Print Page  Close Window

SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 
<PAGE>   5
breach of, or a default under, Charter LLC operating agreement, or any material
agreement, indenture or instrument to which it is a party or which is binding on
it, and will not result in the creation of any lien on, or security interest in,
any of his assets (other than such violations, breaches, defaults, liens or
security interests that would not materially and adversely affect its ability to
perform his obligations under this Agreement).

        7. Representations of Allen. Allen represents and warrants to the Holder
and each Permitted Transferee that on the date hereof and at all times hereafter
through the Closing: (a) Allen has full power and authority to execute and
deliver this Agreement and consummate the transactions contemplated hereby; (b)
this Agreement constitutes the legal, valid and binding obligation of Allen,
enforceable against Allen in accordance with its terms; (c) his execution and
delivery of this Agreement does not, and his performance of his obligations
under this Agreement will not, violate, conflict with or constitute a breach of,
or a default under, any material agreement, indenture or instrument to which he
is a party or which is binding on him, and will not result in the creation of
any lien on, or security interest in, any of his assets (other than such
violations, breaches, defaults, liens or security interests that would not
materially and adversely affect his ability to perform his obligations under
this Agreement); and (d) his Net Worth is and will be greater than $4 billion.
At the request of R&A Management, LLC, a Colorado limited liability company
("R&A"), made (on behalf of Holder together with all other holders receiving
similar put agreements in connection with the transactions under the Purchase
Agreements) no more frequently than once every 180 days, Allen will within 10
days of such request deliver to R&A a certificate signed by him or his
attorney-in-fact as to the representation and warranty in clause (d) being true
and correct at such time. "Net Worth" means the excess of the fair market value
of Allen's assets over the aggregate amount of Allen's liabilities.

        8. Adjustment for Exchange, Reorganizations, Stock Splits, etc.

               8.1 If the Class A Preferred Units are increased, decreased,
changed into, or exchanged for a different number or kind of shares or
securities of Charter LLC through reorganization, recapitalization,
reclassification, dividend, split or reverse split, or other similar
transaction, an appropriate adjustment shall be made with respect to number and
kind of shares or securities subject to the Redemption Election and Put Option,
without change in the total price applicable to the unexercised portion of the
Redemption Election and Put Option but with a corresponding adjustment in the
price for unit of any security covered by the Redemption Election and Put
Option. Any shares or securities that become subject to the Redemption Election
and Put Option pursuant to this Section 8.1 shall constitute "Issued Units" for
purposes of this Agreement.

               8.2 Upon a reorganization, merger or consolidation of Charter LLC
with one or more other corporations or entities (any of the foregoing, a
"Business Combination") pursuant to which the outstanding Class A Preferred
Units are converted into or exchanged for any other security ("Replacement
Securities"), the Redemption Election and Put Option shall cease to be
exercisable with respect to the securities that previously constituted "Issued
Units" and shall instead be automatically converted into an option to sell such
number of shares or units of Replacement Securities issued in exchange for the
Issued Units pursuant to such Business Combination at a price per share or unit
of Replacement Securities equal to the aggregate Redemption Purchase Price for
all Issued Units immediately prior to such effectiveness divided

                                      -5-