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SEC Filings

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including the rights and benefits arising under Section 626 of the
Communications Act (47 U.S.C. 546) to the extent applicable to an IPSE Systems

      1.45 IPSE Systems Licenses. The intangible cable television channel
distribution rights, cable television relay service (CARS), business radio and
other licenses, earth station registrations, authorizations, consents or permits
issued by the FCC or any other Governmental Authority included among the IPSE
Assets and described on Schedule 1.45 (other than the IPSE Systems Franchises
and IPSE Systems Contracts) and all rights and benefits of IPSE and its
Affiliates pertaining thereto.

      1.46 IPSE Tangible Personal Property. All tangible personal property
included among the IPSE Assets, including towers (other than towers on IPSE
Owned Property which are fixtures thereon and a part thereof), tower equipment,
aboveground and underground cable, distribution systems, headend amplifiers,
line amplifiers, microwave equipment, converters, testing equipment, motor
vehicles, office equipment, computers and billing equipment, furniture,
fixtures, supplies, inventory and other physical assets, the principal items of
which are identified and described on Schedule 1.46.

      1.47 IPSE's Cable Business. The cable television businesses and other
revenue-generating businesses and operations relating to the IPSE Systems
conducted by IPSE or an Affiliate of IPSE through the IPSE Systems.

      1.48 Judgment. Any judgment, writ, order, injunction, award or decree of
any court, judge, justice or magistrate, including any bankruptcy court or judge
or the arbitrator in any binding arbitration, and any order of or by any
Governmental Authority.

      1.49 Knowledge. The actual knowledge of a particular matter with respect
to any System of (a) in the case of any Charter System, Jerald L. Kent, Kent D.
Kalkwarf, Curtis S. Shaw, David G. Barford, Greg Nydegger or Charlotte Bragg,
(b) in the case of any IPSE System, Frank S. Crawford, Robert J. Lewis, Rodney
M. Royse, Edon V. Smith or Thomas R. Stapleton, and (c) in addition to those
Persons described in (a) and (b) above, the general manager or one or more of
the managers of the System.

      1.50 Leased Property. Charter Leased Property or IPSE Leased Property, as
the context requires.

      1.51 Legal Requirement. Applicable common law and any statute, ordinance,
code or other law, rule, regulation, order, technical or other written standard,
requirement or procedure enacted, adopted, promulgated, applied or followed by
any Governmental Authority, including any Judgment.

                                           IPSE/Charter Asset Exchange Agreement