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>   51

            7.3.5 Each Party, or its appropriate Affiliate, will remain solely
responsible for, and will indemnify and hold harmless the other from and against
all Losses arising from or with respect to, all salaries and all severance,
vacation (except for accrued vacation time and sick time included in the
calculation of such Party's Adjusted Value under the Common Agreement, with
respect to the IP-I Systems, or the Redemption Agreement, with respect to the
RMG Systems), 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 the other Party or any Affiliate of the other Party, as a result
of their employment by such Party or any Affiliate of such Party 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 the other Party on
or after the Closing Date, shall, as a matter of contract between the Parties,
be the responsibility of the Party or its Affiliates by which the employee was
employed prior to the Closing Date. Each Party and its Affiliates shall
cooperate with the other Party and its Affiliates, if requested, in the giving
of WARN notices on behalf of the other.

            7.3.6 Notwithstanding anything to the contrary herein, each Party
shall:

                  (a) credit each System Employee of the other Party who is
offered on or prior to the Closing employment by such Party and becomes an
employee of such Party after the Closing Date (a "Hired Employee") the amount of
vacation time (to a maximum of four weeks) and sick time (to a maximum of 10
days) accrued by him or her as a System Employee of the transferor Party through
and including the Closing Date to the extent the transferor Party's System Value
is decreased pursuant to Section 2.2(b) of the Redemption Agreement in the case
of RMG System Employees who become employees of any IP-I Party or its Affiliates
and Section 2.2(c)(ii) of the Common Agreement in the case of IP-I System
Employees who becomes employees of RMG or its Affiliates, provided, however,
that if any Hired Employee has accrued vacation time and/or sick time in excess
of four weeks or 10 days, respectively, then the transferor Party shall, and
shall cause its appropriate Affiliate to, pay to such employee the amount of
such excess and the transferee Party shall not assume any liability or
obligation in respect of such excess;

                  (b) permit each Hired Employee to participate in such Party's
employee benefit plans to the same extent as similarly situated employees of
such Party and their dependents are permitted to participate;

                  (c) give each Hired Employee credit for such employee's past
service with the other Party and its Affiliates as of the Closing Date
(including past service with any prior owner or operator of the other Party's
Systems or Cable Business) for purposes of eligibility and vesting under such
Party's employee benefit and other plans to the same extent as other similarly
situated employees of such Party;


                                       45