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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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      4. EXCLUDED ASSETS AND ASSUMED LIABILITIES

      4.1 Excluded Assets. "Excluded Assets" means all: (a) programming
Contracts (including music programming Contracts), cable guide Contracts, and
Contracts to which RMG and one or more Affiliates of RMG or other cable systems
of RMG or its Affiliates are parties (including master retransmission consent
agreements and master billing, collection and related agreements), other than
any such Contracts (such as local programming agreements) listed on Schedule
4.1(b); (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 RMG or any of its ERISA Affiliates
has any liability or in which any employees or agents, or any former employees
or agents, of RMG or any of its ERISA Affiliates participate; (c) except as
provided in Section 12.14, insurance policies and rights and claims thereunder;
(d) bonds, letters of credit, surety instruments and other similar items; (e)
cash and cash equivalents, including cash relating to subscriber prepayments and
deposits, and notes receivable; (f) except as set forth on Schedule 4.1(b) and
subject to Section 7.11, Intellectual Property held by RMG or any of its
Affiliates; (g) except as set forth on Schedule 4.1(b), subscriber billing
Contracts and related equipment if not owned by RMG or any Affiliate of RMG; (h)
assets, rights or properties of RMG or its Affiliates used or held for use other
than principally in connection with the Systems; (i) except for any items for
which the Adjusted Value of the Systems is increased under Section 2.2 of the
Common Agreement, 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 Systems prior to the Closing Time; (j) 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
Systems; (k) except for the leases described on Schedule 4.1(b), capital and
vehicle leases; (l) advertising sales agency or representation Contracts
providing any Third Party or Affiliate of RMG the right to sell available
advertising time for a System other than any such Contract listed on Schedule
4.1(b); (m) to the extent licensed pursuant to a master license agreement or not
otherwise transferable, software of RMG or any Affiliate of RMG and licenses
relating to Third Party software; (n) Contracts for any fiber or fiber capacity
lease or use arrangements that provide to any Third Party or Affiliate of RMG
the right to use any fiber or capacity of a System other than any such Contract
listed on Schedule 4.1(b); (o) except as set forth on Schedule 4.1(b), Contracts
for any internet access or on-line services arrangements that provide to any
Third Party or Affiliate of RMG the right to use the transmission capacity of a
System to provide internet access or other on-line services over such System;
(p) except as set forth on Schedule 4.1(b), Contracts between RMG and its
Affiliates; (q) except as set forth on Schedule 4.1(b), any assets relating to
RMG's cable television business in Brentwood, Tennessee; and (r) other rights,
assets and properties described on Schedule 4.1(a).

      4.2 Assumed Obligations and Liabilities. At the Closing and effective as
of the Closing Time, RMG shall cause Tennessee LLC to assume, and after the
Closing Date, Charter will cause Tennessee LLC to pay, discharge and perform,
the following (collectively, "Assumed Obligations and Liabilities"): (a) those
obligations and liabilities accruing and relating to periods 


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