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Exhibit 10.3
CONSULTING AGREEMENT
CONSULTING AGREEMENT made and entered into as of this 10th day of March,
1999, by and between VULCAN NORTHWEST INC., a Washington corporation ("Vulcan"),
and CHARTER COMMUNICATIONS, INC., a Delaware corporation ("Charter"), Charter
Communications Holdings, LLC ("Holdings"). Holdings and its present and future
subsidiaries and affiliates are referred to herein collectively as the
"Companies."
RECITALS
A. Vulcan and Charter have certain knowledge and experience in evaluating,
negotiating and implementing Acquisitions (as herein defined).
B. The Companies desire to avail themselves of Vulcan's and Charter's
expertise for the benefit of the Companies on the terms and conditions set forth
herein.
C. Vulcan and Charter are willing to render services to the Companies in
connection with Acquisitions on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Retention of Vulcan and Charter
a. Subject to the terms and conditions of this Agreement, the
Companies hereby retain Vulcan and Charter, and Vulcan and Charter hereby agree
to render services to the Companies, as consultants in respect of all
Acquisitions made by any of the Companies.
b. Vulcan and Charter shall at all times be and conduct themselves
as independent contractors in respect of the Companies, and shall not, under any
circumstances, create or purport to create any obligation on behalf of the
Companies.
2. Duties of Vulcan and Charter. Vulcan and Charter shall provide
advisory, financial and other consulting services with respect to acquisitions
of the business, assets or stock (whether by merger or otherwise) of other
companies by any of the Companies ("Acquisitions"). Such services for the
Companies, shall include participation in the evaluation, negotiation and
implementation of Acquisitions as requested by the Companies.
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3. Fees. As consideration for Vulcan's and Charter's services hereunder,
the Companies shall pay to them with respect to each Acquisition made by any of
the Companies during the term hereof a fee equal to one percent (1%) of the
aggregate enterprise value of each such Acquisition, payable in cash at the
closing of each such Acquisition (or, if payable with respect to any contingent
portion of the aggregate consideration, payable when such contingent payment is
made). For purposes of determining the enterprise value of an Acquisition, such
value shall be deemed to include all cash paid together with the value of any
non-cash consideration (including securities and the value of any assets
exchanged for assets being acquired) and the amount of any indebtedness and
other liabilities assumed, by operation of law or otherwise, in connection with
the Acquisition. Vulcan and Charter shall determine the allocation of all fees
as between them and the Companies shall have no obligation or right to
participate in such determination.
4. Expenses. All reasonable out-of-pocket expenses incurred by Vulcan and
Charter in connection with its services hereunder shall be borne by the
Companies or reimbursed to Vulcan and Charter.
5. Duration. This Agreement shall become effective as of the date hereof
and shall continue in effect until December 31, 2000, but this agreement shall
automatically renew for successive one year terms unless written notice of
termination is given by the Companies to Vulcan and Charter at the direction of
members of the Board of Directors who would be entitled to approve this
Agreement at the time such notice is given or by Vulcan and Charter to the
Companies, in each case at least 120 days prior to the close of the then current
one year period.
6. Notices. All notices relating to this Agreement shall be in writing and
shall be addressed to the other party at its address stated below, or to such
changed address as the other party may have been given by notice. All notice
shall be effective upon receipt:
If to VULCAN:
VULCAN NORTHWEST INC.
000 000xx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx, President
Telephone: 000 000 0000
Facsimile: 000 000 0000
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If to CHARTER:
CHARTER COMMUNICATIONS, INC.
00000 Xxxxxxxxxxx Xxxxx, Xxxxx 000
Xx. Xxxxx, XX 00000
Attn: Xxxxxx Xxxx, President
Telephone:000 000 0000
Facsimile:000 000 0000
If to HOLDINGS:
CHARTER COMMUNICATIONS HOLDINGS, LLC
c/o Charter Communications, Inc.
00000 Xxxxxxxxxxx Xxxxx, Xxxxx 000
Xx. Xxxxx, XX 00000
Attn: Xxxxxx Xxxx, President
Telephone:000 000 0000
Facsimile:000 000 0000
7. Binding Effect; Assignability. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors. This Agreement and the rights and obligations hereunder shall not be
assignable or delegable by the parties hereto other than to their affiliates.
8. Indemnification. Charter agrees to indemnify and hold harmless Vulcan
and Charter, the officers, directors and stockholders of Vulcan and Charter, and
their respective agents, employees and affiliates from and against all claims,
actions or demands that arise out of this Agreement and the services provided
hereunder or in connection herewith and any expenses (including reasonable
attorneys' fees), losses or damages resulting from such claims, actions and
demands, including amounts paid in settlement or compromise thereof; provided,
however, that this indemnity shall not extend to the conduct of such indemnified
parties not undertaken in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the Companies.
9. Entire Agreement. This Agreement sets forth the entire agreement
between the parties relating to the subject matter hereof. None of the terms,
covenants or conditions hereof may be waived or amended except by a written
instrument signed by the party to be charged therewith.
10. Governing Law. This Agreement shall be governed in all respects by the
laws of the State of Delaware.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
VULCAN NORTHWEST INC.
By: /s/ Xxxxxxx X. Xxxxx
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CHARTER COMMUNICATIONS, INC.
By: /s/ Xxxx X. Xxxxxxxx
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CHARTER COMMUNICATIONS
HOLDINGS, LLC
By: /s/ Xxxx X. Xxxxxxxx
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