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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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has not been timely delivered to the appropriate Governmental Authority and no
written confirmation has been received from such Governmental Authority that the
procedures established by Section 626 nonetheless will be applicable with
respect to the renewal or extension of such System Franchise.

            7.5.3 Notwithstanding the provisions of Section 7.5.1, no Party will
have any further obligation to obtain Required Consents: (a) with respect to
license agreements relating to pole attachments where the licensing authority
will not consent to an assignment of such license agreement but requires that
the other Party enter into a new agreement with such licensing authority, in
which case the other Party shall use its commercially reasonable efforts to
enter into such agreement prior to Closing or as soon as practicable thereafter
and such Party will cooperate with and assist the other Party in obtaining such
agreements; (b) for any business radio license or any private operational fixed
service (POFS) microwave license which such Party reasonably expects can be
obtained within 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 the other Party under FCC
rules with respect thereto; (c) with respect to Contracts evidencing Leased
Property, if, with the consent of the other Party, such Party obtains and makes
operational prior to Closing substitute Leased Property that is reasonably
satisfactory to the other Party; (d) with respect to Contracts evidencing leased
Tangible Personal Property that is material to its Cable Business, if, with the
consent of the other Party, such Party obtains and makes operational prior to
Closing substitute Tangible Personal Property that is reasonably satisfactory to
the other Party; and (e) with respect to Contracts which are not identified with
an asterisk (*) on Schedule 5.3 or 6.3, if RMG, with respect to Contracts
relating to RMG Systems, or IP-I, with respect to Contracts relating to IP-I
Systems, uses its commercially reasonable efforts to obtain the Required Consent
of the other party to such Contract but fails to obtain such consent on or prior
to Closing.

            7.5.4 If and to the extent that RMG and the IP-I Parties, or any of
them, 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 IP-I or RMG shall have waived satisfaction of the condition to Closing set
forth in Section 8.1.5 or Section 8.2.5, respectively), subsequent to the
Closing, each of RMG with respect to its Systems and Assets and the IP-I Parties
with respect to their Systems and Assets 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 the other. 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, then subject to the
conditions set forth in Section 4.1(c) of the Common Agreement and Sections
9.1(c)(ii) and 9.1(c)(iii) of the Redemption Agreement the following will occur:


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