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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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                             RMG PURCHASE AGREEMENT

      THIS RMG PURCHASE AGREEMENT is made as of the 20th day of April, 1999, by
and among Robin Media Group, Inc., a Nevada corporation ("RMG"), and InterMedia
Partners of West Tennessee, L.P., a California limited partnership ("IPWT"), on
the one hand, and Charter RMG, LLC, a Delaware limited liability company
("Charter"), on the other hand.

                                    RECITALS

      A. RMG owns and operates cable television systems which are franchised or
hold other operating authority and operate in and around the municipalities
listed on Schedule 5.15.2 (collectively, the "Systems").

      B. This Agreement sets forth the terms upon which RMG will convey, or
cause to be conveyed, to a Delaware limited liability company wholly owned by
RMG ("Tennessee LLC") the assets comprising or used or useful in connection with
the Cable Business associated with the Systems located in East Tennessee, but
excluding any assets relating to RMG's cable television business in Brentwood,
Tennessee, and RMG will transfer to Charter at the Closing a percentage of the
issued and outstanding membership interests in Tennessee LLC as set forth
herein.

      C. IPWT, Charter and certain of their respective Affiliates have entered
into that certain Common Agreement (the "Common Agreement") pursuant to which
they have agreed to certain issues common to each of the transfers made pursuant
to this Agreement and to certain other related transactions (each as more fully
described in the Common Agreement). The common issues addressed include revenue
and working capital adjustments, closing conditions, and indemnification for
breaches of representations, warranties, covenants and agreements.

                                   AGREEMENTS

      In consideration of the covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Parties hereby agree as follows:

      1. DEFINITIONS. In addition to the terms defined elsewhere in this
Agreement, the following capitalized terms or terms otherwise defined in this
Section 1 shall have the meanings set forth below:

      1.1 1992 Cable Act. The Cable Television Consumer Protection and
Competition Act of 1992, as amended, and the FCC rules and regulations
promulgated thereunder.

      1.2 Affiliate. With respect to any Person, any other Person controlling,
controlled by 


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