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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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Property. RMG and the IP-I Parties agree to use all reasonable efforts to
structure the Exchanges in such a way that to the extent reasonably possible it
will be a tax free exchange of like-kind assets under Section 1031 of the Code,
including either Party's assignment of its rights under this Agreement to a
"qualified intermediary" engaged by such Party to effectuate a deferred
like-kind exchange under Section 1031 of the Code. Schedule 2.1 will be attached
to this Agreement in form and substance mutually satisfactory to the Parties
prior to Closing, and when attached to this Agreement will be deemed for all
purposes to be attached as of the date hereof.

      2.2 Method of Exchange. Each Exchange of Assets as described in Schedule
2.1 is to occur as follows: (A) the RMG Tangible Personal Property and the IP-I
Tangible Personal Property are being exchanged each for the other in "Exchange
Groups" as defined under Internal Revenue Regulations Sections 1.1031(a)-2 and
1.1031(j)-1(b)(2); (B) the RMG Owned Property, RMG Leased Property and RMG Other
Real Property Interests, and the IP-I Owned Property, IP-I Leased Property and
IP-I Other Real Property Interests, are being exchanged each for the other; and
(C) the RMG Systems Contracts, RMG Systems Franchises, RMG Systems Licenses and
RMG Other Intangibles, and the IP-I Systems Contracts, IP-I Systems Franchises,
IP-I Systems Licenses and IP-I Other Intangibles, are being exchanged each for
the other, in each case to the maximum extent permitted by Section 1031 of the
Code and the regulations promulgated thereunder. Liabilities assumed or taken
subject to by each Party are being exchanged each for the other to the maximum
extent permitted under Section 1031 of the Code and regulations thereunder.

3. CONSIDERATION. Each Party agrees that cash consideration will be paid at
Closing by either RMG (or its designee) to the IP-I Parties or by the IP-I
Parties to RMG, and that such amount will be determined as follows:

      3.1 Calculation of Values; Cash Consideration.

            3.1.1 For the purposes of this Agreement, the gross value of the RMG
Assets comprising each RMG System shall be as set forth on Schedule 3.1.1-A
(each, an "RMG System Value") and the gross value of the IP-I Assets comprising
each IP-I System shall be as set forth on Schedule 3.1.1-B (each, a "IP-I System
Value"). The RMG System Value for each RMG System shall be adjusted in
accordance with the provisions of the Redemption Agreement, and the IP-I System
Value for each IP-I System shall be adjusted in accordance with the provisions
of the Common Agreement. At the Closing, the appropriate Person will pay to the
IP-I Parties or RMG, as the case may be (or their permitted assignees) an amount
of cash to be determined pursuant to the Redemption Agreement or the Common
Agreement (in each case, the "Cash Consideration"), which payments shall then be
deemed made pursuant and subject to this Agreement. Preliminary and final
determinations of the Cash Consideration will be made in accordance with the
Common Agreement.


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