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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
Entire Document
 
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     ASSIGNMENT AND AMENDMENT OF REVISED MANAGEMENT AGREEMENT.   Upon the
closing of the offering, Charter Investment, Inc. will assign to Charter
Communications, Inc. all of its rights and obligations under the revised Charter
Operating management agreement. In connection with the assignment, the revised
Charter Operating management agreement will be amended to eliminate the 3.5%
management fee. Under the amended agreement, Charter Communications, Inc. will
be entitled to reimbursement from Charter Operating for all of its expenses,
costs, losses, liabilities and damages paid or incurred by it in connection with
the performance of its obligations under the amended agreement, with no cap on
the amount of reimbursement.
 
     MANAGEMENT AGREEMENT WITH CHARTER COMMUNICATIONS, INC.   Upon the closing
of the offering, Charter Communications, Inc. intends to enter into a management
agreement with Charter Communications Holding Company. This management agreement
will provide that Charter Communications, Inc. will manage and operate the cable
television systems owned or to be acquired by Charter Communications Holding
Company and its subsidiaries.
 
     The terms of the Charter Communications, Inc. management agreement will be
substantially similar to the terms of the Charter Operating management
agreement. Charter Communications, Inc. will be entitled to reimbursement from
Charter Communications Holding Company for all expenses, costs, losses,
liabilities and damages paid or incurred by Charter Communications, Inc. in
connection with the performance of its services, which expenses will include any
fees Charter Communications, Inc. is obligated to pay under the mutual services
agreement described below. There is no cap on the amount of reimbursement to
which Charter Communications, Inc. is entitled.
 
   
     MUTUAL SERVICES AGREEMENT WITH CHARTER INVESTMENT, INC.   Charter
Communications, Inc. will initially have only twelve executive officers, all of
whom are also executive officers of Charter Investment, Inc. Charter
Communications, Inc. and Charter Investment, Inc. will enter into a mutual
services agreement to be effective upon the closing of the offering. Pursuant to
the mutual services agreement, each entity agrees to provide services to the
other as may be reasonably requested in order to manage Charter Communications
Holding Company and to manage and operate our cable systems. In addition,
officers of Charter Investment, Inc. will also serve as officers of Charter
Communications, Inc. The officers and employees of each entity will be available
to the other to provide the services described above. All expenses and costs
incurred with respect to the services provided will be paid by Charter
Communications, Inc. Charter Communications, Inc. will indemnify and hold
harmless Charter Investment, Inc. and its directors, officers and employees from
and against any and all claims that may be made against any of them in
connection with the mutual services agreement except due to its or their gross
negligence or willful misconduct. The term of the mutual services agreement will
be ten years, commencing on the closing of the offering, and the agreement may
be terminated at any time by either party upon thirty days' written notice to
the other.
    
 
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