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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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internet access or other on-line services over such Charter System; (p) except
as set forth on Schedule 4.4(b), Contracts between any Charter Party and its
Affiliates; and (q) other rights, assets and properties described on Schedule
4.4(a).

5. CHARTER'S REPRESENTATIONS AND WARRANTIES. Each Charter Party represents and
warrants to IPSE, jointly and severally, as of the date of this Agreement and as
of the Closing, as follows:

      5.1 Organization and Qualification of Charter. Such Charter Party is a
single-member limited liability company duly formed, validly existing and in
good standing under the laws of the State of Delaware. As of the Closing Date,
such Charter Party will be treated for federal income tax purposes as a
disregarded entity with respect to Charter Communications Operating LLC under
Treasury Regulation ss. 301.7701-3(b)(1)(ii). Such Charter Party has all
requisite power and authority to own, lease and use the Charter Assets owned,
leased or used by it and to conduct its Cable Business as it is currently being
conducted by it. As of the date of this Agreement, such Charter Party is duly
qualified to do business and is in good standing under the laws of each
jurisdiction in which the ownership, leasing or use of the Charter Assets owned,
leased or used by it or the nature of its activities in connection with its
Charter Systems makes such qualification necessary.

      5.2 Authority and Validity. Such Charter Party has all requisite corporate
power and authority to execute and deliver, to perform its obligations under,
and to consummate the transactions contemplated by, this Agreement and the
Transaction Documents to which it is a party. The execution and delivery by such
Charter Party of, its performance under, and its consummation of the
transactions contemplated by, this Agreement and the Transaction Documents to
which it is a party have been duly and validly authorized by all action by or on
behalf of such Charter Party. This Agreement has been, and when executed and
delivered by such Charter Party the Transaction Documents to which it is a party
will be, duly and validly executed and delivered by such Charter Party and the
valid and binding obligations of such Charter Party, enforceable against it in
accordance with their terms, except as the same may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws now or
hereafter in effect relating to the enforcement of creditors' rights generally
or by principles governing the availability of equitable remedies.

      5.3 No Conflict; Required Consents. Except as set forth on Schedule 5.3,
and assuming all IPSE Required Consents have been obtained and the expiration or
earlier termination of the waiting period under the HSR Act has occurred, the
execution and delivery by such Charter Party of, its performance under, and its
consummation of the transactions contemplated by, this Agreement and the
Transaction Documents to which it is a party do not and will not: (a) conflict
with or violate any provision of the organizational documents of such Charter
Party; (b) violate any provision of any Legal Requirement; (c) require any
consent, approval or authorization of, or filing of any certificate, notice,
application, report or other

                                           IPSE/Charter Asset Exchange Agreement


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