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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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Business, (d) enter into written agreements with respect to all multiple
dwelling unit and bulk billed accounts having greater than 200 individual units,
and (e) operate the Cable Business in material compliance with all Legal
Requirements;

            7.2.2. will, and will cause IPSE and RMG to, maintain the Assets in
good operating repair, order and condition, ordinary wear and tear excepted;
will, and will cause IPSE and RMG to, maintain equipment and inventory for the
Systems at normal historical levels consistent with its past practices (as
adjusted to account for abnormally high inventory levels related to periodic
rebuild activity); will, and will cause IPSE and RMG to, maintain in full force
and effect policies of insurance with respect to the Cable Business in such
amounts and with respect to such risks as are currently in effect for the
Systems; and will, and will cause IPSE and RMG to, maintain its books, records
and accounts with respect to the Assets and the operation of the Systems in the
usual, regular and ordinary manner on a basis consistent with its past
practices;

            7.2.3. will not, and will cause IPSE and RMG not to, outside the
ordinary course of business or to the extent inconsistent with past practice or
the 1999 operating budget included in Schedule 7.2(b), (a) modify, terminate,
renew, suspend or abrogate any System Contract (other than retransmission
consent System Contracts, System Contracts evidencing Leased Property or Other
Real Property Interests and lease agreements for Tangible Personal Property) or,
with respect to RMG, any other material Contract; (b) modify, terminate, renew,
suspend or abrogate any retransmission consent System Contract, System
Franchise, System Contract evidencing Leased Property or Other Real Property
Interests, lease agreements for Tangible Personal Property or System License
except for renewals (other than renewals of System Franchises) on terms that are
not materially different from those which currently exist and renewals of System
Franchises as otherwise required or permitted under this Agreement; (c) engage
in any marketing, subscriber installation, collection or disconnection
practices; (d) make any Cost of Service Election; (e) other than as set forth on
Schedule 7.2(a), enter into any agreement with or commitment to any competitive
access provider and/or local exchange company or any internet access or on-line
services provider with respect to the use or lease of any of the Assets; (f)
sell, transfer or assign any portion of the Assets other than sales in the
ordinary course of business or permit the creation of a Lien (other than
Permitted Liens) on any of the Assets; (g) decrease the rate charged for any
level of Basic Services, Expanded Basic Services or any Pay TV or, except as
expressly permitted by Schedule 7.2(a), add, delete, retier or repackage any
analog programming services, in each case except to the extent required under
the 1992 Cable Act or any other Legal Requirement; provided, however, that if
rates are decreased in order to so comply, IPWT will provide Charter with copies
of any FCC forms (even if not filed with any Governmental Authority) used to
determine that the new rates were required; (h) convert any of the Systems to
any billing system or otherwise change billing arrangements for any of the
Systems; (i) with respect to IPWT or IPSE, enter into any Contract of any kind
relating to the Cable Business to be assumed by Charter hereunder or, with
respect to RMG, enter into any Contract of any kind that individually or in the
aggregate call for payments pursuant to such Contract's terms or otherwise
involving expenditures in excess of one hundred thousand dollars ($100,000)
(with respect to IPWT or IPSE) or twenty-five thousand dollars ($25,000) (with
respect to RMG), except for the renewal of Contracts that would, but for such
renewal, terminate in accordance with their terms prior to Closing; (j) except
pursuant to or required by plans, agreements or arrangements already in effect
on the date hereof, make any material increase in compensation or benefits
payable or to become payable to employees or make any material change in
personnel policies; (k) take any action with respect to the grant or increase of
severance or termination pay payable after the Closing Date; (l) with respect to
IPWT or IPSE, engage in any material transaction with respect to the Cable
Business or, with respect to RMG, engage in any material transaction; or (m)
agree to do any of the foregoing; provided, however, that no provision of this
Section 7.2.3 shall be interpreted to prohibit or restrict in any way RMG's
right, in its full and absolute