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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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                  (d) not subject any Hired Employee to any waiting periods or
limitations on benefits for pre-existing conditions under such Party's employee
benefit plans, including any group health and disability plans, except to the
extent such employees were subject to such limitations under the employee
benefit plans of such other Party or any Affiliate of such other Party; and

                  (e) credit each Hired Employee under any group health plan for
any deductible amount previously met by such Hired Employee as of the Closing
Date under any of the group health plans of the transferor Party or any of its
Affiliates.

            7.3.7 If a transferee Party discharges any Hired Employee without
cause within one hundred twenty days after Closing, then such transferee Party
shall pay severance benefits to such Hired Employee in accordance with such
transferor Party's severance benefit plan. For purposes of this Section 7.3.7,
"cause" shall have the meaning set forth in the transferee Party's employment
policies, procedures or agreements applicable to such transferee Party's
employees who are situated similarly to the discharged Hired Employee.

            7.3.8 If a transferor Party has, or acquires, a duty to bargain with
any labor organization, then such transferor Party will (i) give prompt written
notice of such development to the other Party, including notice of the date and
place of any negotiating sessions as they are planned or contemplated and permit
the other Party to have a representative present at all negotiating sessions
with such labor organization and at all meetings preparatory thereto (including
making the transferee Party's representative a representative of the transferor
Party's delegation if required by the labor organization) and (ii) not, without
the transferee Party's written consent, enter into any Contract with such labor
organization that purports to bind the transferee Party, including any successor
clause or other clause which would have this purpose or effect. Each Party (as a
transferor Party) acknowledges and agrees that the other Party has not agreed to
be bound, and will not be bound, without an explicit assumption of such
liability or responsibility by the transferee Party, by any provision of any
collective bargaining agreement or similar Contract with any labor organization
to which the transferor Party or any of its Affiliates is or may become bound.

            7.3.9 Nothing in this Section 7.3 or elsewhere in this Agreement
shall be deemed to make any employee of either Party a third party beneficiary
of this Agreement.

            7.3.10 Notwithstanding any other provision of this Agreement, in
respect of wages paid with respect to the 1999 calendar year to employees of
IP-I who after the Closing become employees of RMG, or vice versa, RMG and IP-I
agree to comply, and to cause their respective affiliates to comply, with the
alternative procedures set forth in Section 5 of Revenue Procedure 96-60 and
shall cooperate, and shall cause their respective affiliates to cooperate, with
each other in complying with such procedures.


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