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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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substance regulated by the Toxic Substances Control Act (TSCA) (42 U.S.C. ss.
2601 et seq.) or the Insecticide, Fungicide and Rodenticide Act (IFRA) (7 U.S.C.
ss. 136 et seq.), each, as amended, and the rules and regulations promulgated
thereunder; (e) asbestos or asbestos- containing material of any kind or
character; (f) polychlorinated biphenyls; (g) any substances regulated under the
provisions of Subtitle I of RCRA relating to underground storage tanks; (h) any
materials or substances designated as "hazardous substances" pursuant to the
Clean Water Act (33 U.S.C. ss. 1251 et seq.); (i) "economic poison," as defined
in the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. ss. 135 et
seq.); (j) any substance the presence, use, handling, treatment, storage or
disposal of which on the Owned Property or Leased Property is regulated or
prohibited by any Environmental Law; and (k) any other substance which by any
Environmental Law requires special handling, reporting or notification of any
Governmental Authority in its collection, storage, use, treatment or disposal.

      1.34 HSR Act. The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations promulgated thereunder.

      1.35 Intellectual Property. With respect to any Cable Business, any (a)
trademarks, trade dress, trade names, service marks, logos and other similar
proprietary rights, (b) domain names, (c) copyrights and (d) patents and
patentable know-how, inventions and processes, in each case used in such Cable
Business.

      1.36 IPSE Assets. All of the assets, privileges, contracts, licenses,
permits, franchises, authorizations, rights, interests, claims and other
properties, real and personal, tangible and intangible, of every type and
description (a) which are owned, leased, held for, used or useful in, or
otherwise related to, IPSE's Cable Business, (b) in which IPSE or any Affiliate
of IPSE has any right, title or interest or in which IPSE or any Affiliate of
IPSE acquires any right, title or interest on or before the Closing Time, and
(c) which are not IPSE Excluded Assets. The IPSE Assets include the IPSE
Tangible Personal Property, IPSE Owned Property, IPSE Leased Property, IPSE
Other Real Property Interests, IPSE Systems Franchises, IPSE Systems Licenses,
IPSE Systems Contracts, IPSE Books and Records and IPSE Other Intangibles.

      1.37 IPSE Books and Records. All engineering records, files, data,
drawings, blueprints, schematics, reports, lists, plans and procedures and all
other files of correspondence, lists, records and reports concerning IPSE's
Cable Business, including subscribers and prospective subscribers of the IPSE
Systems, signal and program carriage and dealings with Governmental Authorities
with respect to the IPSE Systems, including all reports filed with respect to
the IPSE Systems by or on behalf of IPSE or any Affiliate of IPSE with the FCC
and statements of account filed with respect to the IPSE Systems by or on behalf
of IPSE or any Affiliate of IPSE with the U.S. Copyright Office, but excluding
all documents, reports and records relating to any employee of the IPSE Systems
who has not given consent to disclosure of such documents, reports and records.

                                           IPSE/Charter Asset Exchange Agreement


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