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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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            10.1.4 By either Charter or IPSE if an injunction, restraining order
or decree of any nature of any Governmental Authority of competent jurisdiction
is issued that prohibits the consummation of any of the transactions
contemplated hereby and such injunction, restraining order or decree is final
and nonappealable; provided, however, that the party seeking to terminate this
Agreement pursuant to this clause has used commercially reasonable efforts to
have such injunction, order or decree vacated or denied; or

            10.1.5 As otherwise provided in the Common Agreement.

      10.2 Effect of Termination. If this Agreement is terminated pursuant to
Section 10.1, all obligations of the Parties under this Agreement will
terminate, except for the obligations set forth in Sections 7.13, 7.19 and
12.13. Termination of this Agreement pursuant to Sections 10.1.2, 10.1.3, 10.1.4
or 10.1.5 will not limit or impair any remedies that any of IPSE or the Charter
Parties may have pursuant to the terms of this Agreement with respect to a
breach or default by the other of its covenants, agreements or obligations under
this Agreement.

11. SURVIVAL; REMEDIES.

      11.1 Survival of Representations, Warranties Covenants and Agreements. The
representations, warranties, covenants and agreements of IPSE and Charter in
this Agreement and in the Transaction Documents will survive Closing for a
period of twelve months after the Closing Date. The period of survival of the
representations, warranties, covenants and agreements prescribed by this Section
11.1 are referred to as the "Survival Period." The liabilities of each Party
under its respective representations, warranties, covenants and agreements will
expire as of the expiration of the Survival Period; provided, however, that such
expiration will not include, extend or apply to (a) any representation,
warranty, covenant or agreement the breach of which has been asserted by a Party
in a written notice to the other Party before such expiration or about which a
Party has given the other Party written notice before such expiration indicating
that facts or conditions exist that, with the passage of time or otherwise, can
reasonably be expected to result in a breach (and describing such potential
breach in reasonable detail), (b) the Party's obligations under Sections 7.13
and 7.23, or (c) the Party's obligations under Sections 7.16, 7.17.1, 7.17.3 and
7.17.4, but only to the extent reasonably practicable.

      11.2 Exclusive Remedy. The Parties hereby agree that the rights set forth
in the Common Agreement shall be each Party's sole and exclusive remedies
against the other Party for any claims arising after the Closing Time and
relating to any breaches of the representations, warranties or covenants
contained in this Agreement other than based on fraud.

                                           IPSE/Charter Asset Exchange Agreement


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