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>   44

any such return or report, the failure of which to be filed or paid could affect
or result in the imposition of a Lien upon the RMG Assets or create any
transferee or other liability upon IP-I, except such amounts as are being
contested diligently and in good faith and are not in the aggregate material.
Except as set forth on Schedule 6.13, RMG has not received any notice of, nor
does RMG have any Knowledge of, any deficiency, assessment or audit, or proposed
deficiency, assessment or audit from any taxing Governmental Authority which
could affect, or result in the imposition of a Lien upon, any of the RMG Assets
or transferee or other liability upon IP-I.

      6.14 Employment Matters.

            6.14.1 RMG has complied in all material respects with all applicable
Legal Requirements relating to the employment of labor, including WARN,
continuation coverage requirements with respect to group health plans and those
relating to wages, hours, collective bargaining, unemployment insurance,
workers' compensation, equal employment opportunity, age, sex, race and
disability discrimination, immigration control and the payment and withholding
of Taxes.

            6.14.2 There are no Liens against the RMG Assets under Section
412(n) of the Code or Sections 302(f) or 4068 of ERISA. At the Closing, IP-I and
its ERISA Affiliates will have no obligation to contribute to, or any liability
in respect of, (i) any employee benefit plan within the meaning of Section 3(3)
of ERISA, or (ii) any similar employment, severance or other arrangement or
policy (whether written or oral) providing for insurance coverage (including
self-insured arrangements), workers' compensation, disability benefits,
supplemental unemployment benefits, vacation benefits, fringe benefits or
retirement benefits, or for profit sharing, deferred compensation, bonuses,
stock options, stock appreciation or other forms of incentive compensation or
post-retirement insurance, compensation or benefits, sponsored or maintained by
RMG or any of its ERISA Affiliates, or to which RMG or any of its ERISA
Affiliates was obligated to contribute. RMG will not, in connection with the
transactions contemplated by this Agreement, cease to provide any group health
plan coverage to their employees in a manner which would cause any IP-I Party or
any of their ERISA Affiliates to be deemed a successor employer of RMG within
the meaning of Proposed Treasury Regulations Section 54.4980B-9 Q&A8(c). With
respect to any multi-employer plan within the meaning of Section 3(37) of ERISA,
or any plan subject to Title IV of ERISA, to which RMG or any of its ERISA
Affiliates is or ever was obligated to contribute, (a) there has been no
material "reportable event" described in Sections 4043(c)(1), (2), (3), (5),
(6), (7), (10), or (13) of ERISA, (b) no "accumulated funding deficiency" (as
defined in Section 302 of ERISA) or "withdrawal liability" (as determined under
Section 4201 et seq. of ERISA) has occurred, exists or is continuing with
respect to any such plan other than a multi-employer plan (as defined in Section
3(37) of ERISA), or, to the Knowledge of RMG or any of its ERISA Affiliates,
with respect to any such plan which is a multi-employer plan (as defined in
Section 3(37) of ERISA), (c) no such plan has been terminated other than in
accordance with ERISA or at a time when such plan was not sufficiently funded,
and (d) there has been no (i) withdrawal by RMG or any of its ERISA Affiliates
that is a 


                                       38