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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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            5.7.2. Complete and correct copies of the Systems Franchises and
Systems Licenses have been provided to Charter. Except as set forth on Schedule
5.7.2, (a) the Systems Franchises contain all of the commitments and obligations
of IPWT, IPSE or RMG, as the case may be, to the applicable Governmental
Authority granting such Franchises with respect to the construction, ownership
and operation of the Systems, and (b) other than as set forth in the Systems
Franchises, neither IPWT, IPSE nor RMG has made any commitment to any local
franchising authority to make any material expenditure or capital addition or
betterment to any System or the Assets that will not be fulfilled or satisfied
prior to the Closing Time. The Systems Franchises and Systems Licenses are
currently in full force and effect, are not in default and are valid under all
applicable Legal Requirements according to their terms. No event has occurred
that, with notice or lapse of time or both, would constitute a breach, violation
or default by IPWT, IPSE or RMG, as the case may be, and to IPWT's Knowledge, no
event has occurred that, with notice or lapse of time or both, would constitute
a breach, violation or default by any other Person, of any material obligations
under any such Systems Franchises or Systems Licenses. Except for routine
filings with Governmental Authorities and as described on Schedule 5.7.2, there
are no applications relating to any Systems Franchise or Systems License pending
before any Governmental Authority which are material to any System or the Cable
Business. Except where a request for renewal has been timely filed under Section
626(a) of the Cable Act, since December 31, 1998, no Systems Franchise or
Systems License has been surrendered by IPWT, IPSE or RMG or has expired or
otherwise terminated without the issuance of a replacement Systems Franchise or
Systems License. There is no legal action, governmental proceeding or
investigation pending or, to IPWT's Knowledge, threatened to terminate, suspend
or modify any Systems Franchise or Systems License. Except as set forth on
Schedule 5.7.2, IPWT, IPSE or RMG, as the case may be, is, or will be as of the
Closing Date, in material compliance with the terms and conditions of all the
Systems Franchises and Systems Licenses and other applicable requirements of all
Governmental Authorities (including the FCC and the U.S. Copyright Office)
relating to the Systems Franchises and Systems Licenses, including all
requirements for notification, filing, reporting, posting and maintenance of
logs and records.

            5.7.3. IPWT has delivered to Charter true and complete copies of all
Systems Contracts (including each Contract relating to Leased Property and Other
Real Property Interests), including any amendments thereto (or, in the case of
oral Contracts, true and complete written summaries thereof) and each document
evidencing the ownership of IPWT, IPSE or RMG, as the case may be, of the Owned
Property. Except as described in Schedule 5.7.3, IPWT, IPSE or RMG, as the case
may be, has fulfilled when due, or has taken all action necessary to enable it
to fulfill when due, all of its obligations under each of its Contracts and, to
the Knowledge of IPWT, there has not occurred any default (without regard to
requirements of notice, lapse of time, elections of other Persons, or any
combination thereof) by any other Person of any material obligations under any
of its or RMG's Contracts or Other Real Property Interests.

      5.8. Real Property. All the Assets consisting of Owned Property, Leased
Property and material Other Real Property Interests (and, with respect to RMG,
all other material real property interests of RMG) are described on Schedules
1.33, 1.40, and 1.41. Except for ordinary wear and tear and routine repairs and
as set forth on Schedule 5.8, all of the improvements, leasehold improvements
and the premises of the Owned Property and the premises demised under the leases
and other documents evidencing the Leased Property are in good condition and
repair and are suitable for the purposes used. Each parcel of Owned Property and
each parcel of Leased Property and any improvements thereon (a) has access to
and over public streets or private streets for which IPWT, IPSE or RMG, as the
case may be, has a valid right of ingress and egress, (b) except as set forth on
Schedule 1.33 or 1.40, conforms in its current use and occupancy to all material
zoning requirements without reliance upon a variance issued by a Governmental
Authority or a classification of the parcel in