by an accounting, appraisal or investment banking firm of
            national standing.

      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) 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.


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