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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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Section 4.04. Compliance Certificate.

      (a) Each of the Company and the Guarantor shall deliver to the Trustee,
within 90 days after the end of each fiscal year, an Officers' Certificate
stating that a review of the activities of the Company and its Subsidiaries and
the Guarantor and its Subsidiaries, respectively, during the preceding fiscal
year have been made under the supervision of the signing Officers with a view to
determining whether the Company or the Guarantor, as the case may be, has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge the Company or the Guarantor, as the case may be,
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company or the
Guarantor, as the case may be, is taking or proposes to take with respect
thereto) and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company or the Guarantor, as the
case may be, is taking or proposes to take with respect thereto.

      (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03 above shall be accompanied by a
written statement of the Company's independent public accountants or the
Guarantor's independent public accountants, as the case may be, (each of whom
shall be a firm of established national reputation) that in making the
examination necessary for certification of such financial statements, nothing
has come to their attention that would lead them to believe that the Company or
the Guarantor, as the case may be, has violated any provisions of Article 4 or
Article 5 or, if any such violation has occurred, specifying the nature and
period of existence thereof, it being understood that such accountants shall not
be liable directly or indirectly to any Person for any failure to obtain
knowledge of any such violation. In the event that, after the Company or the
Guarantor, as the case may be, has used its reasonable best efforts to obtain
the written statement of the Company's independent public accountants or the
Guarantor's independent public accountants, as the case may be, required by the
provisions of this paragraph, such statement cannot be obtained, the Company or
the Guarantor, as the case may be, shall deliver, in satisfaction of its
obligations under this Section 4.04, an Officers' Certificate (A) certifying
that it has used its reasonable best efforts to obtain such required statement
but was unable to do so and (B) attaching the written statement of the Company's
accountants or the Guarantor's accountants, as the case may be, that the Company
or the Guarantor, as the case may be, received in lieu thereof.

      (c) Each of the Company and the Guarantor shall, so long as any of the
Notes are outstanding, deliver to the Trustee, forthwith upon any Officer
becoming aware of any Default or Event of Default, an Officers' Certificate
specifying such Default or Event of Default and what action the Company or the
Guarantor, as the case may be, is taking or proposes to take with respect
thereto.

Section 4.05. Taxes.

      Each of the Company and the Guarantor shall pay, and shall cause each of
their Subsidiaries to pay, prior to delinquency, all material taxes,
assessments, and governmental levies except such as are contested in good faith
and by appropriate proceedings or where the failure to effect such payment is
not adverse in any material respect to the Holders of the Notes.


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