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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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other; and (C) the IPSE Systems Contracts, IPSE Systems Franchises, IPSE Systems
Licenses and IPSE Other Intangibles, and the Charter Systems Contracts, Charter
Systems Franchises, Charter Systems Licenses and Charter Other Intangibles, are
being exchanged each for the other, in each case to the maximum extent permitted
by Section 1031 of the Code and the regulations promulgated thereunder.
Liabilities assumed or taken subject to by each Party are being exchanged each
for the other to the maximum extent permitted under Section 1031 of the Code and
regulations thereunder.

3. CONSIDERATION. Each Party agrees that cash consideration will be paid at
Closing by either IPSE to the Charter Parties or by the Charter Parties to IPSE,
and that such amount will be determined as follows:

      3.1 Calculation of Values; Cash Consideration.

            3.1.1 For the purposes of this Agreement, the gross value of the
IPSE Assets comprising all of the IPSE Systems, in the aggregate, shall be as
set forth on Schedule 3.1.1- A (each, an "IPSE System Value") and the gross
value of the Charter Assets comprising all of the Charter Systems, in the
aggregate, shall be as set forth on Schedule 3.1.1-B (each, a "Charter System
Value"). The gross value of the IPSE Systems and the gross value of the Charter
Systems shall be adjusted in accordance with the provisions of the Common
Agreement. At the Closing, IPSE (or its permitted assignee) will pay to the
Charter Parties (or their permitted assignees), or the Charter Parties (or their
permitted assignees) will pay (without duplication) to IPSE (or its permitted
assignee), as appropriate, an amount in cash to be determined pursuant to the
Common Agreement (the "Cash Consideration"), which payment shall then be deemed
made pursuant and subject to this Agreement. Preliminary and final
determinations of the Cash Consideration will be made in accordance with the
Common Agreement.

4. ASSUMED LIABILITIES AND EXCLUDED ASSETS.

                                           IPSE/Charter Asset Exchange Agreement


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