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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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question as a nonconforming use, (c) conforms in all material respects in its
current use to all restrictive covenants, if any, or other Liens affecting all
or part of such parcel (of record, with respect to Owned Property, or of record
or as set forth in an agreement listed on Schedule 1.33 or 1.40, with respect to
Leased Property or Other Real Property Interests), and (d) is available for
immediate use in the conduct of the business or operations of the Systems. There
are no pending condemnation, expropriation, eminent domain or similar
proceedings of which either IPWT, IPSE or RMG has received notice or IPWT has
Knowledge affecting, in any material respect, all or any portion of the Owned
Property, Leased Property, or Other Real Property Interests. IPWT, IPSE or RMG,
as the case may be, has good and marketable title to each such parcel of real
property included in the Owned Property and in all buildings, structures and
improvements thereon, in each case free and clear of all Liens except for
Permitted Liens.

      5.9. Environmental.

            5.9.1. Except as described on Schedule 5.9, IPWT, IPSE and RMG, as
the case may be, is in material compliance with (i) with respect to IPWT and
IPSE, all Environmental Laws insofar as they relate to Owned Property or Leased
Property and (ii) with respect to RMG, all Environmental Laws. Except as
described on Schedule 5.9, neither IPWT, IPSE nor RMG has received any notice
of, and IPWT has no Knowledge of, any alleged, actual, or potential
responsibility for, or any inquiry regarding, (i) any release or threatened
release of any Hazardous Substances from or on Owned Property or Leased Property
(and, with respect to RMG, any other property or assets of RMG), or (ii) any
material violation of any Environmental Laws associated with Owned Property or
Leased Property (and, with respect to RMG, any other property or assets of RMG).
Except as described on Schedule 5.9, to IPWT's Knowledge, IPSE's and IPWT's
operations on their Other Real Property Interests (and RMG's operations on its
Other Real Property Interests or otherwise) do not violate any Environmental
Laws in any material respect, and IPWT, IPSE or RMG, as the case may be, has
received no notice of any such violation. Except as described on Schedule 5.9,
neither IPWT, IPSE nor RMG has received any notice of, and IPWT has no Knowledge
of, circumstances relating to, any past, present or future events, conditions,
circumstances, activities, practices or incidents (including the presence, use,
generation, manufacture, disposal, release or threatened release of any
Hazardous Substances from or on Owned Property or Leased Property), which could
interfere with or prevent continued compliance, or which are reasonably likely
to give rise to any liability, based upon or related to the processing,
distribution, use, treatment, storage, disposal, transport or handling, or the
emission, discharge, release or threatened release into the environment, of any
Hazardous Substance from or attributable to Owned Property or Leased Property
(and, with respect to RMG, any other property or assets of RMG).

            5.9.2. Except as described on Schedule 5.9, to IPWT's Knowledge, (a)
no aboveground or underground storage tanks are currently or have been located
on any Owned Property or Leased Property (or, with respect to RMG, on any other
property or assets of RMG) and (b) no Owned Property or Leased Property (or,
with respect to RMG, any other property or assets of RMG) has been used at any
time as a gasoline service station or any other facility for storing, pumping,
dispensing or producing gasoline or any other petroleum products or wastes.

            5.9.3. Complete and correct copies of (a) all studies, reports,
surveys or other similar written materials in the possession of IPWT, IPSE or
RMG or to which any of them, to the Knowledge of IPWT, has access relating to
the presence or alleged presence of Hazardous Substances at, on, under or
affecting the Owned Property or Leased Property (or, with respect to RMG, any
other property or assets of RMG), (b) all notices (other than general notices
made by general publication) in the possession of either of IPWT, IPSE or RMG or
to which IPWT, to its Knowledge, has access that were