Print Page  Close Window

SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
 
<PAGE>   229
 
   
issued to Charter Communications, Inc., Charter Communications Holding Company
has the right to redeem the Class A preferred membership units at a redemption
price equal to the sum of subparagraphs 1 and 2 in the previous subsection.
    
 
   
     The operating agreement also provides rights to the Bresnan sellers. In
particular, Charter Communications, Inc. must:
    
 
   
     - provide the Bresnan sellers that are affiliates of Blackstone Group L.P.
       consultative rights reasonably acceptable to the manager so that, as long
       as they hold Class C common membership units, such Bresnan sellers may
       maintain their Venture Capital Operating Company status (as defined in
       regulations promulgated by the United States Department of Labor under
       the Employee Retirement Income Security Act of 1974, as amended) and
       qualify for the Venture Capital Operating Company exception that excludes
       the underlying assets of the company from "plan assets" within the
       meaning of the regulations mentioned above; and
    
 
   
     - attempt, in good faith, to keep in place the notes and credit facilities
       and the terms and conditions relating to their security and collateral
       (other than the Bresnan keepwell agreement which may be amended as set
       forth in the Bresnan purchase agreement) of Bresnan Communications
       Company Limited Partnership and its subsidiaries as long as the Bresnan
       sellers hold Class C common membership units.
    
 
   
     Any amendment to the operating agreement may be adopted only upon the
approval of a majority of the Class B common membership units; provided,
however, that the agreement may not be amended in a manner that:
    
 
   
     - is adverse to the Class D common members and that treats the Class D
       common membership units in a discriminatory manner vis-a-vis the Class A
       common membership units, without the consent of Class D common members
       owning a majority of the Class D common membership units adversely
       affected;
    
 
   
     - is adverse to the Class C common members, without the consent of Class C
       common members owning a majority of the Class C common membership units
       adversely affected;
    
 
   
     - is adverse to the Class A common members, without the approval of the
       Class A common members; and
    
 
   
     - (a) is adverse to the Class A preferred members with respect to their
       redemption and preferred return rights, transfer rights or liquidation
       rights or (b) adversely alters any other expressly articulated rights of
       the Class A preferred members and treats the Class A preferred members in
       a discriminatory manner vis-a-vis the common members, without the consent
       of Class A preferred members owning a majority of the Class A preferred
       membership units.
    
 
                                       226