ASSET EXCHANGE AGREEMENT







                           DATED AS OF JANUARY 2, 2001







                                      AMONG







                               HOMETOWN TV, INC.,

                                ON THE ONE HAND







                                       AND







                  CHARTER COMMUNICATIONS ENTERTAINMENT I, LLC,

                          CHARTER CABLE PARTNERS, LLC,

                                ON THE OTHER HAND











{PAGE}   2





                            ASSET EXCHANGE AGREEMENT



     THIS ASSET EXCHANGE AGREEMENT (the "Agreement") is made as of January 2,

2001, by and between Hometown TV, Inc. ("PARTY A") and each of Charter

Communications Entertainment I, LLC and Charter Cable Partners, LLC

(collectively, "PARTY B"), with reference to the following facts and

circumstances:



                                    RECITALS



     A.   PARTY A owns and operates all or part of cable television systems that

are franchised and/or hold other authority to operate in and around the

municipalities listed on SCHEDULE 4.8-A.



     B.   PARTY B owns and operates all or part of cable television systems that

are franchised and/or hold other authority to operate in and around the

municipalities listed on SCHEDULE 4.8-B. PARTY B is comprised of two entities

both of which are single-member limited liability companies, and such entities

will be treated for federal income tax purposes as disregarded entities with

respect to Charter Communications Holding Company, LLC under Treasury Regulation

ss. 301.7701-3(b)(1)(ii).



     C.   The parties desire to exchange the aforesaid systems in such a manner

as to effect, to the extent reasonably possible, a like-kind exchange of such

assets under Section 1031 of the United States Internal Revenue Code, as amended

(the "Code").



                                   AGREEMENTS



     Accordingly, the parties hereby agree as follows:



1.   DEFINITIONS. In addition to the terms defined elsewhere in this Agreement,

the following capitalized terms or terms otherwise defined in this Article 1

shall have the meanings set forth below:



     1.1  Agreement. The term "Agreement" shall mean and refer to this Asset

Exchange Agreement.



     1.2  Assets. The term "Assets" shall mean and refer to all of the assets,

privileges, contracts, licenses, permits, franchises, authorizations, rights,

interests, claims and other properties, real and personal, tangible and

intangible, of every type and description which are owned, leased, held for use

or used in such Party's Cable Business. Assets shall include Tangible Personal

Property, Owned Property, Leased Property, Other Real Property Interests,

Systems Franchises, Systems Licenses, Systems Contracts, Books and Records and

Other Intangibles. Reference to PARTY A Assets shall be deemed to refer to the

Assets of PARTY A, and reference to PARTY B Assets shall be deemed to refer to

the Assets of PARTY B.



     1.3  Books and Records. The term "Books and Records" shall mean and refer

to all engineering records, files, data, drawings, blueprints, schematics,

reports, lists, plans and procedures and all other files of correspondence,

lists, records and reports concerning such Party's Cable Business, including

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC