Amendment To Asset Exchange Agreement

AMENDMENT TO
ASSET EXCHANGE AGREEMENT


THIS AMENDMENT TO ASSET EXCHANGE AGREEMENT (this "Amendment") is made as of October 1, 1999, by and among InterMedia Partners Southeast, a California general partnership ("IPSE"), on the one hand, and Charter Communications, LLC, a Delaware limited liability company, Charter Communications Properties, LLC, a Delaware limited liability company, and Marcus Cable Associates, L.L.C., a Delaware limited liability company (each, a "Charter Party" and collectively, "Charter"), on the other hand.


RECITALS


A. The Parties have entered into that Asset Exchange Agreement dated as of April 20, 1999 (the "Original Agreement", and as amended by this Amendment, the "Agreement"), pursuant to which (i) the Charter Parties have agreed to convey, or cause to be conveyed, to IPSE substantially all of the assets comprising or used or useful in connection with Charter's Cable Businesses and (ii) IPSE has agreed to convey, or cause to be conveyed, to the Charter Parties substantially all of the assets comprising or used or useful in connection with IPSE's Cable Business, all in such a manner as to effect, to the extent reasonably possible, a like-kind exchange of such assets under Section 1031 of the Code.


B. IPSE, Charter and certain of their respective Affiliates have entered into that Amended and Restated Common Agreement dated as of June 29, 1999 (the "Common Agreement") pursuant to which they have agreed to certain issues common to each of the transfers made pursuant to this Agreement and to certain other related transactions (each as more fully described in the Common Agreement). The common issues addressed include revenue and working capital adjustments, closing conditions, and indemnification for breaches of representations, warranties, covenants and agreements.


C. The Parties wish to amend the Original Agreement, and to the extent applicable, the Common Agreement as more fully set forth in this Amendment to reflect Charter's retention of that Charter System in Indiana described on SCHEDULE A-1 to this Amendment and deemed attached to the Original Agreement as SCHEDULE A-1. 2
AGREEMENTS


In consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:


1. DEFINITIONS. Capitalized terms used and not defined in this Amendment
will have the meaning given to them in the Original Agreement. Article
1 of the Original Agreement is hereby amended to include the following
definitions:


Charter Retained Assets. All of the Charter Assets, other than Charter
Excluded Assets, that are owned, leased, held for, used or useful in,
or otherwise related to Charter's Cable Business conducted through the
Retained System and not used or useful in any other Charter System
along with the portion of the Charter Shared Assets related to the
Retained System.


Charter Shared Assets. That CATV Pole Lease Agreement between Charter
and GTE North Incorporated, dated February 8, 1990 and related to
Columbus and New Albany, Indiana.


Charter Transferred Assets. All of the Charter Assets other than the
Charter Excluded Assets, Charter Retained Assets and Charter Shared
Assets.


Charter Retained Franchises. The Charter Systems Franchises granted to
Charter by the Retained Franchise Authorities.


Retained Franchise Areas. The following political subdivisions of the
State of Indiana: the City of Columbus, the County of Bartholomew, and
the City of Seymour.


Retained Franchise Authorities. The local Governmental Authorities in
each of the Retained Franchise Areas.


Retained System. The Charter System encompassing the headends and
communities described on SCHEDULE A-1.


2. MANAGEMENT OF INDIANA SYSTEMS.


(1) Following the Closing, Charter will continue from Closing through December 1, 1999, to manage each of the Charter Systems located in Indiana and transferred to IPSE


2 3 at the Closing, pursuant to the terms of the Management Agreement attached to this Amendment and deemed attached to the Original Agreement as EXHIBIT A-1. If the Second Closing occurs prior to December 1, 1999, Charter will manage the Charter Retained Systems pursuant to the terms of said Management Agreement from the date of the Second Closing through December 1, 1999.


(2) Section 7.3 of the Original Agreement is hereby amended and restated in its entirety to read as follows:


