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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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Systems or revaluation by IPWT, IPSE or RMG, as the case may be, of the Assets
for financial reporting, property tax or other purposes. From December 31, 1998
to the date of this Agreement, the Cable Business has been conducted only in the
usual, regular and ordinary course, except as disclosed on Schedule 5.13 and
except where the failure to conduct business in such manner would not have a
material adverse effect on the Assets, the Cable Business, the operations,
condition (financial or otherwise) or results of operations of the Systems taken
as a whole or on the ability of IPWT to perform its obligations under this
Agreement.

      5.14. Litigation. Except as set forth on Schedule 5.14: (a) there is no
Litigation pending or, to IPWT's Knowledge, threatened against IPWT, IPSE, RMG
or any of their Affiliates which, if adversely determined, would (i) materially
and adversely affect the financial condition or operations of the Cable
Business, any of the Systems, the Assets, RMG or the ability of IPWT to perform
its obligations under this Agreement or (ii) result in the modification,
revocation, termination, suspension or other limitation of any of the Systems
Franchises, Systems Licenses, or Systems Contracts; and (b) there is not in
existence any Judgment requiring IPWT, IPSE, RMG or any of their Affiliates to
take any action of any kind with respect to the Assets, the operation of any of
the Systems or, with respect to RMG, the operation of RMG's business, or to
which IPWT or IPSE (with respect to the Systems) or RMG (with respect to its
property and assets), any of the Systems or the Assets are subject or by which
they are bound or affected, that has not been fully complied with by IPWT, IPSE
or RMG, as the case may be.

      5.15. Taxes.

            5.15.1. Each of IPWT and IPSE has duly and timely filed in correct
form all federal, state, local and foreign Tax returns and other Tax reports
required to be filed by it, and has timely paid all Taxes which have become due
and payable, whether or not so shown on any such return or report, the failure
of which to be filed or paid could affect or result in the imposition of a Lien
upon the Assets or create any transferee or other liability upon Charter, except
such amounts as are being contested diligently and in good faith and are not in
the aggregate material. Except as set forth on Schedule 5.15.1, neither IPWT nor
IPSE has received any notice of, nor does IPWT have any Knowledge of, any
deficiency, assessment or audit, or proposed deficiency, assessment or audit
from any taxing Governmental Authority which could affect, or result in the
imposition of a Lien upon, any of the Assets or transferee or other liability
upon Charter.

            5.15.2. RMG has timely filed all federal, state, local and foreign
Tax returns and other Tax reports required to be filed by it through the date
hereof and shall timely file all Tax returns and Tax reports required to be
filed at or before the Closing. Except as set forth on Schedule 5.15.2, such
reports and returns are and will be true, correct and complete in all material
respects and RMG has paid and discharged all Taxes due from it, other than such
taxes that are being contested in good faith by appropriate proceedings and are
adequately reserved as shown on its unaudited balance sheet dated December 31,
1998. Neither the Internal Revenue Service (the "IRS") nor any other taxing
authority or agency, domestic or foreign, is now asserting by notice to IPWT or
RMG or, to the knowledge of IPWT, threatening to assert against RMG, any
deficiency or material claim for additional Taxes. Moreover, neither IPWT nor
RMG has knowledge of any facts on the basis of which taxing authorities could
assert deficiencies or claims described in the preceding sentence. RMG has
withheld or collected and paid over to the appropriate taxing authorities or is
properly holding for such payment all Taxes required by law to be withheld or
collected. RMG does not have any liability for the Taxes of any person pursuant
to Section 1.1502-6 of the Treasury Regulations promulgated under the Code or
comparable provisions of any taxing authority in respect of a consolidated or
combined Tax Return, except with respect to an entity which has merged or
dissolved into RMG. There are no material Liens for Taxes upon the assets of RMG
other than Liens for current Taxes not yet due and payable and