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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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            (k) The exchange and registration rights agreements to be entered
      into between the Issuers, the Guarantor and the Purchasers relating to the
      Securities, substantially in the form of Exhibits A, B and C hereto (the
      "Registration Rights Agreements"), have been duly authorized by the
      Issuers and the Guarantor, and when executed and delivered by the Issuers
      and the Guarantor (assuming the due execution and delivery thereof by the
      Purchasers), will constitute valid and legally binding instruments,
      enforceable against the Issuers and the Guarantor in accordance with their
      terms, except that (A) the enforcement thereof may be subject to (i)
      bankruptcy, insolvency, reorganization and other laws of general
      applicability relating to creditors' rights and (ii) general principles of
      equity, and (B) any rights to indemnity or contribution thereunder may be
      limited by federal and state securities laws and public policy
      considerations; and the Registration Rights Agreements will conform in all
      material respects to the descriptions thereof in the Offering Circular;

            (l) The Exchange Notes (as defined in each of the Registration
      Rights Agreements) have been duly authorized by the Issuers and the
      Guarantor and, when executed, authenticated, issued and delivered in
      accordance with the Indentures and the Registration Rights Agreements
      (assuming the due authorization, execution and delivery of the Indentures
      by the Trustee), will constitute valid and legally binding instruments,
      entitled to the benefits provided by the Indentures under which they are
      to be issued, and enforceable against the Issuers and the Guarantor in
      accordance with their terms, subject, as to enforcement, to bankruptcy,
      insolvency, reorganization and other laws of general applicability
      relating to or affecting creditors' rights and to general equity
      principles; and the Exchange Notes will conform in all material respects
      to the descriptions thereof in the Offering Circular;

            (m) The Mirror Note has been duly authorized by the Guarantor and,
      when executed by the Guarantor, will constitute the legal, valid and
      binding obligation of the Guarantor enforceable against the Guarantor in
      accordance with its terms, subject, as to enforcement, to bankruptcy,
      insolvency, reorganization and other laws of general applicability
      relating to or affecting creditors' rights and to general equity
      principles;

            (n) The Company Pledge Agreement, when duly executed and delivered
      by the parties thereto, will create and constitute a valid and enforceable
      security interest in, lien upon or pledge of the Mirror Note, subject to
      no other security interest, claim, lien, encumbrance or adverse interest
      of any nature and no right or option to acquire the same in favor of any
      other person or entity, except as permitted by the Company Pledge
      Agreement. Upon the filing of UCC-1 financing statements in appropriate
      form in the requisite filing offices, the security interest, lien or
      pledge created by the Company Pledge Agreement will be a perfected
      security interest with respect to that portion of such pledged collateral
      in which a security interest can be perfected by the filing of a financing
      statement, prior to all other claims or security interests therein except
      as permitted by the Company Pledge Agreement. The Company Pledge Agreement
      has been duly and validly authorized by the Company and, when executed and
      delivered by the Company, will constitute a valid and legally binding
      agreement of the Company enforceable against the Company in accordance
      with its terms, subject, as to enforcement, to bankruptcy, insolvency,
      reorganization or other laws of general applicability affecting creditors'
      rights and to general equity principles;


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