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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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IPWT, IPSE, RMG, or its appropriate Affiliate, pursuant to the provisions of
such plan and any Legal Requirements. Charter will not assume any obligation or
liability for any such accrued benefits or any fiduciary or administrative
responsibility to account for or dispose of any such accrued benefits under any
employee benefit plans maintained by IPWT, IPSE, RMG or any of their Affiliates.
In the event that IPWT determines that the transactions contemplated by this
Agreement will not permit a distribution to be made to a Hired Employee (as
defined below) from IPWT's or IPSE's tax qualified plan in accordance with
Section 401(k)(10) of the Code then Charter may accept a plan-to-plan transfer
of Hired Employees' plan benefits to its own tax qualified plan. If there is no
plan-to-plan transfer, in order to permit IPWT or IPSE or their appropriate
Affiliates to make distributions to any former System Employee of IPWT or IPSE
who becomes a Hired Employee of Charter of the balance of such employee's 401(k)
account in IPWT's or IPSE's or their Affiliate's tax qualified plan, if any, as
soon as legally permitted, Charter shall notify IPWT of the date of termination
of such employee's employment with Charter for any reason.

            7.3.4. To the extent not included in the calculation of the Base
Value or the Adjusted Value in accordance with the terms of the Common
Agreement, all claims and obligations under, pursuant to or in connection with
any welfare, medical, insurance, disability or other employee benefit plans of
IPWT, RMG or any of their Affiliates or arising under any Legal Requirement
affecting employees of IPWT, RMG or any of their Affiliates incurred on or
before the Closing Date or resulting from or arising from events or occurrences
occurring or commencing on or before the Closing Date will remain the
responsibility of IPWT or its appropriate Affiliate (other than RMG), whether or
not such employees are hired by Charter as of or after the Closing. Charter will
not have or assume any obligation or liability under or in connection with any
such plan of IPWT, RMG or any Affiliate of IPWT or RMG, as appropriate.

            7.3.5. To the extent not included in the calculation of the Base
Value or the Adjusted Value in accordance with the terms of the Common
Agreement, IPWT and IPSE will remain solely responsible for all indemnities in
the Common Agreement, and all salaries and all severance, vacation (except for
accrued vacation time and sick time included in the calculation of the Adjusted
Value), medical, holiday, continuation coverage and other compensation or
benefits to which the employees of IPWT, IPSE, RMG or their Affiliates may be
entitled, whether or not such employees may be hired by Charter, IP-I or any
Affiliate of Charter, as a result of their employment by IPWT, IPSE or RMG, or
any Affiliate of IPWT, IPSE or RMG, as appropriate, on or prior to the Closing
Date, the termination of their employment on or prior to the Closing Date, the
consummation of the transactions contemplated hereby or pursuant to any
applicable Legal Requirement or otherwise relating to their employment prior to
the Closing Date. Any liability under WARN with regard to any employee
terminated on or prior to the Closing Date, or not hired by Charter or retained
by RMG on or after the Closing Date, shall, as a matter of contract between the
parties, be the responsibility of IPWT, IPSE or their Affiliates (other than
RMG) to the extent not included in the calculation of the Base Value or the
Adjusted Value in accordance with the terms of the Common Agreement,. Charter
and its Affiliates shall cooperate with IPWT, IPSE, RMG and their Affiliates, if
requested, in the giving of WARN notices.