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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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apply) or the grounding requirements of the National Electrical Safety Code.
Except as set forth on Schedule 5.8, such IP-I Party has not received any notice
and has no Knowledge of any material violation by such IP-I Party or any of its
Systems of any Legal Requirement applicable to the installation, ownership and
operation of its Systems as currently conducted, and knows of no basis for the
allegation of any such violation.

            5.8.2 Except as set forth on Schedule 5.8, without limiting the
generality of the foregoing, since such IP-I Party's acquisition of its Systems:
it has submitted to the FCC all filings, including cable television registration
statements, annual reports and aeronautical frequency usage notices and paid all
regulatory fees, that are required under the rules and regulations of the FCC;
the operation of its Systems has been and is in material compliance with the
rules and regulations of the FCC, and it has not received any notice from the
FCC of any violation of its rules and regulations; such IP-I Party is and since
1986 (or since its acquisition, if later) has been certified as in compliance
with the FCC's equal employment opportunity rules; its Systems are in material
compliance with all signal leakage criteria prescribed by the FCC; and for each
relevant semi-annual reporting period since its acquisition of a IP-I System,
such IP-I Party has timely filed with the United States Copyright Office all
required Statements of Account in true and correct form, has paid when due all
required copyright royalty fee payments in correct amount, relating to its
Systems' carriage of television broadcast signals and is otherwise in material
compliance with all applicable rules and regulations of the Copyright Office.
Except as set forth on Schedule 5.8, such IP-I Party has no Knowledge, with
respect to any IP-I System acquired by such IP-I Party since January 1, 1996, of
any previous owner's failure to comply with the copyright licensing requirements
with respect to such System or any written claim or inquiry from any Person
which questions such System's failure to comply. IP-I has delivered to the
Charter Parties copies of all reports, filings and correspondence made or filed
by such IP-I Party with the FCC or pursuant to the FCC rules and regulations for
the past year and all reports, filings and correspondence made or filed by such
IP-I Party with the Copyright Office or pursuant to Copyright Office rules and
regulations for the past three years. Except as set forth on Schedule 5.8, (i) a
request for renewal has been timely filed under Section 626(a) of the Cable Act
with the proper Governmental Authority with respect to each Systems Franchise of
such IP-I Party expiring within 36 months after the date of this Agreement; and
(ii) such IP-I Party has received no written notice from any Governmental
Authority that it has determined or intends to deny renewal of any IP-I Systems
Franchise to which it is a party.

            5.8.3 Except as set forth on Schedule 5.8 and as otherwise provided
in this Section, such IP-I Party has used commercially reasonable efforts to
comply in all material respects with the provisions of the Cable Act and the
1992 Cable Act pertaining to the carriage of television broadcast signals, as
such Legal Requirements relate to the operation of its Systems. Such IP-I Party
has complied in all material respects with the must carry and retransmission
consent provisions of the 1992 Cable Act, including (i) duly and timely
notifying "local commercial television stations" of inadequate signal strength
or increased copyright liability, if applicable, (ii) duly and timely notifying
non-commercial educational stations of the location of its System's principal
headend, (iii) duly and timely notifying subscribers of changes in the 


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