Print Page  Close Window

SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
<PAGE>   37

by RMG, or its appropriate Affiliate, pursuant to the provisions of such plan
and any Legal Requirements. Charter will not assume any obligation or liability
for any such accrued benefits or any fiduciary or administrative responsibility
to account for or dispose of any such accrued benefits under any employee
benefit plans maintained by RMG or any Affiliate. In the event that RMG
determines that the transactions contemplated by this Agreement will not permit
a distribution to be made to a Hired Employee (as defined below) from RMG's tax
qualified plan in accordance with Section 401(k)(10) of the Code then Charter
may accept a plan-to-plan transfer of Hired Employees' plan benefits to its own
tax qualified plan. If there is no plan-to- plan transfer, in order to permit
IPWT or its appropriate Affiliate to make distributions to any former System
Employee of RMG who becomes a Hired Employee of Tennessee LLC or Charter of the
balance of such employee's 401(k) account in RMG's or its Affiliate's tax
qualified plan, if any, as soon as legally permitted, Charter shall notify IPWT
of the date of termination of such employee's employment with Tennessee LLC or
Charter for any reason.

            7.3.4 To the extent not included in the calculation of the Base
Value or the Adjusted Value in accordance with the Common Agreement, all claims
and obligations under, pursuant to or in connection with any welfare, medical,
insurance, disability or other employee benefit plans of RMG or any Affiliate or
arising under any Legal Requirement affecting employees of RMG or any Affiliate
incurred on or before the Closing Date or resulting from or arising from events
or occurrences occurring or commencing on or before the Closing Date will remain
the responsibility of IPWT, or the appropriate Affiliate, whether or not such
employees are hired by Charter as of or after the Closing. Neither Charter nor
Tennessee LLC will have or assume any obligation or liability under or in
connection with any such plan of RMG or any Affiliate of RMG.

            7.3.5 To the extent not included in the calculation of the Adjusted
Value in accordance with the Common Agreement, IPWT will remain solely
responsible for all salaries and all severance, vacation (except for accrued
vacation time and sick time included in the calculation of the Adjusted Value of
the Systems under the Common Agreement), medical, holiday, continuation coverage
and other compensation or benefits to which its employees may be entitled,
whether or not such employees may be hired by Tennessee LLC, Charter or any of
their Affiliates, as a result of their employment by RMG or any Affiliate of RMG
on or prior to the Closing Date, the termination of their employment on or prior
to the Closing Date, the consummation of the transactions contemplated hereby or
pursuant to any applicable Legal Requirement or otherwise relating to their
employment prior to the Closing Date. Any liability under WARN with regard to
any employee terminated on or prior to the Closing Date, or not hired by
Tennessee LLC or Charter on or after the Closing Date, shall, as a matter of
contract between the Parties, be the responsibility of IPWT. Charter and its
Affiliates shall cooperate with RMG, IPWT and their other Affiliates, if
requested, in the giving of WARN notices on behalf of the other.


                                      -31-