7.3 Employees.


7.3.1 Except as set forth in this Section 7.3.1, each Party
may, but shall have no obligation to employ or offer employment to, any
employee of the other Party's Cable Business. Within 30 days after the
date of execution of this Agreement, each Party shall provide to the
other a list of all employees of its Systems (collectively for each
Party, its "System Employees") as of a recent date, showing the
original hire date, the then-current positions and rates of
compensation and whether the employee is subject to an employment
agreement, a collective bargaining agreement or represented by a labor
organization. Within 60 days after the date of execution of this
Agreement (but in no event less than 30 days after receipt of such
list), or such other date as the Parties may agree, the Party receiving
such list will provide to the other in writing a list of the other's
System Employees such Party or its Affiliates will employ following the
Closing or, in the case of Charter's System Employees in Indiana,
following the termination of the Management Agreement (the Closing
Date, or in the context of Charter's System Employees in Indiana, the
date of termination of the Management Agreement is referred to herein
as the "Transfer Cutoff Date"), subject only to the evaluations
permitted by this Section. Each Party agrees, and shall cause its
appropriate Affiliates, to cooperate in all reasonable respects with
the other Party to allow the other Party or its Affiliates to evaluate
its System Employees to make hiring decisions. In this regard, each
Party shall have the opportunity to make such appropriate prehire
investigation of each of such other Party's System Employees, as it
deems necessary, including, subject to obtaining the consent of such
System Employee, the right to review personnel files and conduct
background checks and the right to interview such employees during
normal working hours so long as such interviews are conducted after
notice to the other Party and do not unreasonably interfere with the
other Party's operations. Each Party will use its good faith efforts to
obtain the consent of each of its System Employees to allow the other
Party to review personnel files and to conduct background checks in
connection with the foregoing. Each Party or its Affiliates may, if it
wishes, condition any offer of employment upon the employee's passing a
pre-placement physical examination


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(including drug screening test) and the completion of a satisfactory
background check. The Party requesting such examination shall bear the
expense of such examination but the other Party shall, upon reasonable
notice, cooperate in the scheduling of such examinations so long as the
examinations do not unreasonably interfere with the other Party's
operations. As of the Transfer Cutoff Date, each Party shall have no
obligation to the other Party, its Affiliates or to the other Party's
employees, with regard to any employee it has determined not to hire.
Notwithstanding any of the foregoing, each Party agrees not to solicit
for employment, without the written consent of the other, any employee
listed on SCHEDULE 7.3 or any other employee of the other Party whose
position is System manager or higher.


7.3.2 Each Party, or its appropriate Affiliate, will pay to
all of its System Employees all compensation, including salaries,
commissions, bonuses, deferred 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 Transfer Cutoff Date, 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.


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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 Transfer Cutoff Date or resulting from or
arising from events or occurrences occurring or commencing on or before
the Transfer Cutoff 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 Transfer Cutoff Date. 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 Transfer Cutoff Date, the termination of their employment on or
prior to the Transfer Cutoff Date, the consummation of the transactions
contemplated hereby or pursuant to any applicable Legal Requirement or
otherwise relating to their employment prior to the Transfer Cutoff
Date. Any liability under WARN with regard to any employee terminated
on or prior to the Transfer Cutoff Date, or not hired by the other
Party on or after the Transfer Cutoff Date, shall, as a matter of
contract between the Parties, be the responsibility of the Party or its
Affiliates by which the employee was employed prior to the Transfer
Cutoff Date. Each Party and its Affiliates shall cooperate with the
other Party and its Affiliates, if requested, in the giving of WARN
notices on behalf of the other.


7.3.6 Notwithstanding anything to the contrary herein, each
Party shall:


(a) credit each System Employee of the other Party
who is offered on or prior to the Transfer Cutoff Date employment by
such Party and becomes an employee of such Party after the Transfer
Cutoff Date (a "Hired Employee") the amount of vacation time (to a
maximum of four weeks) and sick time (to a maximum of 10 days) accrued
by him or her as a System Employee of the transferor Party through and
including the Transfer Cutoff Date to the extent the transferor Party's
System Value is decreased pursuant to Section 2.2(c)(ii) of the Common
Agreement in the case of IPSE System Employees who become employees of
any Charter Party


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or its Affiliates and Section 2.2(c)(ii) of the Common Agreement in the
case of Charter System Employees who become employees of IPSE or its
Affiliates, provided, however, that if any Hired Employee has accrued
vacation time and/or sick time in excess of four weeks or 10 days,
respectively, then the transferor Party shall, and shall cause its
appropriate Affiliate to, pay to such employee the amount of such
excess and the transferee Party shall not assume any liability or
obligation in respect of such excess;


(b) permit each Hired Employee to participate in
such Party's employee benefit plans to the same extent as similarly
situated employees of such Party and their dependents are permitted to
participate;


(c) given each Hired Employee credit for such
employee's past service with the other Party and its Affiliates as of
the Transfer Cutoff Date (including past service with any prior owner
or operator of the other Party's Systems or Cable Business) for
purposes of eligibility and vesting under such Party's employee benefit
and other plans to the same extent as other similarly situated
employees of such Party;


(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 Part ...