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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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3.2, shall comply with the provisions of Section 1060 of the Code and each of
IPWT and Charter shall timely file any forms required to be filed under Section
1060 of the Code and any corresponding provision of state of local Tax law in
accordance with the final Allocation Schedule. Charter and IPWT each agree (i)
to reflect the Systems on their respective books for tax reporting purposes in
accordance with the Allocation Schedule, (ii) to file all Tax Returns and
determine all Taxes (including, without limitation, for purposes of Section 1060
of the Code) in accordance with and based upon the Allocation Schedule and (iii)
not to take any position inconsistent with such Allocation Schedule in any audit
or judicial or administrative proceeding or otherwise.

      4. EXCLUDED ASSETS AND ASSUMED LIABILITIES.

      4.1. Excluded Assets. "Excluded Assets" means, with respect to the IPWT
Assets: (a) the Letter Agreement dated June 1, 1996 between Bravo Company and
InterMedia Partners; the Affiliation Agreement dated April, 1999 among Viewer's
Choice LLC, InterMedia Partners, InterMedia Partners Southeast, InterMedia
Partners of West Tennessee, L.P. and Robin Media Group, Inc.; and the
Affiliation Agreement dated February 24, 1999 between FX Networks, LLC and
InterMedia Management, Inc.; (b) except as set forth on Schedule 4.1(b), each
employee benefit plan (as defined in Section 3(3) of ERISA) or any multiemployer
plan (as defined in Section 3(37) of ERISA) with respect to which IPWT or any of
its ERISA Affiliates (other than RMG) has any liability or in which any
employees or agents, or any former employees or agents, of IPWT or any of its
ERISA Affiliates (other than RMG) participate; (c) except as provided in Section
12.14, all insurance policies and rights and claims thereunder with respect to
the IPWT Assets; (d) all bonds, letters of credit, surety instruments and other
similar items with respect to the IPWT Assets; (e) all cash and cash
equivalents, including cash relating to subscriber prepayments and deposits, and
notes receivable of IPWT; (f) except as set forth on Schedule 4.1(b) and subject
to Section 7.11, all Intellectual Property held by IPWT or any of its Affiliates
(other than RMG); (g) the On/Line Operating and License Agreement between US
Computer Services dba Cable Data and InterMedia Partners, a California limited
partnership dated as of October 3, 1996 (other than RMG); (h) except for any
items for which the purchase price payable under Section 2.1(b)(iv) of the
Common Agreement is increased or the Adjusted Value is increased under Section
2.2 of the Common Agreement, all claims, rights, and interest in and to any
refunds of Taxes or fees of any nature, or other claims against third parties,
relating to the operation of the IPWT Systems prior to the Closing Time; (i) all
account books of original entry, general ledgers, financial records, minute
books, stock ledgers, organizational documents and, to the extent not included
in the Books and Records, personnel files and records, in each case used in
connection with the IPWT Systems; (j) the Amended and Restated Management
Agreement for Advertising Sales Business between InterMedia Capital Partners IV,
a California limited partnership, and TCI Cable Management Corporation, a
Colorado corporation doing business as TCI Media Services, dated as of January
1, 1998; (k) to the extent licensed pursuant to a master license agreement or
not otherwise transferable, all software of IPWT or any Affiliate of IPWT (other
than RMG) and licenses relating to Third Party software; (l) the Warrant
Purchase Agreement dated as of January 1, 1999 between At Home Corporation and
InterMedia Management, Inc., on behalf of InterMedia Partners, Inc., a
California limited partnership, InterMedia Partners IV, L.P. and InterMedia
Partners of Kentucky, L.P., and the Distribution Agreement dated as of January
1, 1999 between At Home Corporation, InterMedia Partners, L.P., a California
limited partnership, InterMedia Partners IV, L.P. and InterMedia Partners VI,
L.P.; (m) except for the IP-I/Charter Exchange Agreement (as defined in the
Common Agreement), and except as set forth on Schedule 4.1(b), all Contracts
between IPWT, RMG or IPSE, on the one hand, and any Affiliate thereof, on the
other hand; and (q) other rights, assets and properties described on Schedule
4.1(a). There are no "Excluded Assets" with respect to RMG, except for those
listed on Schedule 4.1(a) and the following: the Amended and Restated Management
Agreement for Advertising Sales Business between InterMedia Capital Partners IV,
a California limited partnership, and TCI Cable Management Corporation, a
Colorado corporation doing business as TCI Media Services, dated as of January
1, 1998; the Warrant Purchase Agreement dated as of January 1, 1999 between At
Home Corporation and InterMedia Management, Inc., on behalf of InterMedia
Partners, Inc., a California limited partnership, InterMedia Partners IV, L.P.
and InterMedia Partners of Kentucky, L.P., and the Distribution Agreement dated
as of January 1, 1999 between At Home Corporation, InterMedia Partners, L.P., a
California limited partnership, InterMedia Partners IV, L.P. and InterMedia
Partners VI, L.P.; Letter Agreement dated June 1, 1996 between Bravo Company and
InterMedia Partners; Affiliation Agreement dated April, 1999 among Viewer's
Choice LLC, InterMedia Partners, InterMedia Partners Southeast, InterMedia
Partners of West Tennessee, L.P. and Robin Media Group, Inc.; Affiliation
Agreement dated February 24, 1999 between FX Networks, LLC and InterMedia
Management, Inc.;