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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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continue to be primarily engaged in the businesses in which they are primarily
engaged on the date of this Agreement.

            (b) In the case of Marcus Holdings, the Borrower and the two
corporate entities referred to below, (i) conduct, transact or otherwise engage
in, or commit to conduct, transact or otherwise engage in, any business or
operations other than, in the case of Marcus Holdings and the Borrower, those
incidental to its ownership of the Equity Interests of its Subsidiaries or (ii)
own, lease, manage or otherwise operate any properties or assets other than, in
the case of Marcus Holdings and the Borrower, the ownership of Equity Interests
of its Subsidiaries (which, in the case of Marcus Holdings, shall be limited to
Equity Interests of Marcus and of the two corporate entities owned by Marcus
Holdings on the Stage One Closing Date and identified on Schedule 4.15).

            7.15 Certain Intercompany and Tax Matters. (a) In the case of
Holdings, make any Investment in the Borrower other than in the form of a
capital contribution.

            (b) In the case of the Borrower or any of its Subsidiaries, enter
into any tax sharing arrangement with any of its Affiliates.

            (c) In the case of Holdings, the Borrower or any Subsidiary of the
Borrower, (i) take any action that could cause such Person (if such Person is a
Flow-Through Entity) to cease to be a Flow-Through Entity or (ii) fail to
convert any new Subsidiary that is not a Flow-Through Entity into a Flow-Through
Entity as soon as reasonably practicable after the date such Person becomes a
Subsidiary unless, in the reasonable judgment of the Borrower, such conversion
would be impracticable or materially disadvantageous to the interests of the
Borrower or such Subsidiary. This paragraph shall not apply to Shell
Subsidiaries.

                          SECTION 8. EVENTS OF DEFAULT

            If any of the following events shall occur and be continuing:

            (a) the Borrower shall fail to pay any principal of any Loan or
      Reimbursement Obligation when due in accordance with the terms hereof; or
      the Borrower shall fail to pay any interest on any Loan or Reimbursement
      Obligation, or any other amount payable hereunder or under any other Loan
      Document, within five days after any such interest or other amount becomes
      due in accordance with the terms hereof; or

            (b) any representation or warranty made or deemed made by any Loan
      Party herein or in any other Loan Document or that is contained in any
      certificate, document or financial or other statement furnished by it at
      any time under or in connection with this Agreement or any such other Loan
      Document shall prove to have been inaccurate in any material respect on or
      as of the date made or deemed made; or

            (c) any Loan Party shall default in the observance or performance of
      any agreement contained in clause (i) or (ii) of Section 6.4(a) (with
      respect to Holdings and the Borrower only), Section 6.7(a) or Section 7 of
      this Agreement or Sections 6.4 and 6.6(b) of the Guarantee and Collateral
      Agreement; or

            (d) any Loan Party shall default in the observance or performance of
      any other agreement contained in this Agreement or any other Loan Document
      (other than as provided in paragraphs (a) through (c) of this Section),
      and such default shall continue unremedied for a