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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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MANAGEMENT AGREEMENTS
    
 
   
     PREVIOUS MANAGEMENT AGREEMENTS.  Prior to March 18, 1999, pursuant to a
series of management agreements with certain of our subsidiaries, Charter
Communications, Inc. provided management and consulting services to us. In
exchange for these services, Charter Communications, Inc. was entitled to
receive management fees of 3% to 5% of the gross revenues of all of our systems
plus reimbursement of expenses. However, our previous credit facilities limited
such management fees to 3% of gross revenues. The balance of management fees
payable under the previous management agreements were accrued. Following the
closing of our current credit facilities, the previous management agreements
were replaced by a new management agreement. The other material terms of our
previous management agreements are substantially similar to the material terms
of the new management agreement.
    
 
   
     The total management fees, including expenses, earned by Charter
Communications, Inc. under the previous management agreements during the last
three years were as follows:
    
 
   

<TABLE>
<CAPTION>
                                                                TOTAL FEES
YEAR                                               FEES PAID      EARNED
----                                               ---------    ----------
                                                       (IN THOUSANDS)
<S>                                                <C>          <C>
March 31, 1999...................................   $ 5,323      $10,015
1998.............................................   $17,073      $24,159
1997.............................................    14,772       20,290
1996.............................................    11,792       15,443
</TABLE>

    
 
     Deferred portions of certain management fees bore interest at the rate of
10% per annum.
 
   
     PREVIOUS MANAGEMENT AGREEMENT WITH MARCUS.  On October 6, 1998, Marcus
entered into a Management Consulting Agreement with Charter Communications, Inc.
pursuant to which Charter Communications, Inc. agreed to provide certain
management and consulting services to Marcus Cable and its subsidiaries, in
exchange for a fee equal to 3% of the gross revenues of Marcus Cable's systems
plus reimbursement of expenses. Management fees expensed by Marcus Cable during
the period from October 1998 to December 31, 1998 were approximately $3.3
million, which were accrued and unpaid at December 31, 1998. Management fees
paid to Charter Communications, Inc. for the three months ended March 31, 1999
totaled approximately $5,323. Upon our merger with Marcus Holdings and the
closing of our current credit facilities, this agreement was terminated and the
subsidiaries of Marcus Cable now receive management and consulting services from
Charter Communications, Inc. under the new management agreement.
    
 
   
     THE NEW MANAGEMENT AGREEMENT.  On February 23, 1999, Charter
Communications, Inc. entered into a new management agreement with Charter
Operating, which was amended and restated as of March 17, 1999. Upon the closing
of our current credit facilities on March 18, 1999, our previous management
agreements and the Management Consulting Agreement with Marcus Cable terminated
and the new management agreement became operative. Pursuant to the new
management agreement, Charter Communications, Inc. has agreed to manage and
operate the cable television systems owned by our subsidiaries, as well as any
cable television systems we may subsequently acquire in the future. The term of
the new management agreement is ten years.
    
 
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