EXHIBIT 10.8
AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT
This Amended and Restated Agreement is made as of this 15th day of
November, 1996 by and among Kelso & Company, L.P. ("Kelso"), Charter
Communications, Inc. ("Charter") and HC Crown Corp. ("Seller").
WHEREAS, Charter and Crown are parties to a certain Stock Purchase
Agreement dated July 1, 1994 as amended November 18, 1994 (the "Agreement");
WHEREAS, in order to secure financing for the transac tion described in the
Agreement, Seller entered into the Subordination Agreement dated January 18,
1995 (the "Origi nal Subordination Agreement") among Seller, CCA Holdings Corp.
("Holdings") and the other parties set forth therein;
WHEREAS, the Original Subordination Agreement is being amended and restated
as of the date hereof (as so amended and restated, and as the same may be
amended, extended, renewed, restated, supplemented or otherwise modified from
time to time, the "Amended and Restated Subordination Agree ment");
WHEREAS, Charter and certain designees and affiliates of Kelso are the sole
stockholders of Holdings; and
NOW, THEREFORE, the parties hereto agree as follows:
1. Kelso and Charter represent that Charter and certain designees and
affiliates of Kelso are the owners of all of the outstanding shares of stock of
Holdings, and that Charter is the manager of the cable systems owned and to be
acquired by Holdings and its subsidiaries.
2. In consideration of the execution by Seller of the Amended and
Restated Subordination Agreement, Kelso and Charter severally agree as follows:
A. They will cause Holdings to comply with the re quirements of Section
4.01(a) of the Amended and Restated
Loan Agreement dated as of the date hereof (the "Loan Agree ment") by and
between Seller and Holdings;
B. They will give Seller at least 10 business days' prior written notice
of any proposed transfer or disposition by Holdings or its subsidiaries of more
than 10% of Charter Communications Entertainment I, L.P.'s assets in any trans
action or series of transactions.
C. They will take no action inconsistent with the following provisions of
the Loan Agreement: Section 4.01(b)(i), (iii), (iv), (v), (xii), (xiv) and
(xvi).
D. The following legend has been or will be placed on all stock
certificates of Holdings owned by them:
"These shares are subject to an Amended and Re stated Shareholders'
Agreement dated as of November 15, 1996 on file in the office of the
company."
Any new shares of Holdings issued to transferees of such designees or affiliates
of Kelso or Charter shall include the same legend. Such legends may be removed
and will not be required at such time as the Notes (as defined in the Loan
Agreement) have been paid in full or otherwise cancel led or discharged.
3. Seller shall enter into the Amended and Restated Subordination
Agreement.
4. Notices to Seller and Charter pursuant hereto shall be given in
accordance with the Agreement. Notices to Kelso shall be sent to:
320 Park Avenue
New York, NY 10022
Attn: James J. Connors, II, Esq.
5. This agreement shall be binding upon the assigns, transferees and
successors of the parties hereto.
6. Capitalized terms used herein without definition shall have the
meanings ascribed to such terms in the Agree ment.
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7. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the day and year first written above.
Kelso & Company, L.P.
By /s/ James J. Connors II
______________________________________
Title Vice President and General Counsel
___________________________________
Charter Communications, Inc.
By______________________________________
Title___________________________________
HC Crown Corp.
By_______________________________________
Title____________________________________
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IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the day and year first written above.
Kelso & Company, L.P.
By__________________________
Title_______________________
Charter Communications, Inc.
By /s/ Kent Kalkwarf
__________________________
Title Vice President
_______________________
HC Crown Corp.
By__________________________
Title_______________________
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IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the day and year first written above.
Kelso & Company, L.P.
By__________________________
Title_______________________
Charter Communications, Inc.
By__________________________
Title_______________________
HC Crown Corp.
/s/ Dwight Arn
By__________________________
Vice President
Title_______________________
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