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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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compensation, severance (to the extent applicable), insurance, vacation (except
for accrued vacation time (not to exceed four weeks) and sick time (not to
exceed 10 days) included in the calculation of such Party's Adjusted Value under
the Common Agreement), and other compensation or benefits to which they are
entitled for periods prior to the Closing, including all amounts, if any,
payable on account of the termination of their employment.

            7.3.3 Each Party, or its appropriate Affiliate, will be responsible
for maintenance and distribution of benefits accrued under any employee benefit
plan (as defined in ERISA) maintained by such Party, or its appropriate
Affiliate, pursuant to the provisions of such plan and any Legal Requirements.
Neither Party will assume any obligation or liability for any such accrued
benefits or any fiduciary or administrative responsibility to account for or
dispose of any such accrued benefits under any employee benefit plans maintained
by the other Party or any Affiliate. In the event that a transferor Party
determines that the transactions contemplated by this Agreement will not permit
a distribution to be made to a Hired Employee (as defined below) from the
transferor Party's tax qualified plan in accordance with Section 401(k)(10) of
the Code then the other Party may accept a plan-to-plan transfer of Hired
Employees' plan benefits to its own tax qualified plan. If there is no
plan-to-plan transfer, in order to permit a transferor Party, or its appropriate
Affiliate, to make distributions to any former System Employee of such Party who
becomes a Hired Employee of the other Party of the balance of such employee's
401(k) account in the transferor Party's or its Affiliate's tax qualified plan,
if any, as soon as legally permitted, each transferee Party shall notify the
other Party of the date of termination of such employee's employment with the
transferee Party for any reason.

            7.3.4 All claims and obligations under, pursuant to or in connection
with any welfare, medical, insurance, disability or other employee benefit plans
of a Party or any Affiliate or arising under any Legal Requirement affecting
employees of such Party or any Affiliate incurred on or before the Closing Date
or resulting from or arising from events or occurrences occurring or commencing
on or before the Closing Date will remain the responsibility of such Party, or
the appropriate Affiliate, whether or not such employees are hired by the other
Party as of or after the Closing. Neither Party will have or assume any
obligation or liability under or in connection with any such plan of the other
Party or any Affiliate of the other Party.

            7.3.5 Each Party, or its appropriate Affiliate, will remain solely
responsible for, and will indemnify and hold harmless the other from and against
all Losses arising from or with respect to, all salaries and all severance,
vacation (except for accrued vacation time and sick time included in the
calculation of such Party's Adjusted Value under the Common Agreement), medical,
holiday, continuation coverage and other compensation or benefits to which its
employees may be entitled, whether or not such employees may be hired by the
other Party or any Affiliate of the other Party, as a result of their employment
by such Party or any Affiliate of such Party on or prior to the Closing Date,
the termination of their employment on 

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