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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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            ganizational document) or any agreement between it and holders of
            its ownership interests;

                  (xiii) use their reasonable best efforts to obtain the consent
            or approval of each governmental agency or authority, whether
            federal, state or local, which may be required to effect the Shelf
            Registration or the offering or sale in connection therewith or to
            enable the selling holder or holders to offer, or to consummate the
            disposition of, their Registrable Securities;

                  (xiv) unless any Registrable Securities shall be in book-entry
            only form, cooperate with the Electing Holders and the managing
            underwriters, if any, to facilitate the timely preparation and
            delivery of certificates representing Registrable Securities to be
            sold, which certificates, if so required by any securities exchange
            upon which any Registrable Securities are listed, shall be penned,
            lithographed or engraved, or produced by any combination of such
            methods, on steel engraved borders, and which certificates shall not
            bear any restrictive legends; and, in the case of an underwritten
            offering, enable such Registrable Securities to be in such
            denominations and registered in such names as the managing
            underwriters may request at least two business days prior to any
            sale of the Registrable Securities;

                  (xv) provide a CUSIP number for all Registrable Securities,
            not later than the applicable Effective Time;

                  (xvi) enter into one or more underwriting agreements,
            engagement letters, agency agreements, "best efforts" underwriting
            agreements or similar agreements, as appropriate, including
            customary provisions relating to indemnification and contribution,
            and take such other actions in connection therewith as any Electing
            Holders of at least 20% in aggregate principal amount of the
            Registrable Securities at the time outstanding shall request in
            order to expedite or facilitate the disposition of such Registrable
            Securities;

                  (xvii) whether or not an agreement of the type referred to in
            Section 3(d)(xvi) hereof is entered into, and whether or not any
            portion of the offering contemplated by the Shelf Registration is an
            underwritten offering or is made through a placement or sales agent
            or any other entity, (A) make such representations and warranties to
            the Electing Holders and the placement or sales agent, if any,
            therefor and the underwriters, if any, thereof in form, substance
            and scope as are customarily made in connection with an offering of
            debt securities pursuant to any appropriate agreement or to a
            registration statement filed on the form applicable to the Shelf
            Registration; (B) obtain an opinion of counsel to the Issuers in
            customary form, subject to customary limitations, assumptions and
            exclusions, and covering such matters, of the type customarily
            cov-


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