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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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assignment of such license agreement but requires that Tennessee LLC or Charter
enter into a new agreement with such licensing authority, in which case Charter
shall use its commercially reasonable efforts to enter into such agreement prior
to Closing or as soon as practicable thereafter and RMG will cooperate with and
assist Charter in obtaining such agreements; (b) for any business radio license
or any private operational fixed service (POFS) microwave license which RMG
reasonably expects can be obtained within one hundred twenty (120) days after
the Closing and so long as a conditional temporary authorization (for a business
radio license) or a special temporary authorization (for a POFS license) is
obtained by Charter under FCC rules with respect thereto; (c) with respect to
Contracts evidencing Leased Property, if, with the consent of Charter, RMG
obtains and makes operational prior to Closing substitute Leased Property that
is reasonably satisfactory to Charter; (d) with respect to Contracts evidencing
leased Tangible Personal Property that is material to the Cable Business, if,
with the consent of Charter, RMG obtains and makes operational prior to Closing
substitute Tangible Personal Property that is reasonably satisfactory to
Charter; and (e) with respect to Contracts which are not identified with an
asterisk (*) on Schedule 5.3, if RMG uses its commercially reasonable efforts to
obtain the Required Consent to such Contract but fails to obtain such consent on
or prior to Closing.

            7.5.4 If and to the extent that RMG fails to obtain all Required
Consents identified with an asterisk (*) on Schedule 5.3 (except Required
Consents for the transfer of Systems Franchises which shall be governed by
Section 7.5.5) on or prior to the Closing (whether or not Charter shall have
waived satisfaction of the condition to Closing set forth in Section 8.1.5),
subsequent to the Closing, IPWT will continue to use commercially reasonable
efforts to obtain in writing as promptly as possible such Required Consents and
will deliver copies of the same, reasonably satisfactory in form and substance,
to Charter. The obligations set forth in this Section will survive the Closing
and will not be merged in the consummation of the transactions contemplated
hereby.

            7.5.5 If less than all of the Required Consents for the transfer of
Systems Franchises are obtained as of the Closing Date and all other conditions
precedent are satisfied or waived, then, subject to the conditions set forth in
Section 4.1(c)(i) and (iii) of the Common Agreement, then the System Franchise
with respect to which consent has not been obtained shall not be transferred to
Tennessee LLC and the Parties shall negotiate a modification to the calculation
of the Base Price as set forth in Section 3.1 to account for the exclusion of
such Franchise.

      7.6 Title Commitments and Surveys. Charter will have the option to obtain,
at its own expense, (i) commitments of title insurance ("Title Commitments")
issued by a nationally recognized title insurance company selected by Charter
(the "Title Company") and containing policy limits and other terms reasonably
acceptable to Charter, and photocopies of all recorded items described as
exceptions therein committing to insure (a) fee title in Charter to each parcel
of Owned Property and (b) a leasehold interest in Charter in each parcel of
Leased Property that is the site of a System headend or tower, by American Land
Title Association ("ALTA") (1992) owner's or lessee's policies of title
insurance, and (ii) current ALTA as-built surveys (in


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