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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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            5.16.4. With respect to RMG and RMG Plans (as defined below):

                  (a) Except as is disclosed on Schedule 5.16, (i) neither RMG
nor any of its ERISA Affiliates maintains or sponsors (or ever maintained or
sponsored), or makes or is required to make contributions to, any RMG Plans,
(ii) none of the RMG Plans is or was a "multi-employer plan," as defined in
Section 3(37) of ERISA, (iii) none of the RMG Plans is or was a "defined benefit
pension plan" within the meaning of Section 3(35) of ERISA, (iv) none of the RMG
Plans provides or provided post-retirement medical or health benefits (except as
required by Section 4980B of the Code or similar Laws), (v) none of the RMG
Plans is or was a "welfare benefit fund," as defined in Section 419(e) of the
Code, or an organization described in Sections 501(c)(9) or 501(c)(20) of the
Code, and (vi) neither RMG nor any RMG ERISA Affiliate has announced or
otherwise made any commitment to create or amend any RMG Plan. There is no RMG
Plan which RMG will not be able to terminate immediately after the Closing in
accordance with its terms and ERISA. RMG has delivered to Charter true and
complete copies of: (i) each of the RMG Plans and any related funding agreements
thereto (including insurance contracts) including all amendments, (ii) the
currently effective Summary Plan Description pertaining to each of the RMG
Plans, (iii) the most recent annual report for each of the RMG Plans (including
all relevant schedules), and (iv) the most recent Internal Revenue Service
determination letter for each RMG Plan which is intended to constitute a
qualified RMG Plan under Section 401 of the Code, (v) the most recently filed
PBGC Form 1, if applicable, (vi) for each funded RMG Plan, financial statements
consisting of (A) the consolidated statement of assets and liabilities of such
RMG Plan as of its most recent valuation date, and (B) the statement of changes
in fund balance and in financial position or the statement of changes in net
assets available for benefits under such RMG Plan for the most recently-ended
plan year, which such financial statements shall fairly present the financial
condition and the results of operations of such RMG Plan in accordance with GAAP
as of such dates, and (vii) each amendment to each of the foregoing documents.

                  (b) Neither RMG nor any RMG ERISA Affiliate is subject to any
liability, tax or penalty whatsoever to any person or agency whomsoever as a
result of engaging in a prohibited transaction under ERISA or the Code, and
neither RMG nor any RMG ERISA Affiliate has any knowledge of any circumstances
which reasonably might result in any liability, tax or penalty, including, but
not limited to, a penalty under Section 502 of ERISA, as a result of a breach of
any duty under ERISA or under other laws. There has been no failure of any RMG
Plan which is required to comply with the provisions of Sections 4980B and 4980C
of the Code, or with the requirements referred to in Section 4980D(a) of the
Code, to comply. No event has occurred which could subject any RMG Plan to tax
under Section 511 of the Code.

                  (c) Each of the RMG Plans which is intended to be a qualified
plan under Section 401(a) of the Code has received a favorable determination
letter from the Internal Revenue Service. There has been no failure to
administer any of the RMG Plans in material compliance with the terms of such
RMG Plan, ERISA, the Code and all other applicable laws. All contributions
required to be made to each of the RMG Plans under the terms of that RMG Plan,
ERISA, the Code or any other applicable laws have been timely made. The
financial statements of RMG attached hereto as Schedule 5.12 properly reflect
all amounts required to be accrued as liabilities to date under each of the RMG
Plans. Each RMG Plan intended to meet the requirements for tax-favored treatment
under Subchapter B of Chapter 1 of the Code meets such requirements. Except as
set forth on Schedule 5.16, there is no contract, agreement or benefit
arrangement covering any employee of RMG which, individually or collectively,
could give rise to the payment of any amount which would constitute an "excess
parachute payment" (as defined in Section 280G of the Code). Except as set forth
on Schedule 5.16, the execution and performance of this Agreement will not (i)
result in any obligation or liability (with respect to accrued benefits or
otherwise) of RMG to any RMG Plan, or any present or former