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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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television systems generally. To the Knowledge of RMG, the RMG Systems and RMG's
Cable Business have been operated in such a manner so as not to violate or
infringe upon the rights, or give rise to any rightful claim of any Person for
copyright, trademark, service mark, patent or license infringement or the like.

      6.10 Financial Statements. RMG's statements of income for the years ended
December 31, 1997 and 1998, attached hereto as Schedule 6.10, are in accordance
with the books and records of the RMG Systems, were prepared in accordance with
generally accepted accounting principles applied on a consistent basis
throughout the periods covered thereby and, except as may be described therein,
present fairly the operating results of the RMG Systems for the periods
indicated, subject only to standard year-end adjustments and the omission of
footnotes thereto.

      6.11 Absence of Certain Changes or Events. Except as set forth on Schedule
6.11, since December 31, 1998, there has been no (i) material adverse change in,
nor has any event or events (other than any affecting the cable television
industry generally) occurred that, individually or in the aggregate, are
reasonably likely to result in a material adverse change in the RMG Assets,
business, operations, condition (financial or otherwise) or results of
operations of the RMG Systems, taken as a whole and (ii) material change in
accounting principles or practices with respect to the RMG Systems or
revaluation by RMG of the RMG Assets for financial reporting, property tax or
other purposes. From December 31, 1998 to the date of this Agreement, RMG's
Cable Business has been conducted only in the usual, regular and ordinary
course, except as disclosed on Schedule 6.11 and except where the failure to
conduct business in such manner would not have a material adverse effect on the
RMG Assets, RMG's Cable Business, the operations, condition (financial or
otherwise) or results of operations of the RMG Systems taken as a whole or on
the ability of RMG to perform its obligations under this Agreement.

      6.12 Litigation. Except as set forth on Schedule 6.12: (a) there is no
Litigation pending or, to RMG's Knowledge, threatened against RMG or any
Affiliate of RMG which, if adversely determined, would (i) materially and
adversely affect the financial condition or operations of RMG's Cable Business,
any of the RMG Systems, the RMG Assets or the ability of RMG to perform its
obligations under this Agreement or (ii) result in the modification, revocation,
termination, suspension or other limitation of any of the RMG Systems
Franchises, RMG Systems Licenses, or RMG Systems Contracts; and (b) there is not
in existence any Judgment requiring RMG or any Affiliate of RMG to take any
action of any kind with respect to the RMG Assets or the operation of any of the
RMG Systems, or to which RMG (with respect to the RMG Systems), any of the RMG
Systems or the RMG Assets are subject or by which they are bound or affected,
that has not been fully complied with by RMG.

      6.13 Tax Returns; Other Reports. RMG has duly and timely filed in correct
form all federal, state, local and foreign Tax returns and other Tax reports
required to be filed by RMG, and has timely paid all Taxes which have become due
and payable, whether or not so shown on 


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