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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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      4.1 IPSE's Assumed Obligations and Liabilities. At the Closing and
effective as of the Closing Time, IPSE will assume and after the Closing Date,
IPSE will pay, discharge and perform the following (collectively, "IPSE's
Assumed Obligations and Liabilities"): (a) those obligations and liabilities
accruing and relating to periods after the Closing Time under or with respect to
the Charter Assets assigned and transferred to IPSE at the Closing; (b) those
obligations and liabilities of Charter for subscriber prepayments and deposits
related to the Charter Systems existing at the Closing Time; (c) other
obligations and liabilities of the Charter Parties only to the extent that the
Adjusted Value of the Charter Systems was decreased with respect thereto
pursuant to Section 2.2 of the Common Agreement; and, (d) all other obligations
and liabilities accruing and relating to periods after the Closing Time and
arising out of IPSE's ownership, use or operation of the Charter Assets
(including those items listed or described on Schedule 4.4(b)) or its operation
of, or conduct of business through, the Charter Systems after the Closing
(including with respect to late fees that may be charged by IPSE after the
Closing to subscribers of the Charter Systems) except to the extent that such
obligations or liabilities relate to any Charter Excluded Asset. All obligations
and liabilities arising out of or relating to the Charter Assets, the Charter
Systems or Charter's Cable Businesses other than IPSE's Assumed Obligations and
Liabilities will remain and be the obligations and liabilities solely of the
Charter Parties, including any obligation, liability or claims relating to or
arising pursuant to (w) Taxes (including franchise fees) with respect to periods
or portions thereof ending on or prior to the Closing Date, (x) refunds of
rates, charges or late fees with respect to periods through and including the
Closing Date, (y) Litigation commenced, or related to an event occurring, on or
prior to the Closing Date, or (z) credit, loan or other agreements pursuant to
which the Charter Parties have created, incurred, assumed or guaranteed
indebtedness for borrowed money or under which any Lien securing such
indebtedness has been or may be imposed on any Charter Asset.

      4.2 IPSE Excluded Assets. "IPSE Excluded Assets" means all: (a)
programming Contracts (including music programming Contracts), cable guide
Contracts, and Contracts to which IPSE and one or more Affiliates of IPSE or
other cable systems of IPSE or its Affiliates are parties (including master
retransmission consent agreements and master billing, collection and related
agreements), other than any such Contracts (such as local programming
agreements) listed on Schedule 4.2(b); (b) except as set forth on Schedule
4.2(b), each employee benefit plan (as defined in Section 3(3) of ERISA) or any
multiemployer plan (as defined in Section 3(37) of ERISA) with respect to which
IPSE or any of its ERISA Affiliates has any liability or in which any employees
or agents, or any former employees or agents, of IPSE or any of its ERISA
Affiliates participate; (c) except as provided in Section 12.14, insurance
policies and rights and claims thereunder; (d) bonds, letters of credit, surety
instruments and other similar items; (e) cash and cash equivalents, including
cash relating to subscriber prepayments and deposits, and notes receivable; (f)
except as set forth on Schedule 4.2(b) and subject to Section 7.11, Intellectual
Property held by IPSE or any of its Affiliates; (g) except as set forth on
Schedule 4.2(b), subscriber billing Contracts and related equipment if not owned
by IPSE or any Affiliate of IPSE; (h) assets, rights or properties of IPSE or
its

                                           IPSE/Charter Asset Exchange Agreement


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