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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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                            ASSET EXCHANGE AGREEMENT

      THIS ASSET EXCHANGE AGREEMENT is made as of April __, 1999, by and among
InterMedia Partners Southeast, a California general partnership ("IPSE"), on the
one hand, and Charter Communications, LLC, a Delaware limited liability company,
Charter Communications Properties, LLC, a Delaware limited liability company,
and Marcus Cable Associates, L.L.C., a Delaware limited liability company (each,
a "Charter Party" and collectively, "Charter"), on the other hand.

                                    RECITALS

A. The Charter Parties own and operate cable television systems that are
franchised or hold other operating authority and operate in and around the
municipalities listed on Schedule 5.15.2 (collectively, the "Charter Systems"
and reference to any Charter Party's Systems will be deemed to refer to the
Charter Systems owned and operated by such Charter Party).

            B. IPSE owns and operates cable television systems which are
franchised or hold other operating authority and operate in and around the
municipalities listed on Schedule 6.15.2 (collectively, the "IPSE Systems").

            C. This Agreement sets forth the terms and conditions upon which (i)
the Charter Parties will convey, or cause to be conveyed, to IPSE substantially
all of the assets comprising or used or useful in connection with Charter's
Cable Businesses and (ii) IPSE will convey, or cause to be conveyed, to the
Charter Parties substantially all of the assets comprising or used or useful in
connection with IPSE's Cable Business, all in such a manner as to effect, to the
extent reasonably possible, a like-kind exchange of such assets under Section
1031 of the United States Internal Revenue Code, as amended (the "Code").

            D. IPSE, 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.

                                           IPSE/Charter Asset Exchange Agreement


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