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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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      the pledgor thereof, and (ii) each promissory note (if any) pledged to the
      Funding Agent pursuant to the Guarantee and Collateral Agreement endorsed
      in blank by the pledgor thereof.

            5.2 Conditions to Each Extension of Credit. The agreement of each
Lender to make any extension of credit requested to be made by it on any date
(including its initial extension of credit) is subject to the satisfaction of
the following conditions precedent:

            (a) Representations and Warranties. Each of the representations and
      warranties made by any Loan Party in or pursuant to the Loan Documents
      shall be true and correct in all material respects on and as of such date
      as if made on and as of such date.

            (b) No Default. No Default or Event of Default shall have occurred
      and be continuing on such date or after giving effect to the extensions of
      credit requested to be made on such date.

            (c) Other Documents. In the case of any extension of credit made on
      an Increased Facility Closing Date, the Administrative Agents shall have
      received such documents and information as they may reasonably request.

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such extension of credit that the conditions contained in Sections
5.2(a) and (b) have been satisfied.

                        SECTION 6. AFFIRMATIVE COVENANTS

            Holdings and the Borrower hereby agree that, so long as the
Commitments remain in effect, any Letter of Credit remains outstanding or any
Loan or other amount is owing to any Lender or any Agent hereunder, each of
Holdings and the Borrower shall, and shall cause each Subsidiary of the Borrower
to:

            6.1 Financial Statements. Furnish to the Funding Agent (with
sufficient copies for each Lender):

            (a) as soon as available, but in any event within 90 days after the
      end of each fiscal year of the Borrower, a copy of the audited
      consolidated balance sheet of the Borrower and its consolidated
      Subsidiaries as at the end of such year and the related audited
      consolidated statements of income and of cash flows for such year, setting
      forth in each case in comparative form the figures for the previous year,
      reported on without a "going concern" or like qualification or exception,
      or qualification arising out of the scope of the audit, by Arthur Andersen
      LLP or other independent certified public accountants of nationally
      recognized standing; and

            (b) as soon as available, but in any event not later than 45 days
      after the end of each of the first three quarterly periods of each fiscal
      year of the Borrower, the unaudited consolidated balance sheet of the
      Borrower and its consolidated Subsidiaries as at the end of such quarter
      and the related unaudited consolidated statements of income and of cash
      flows for such quarter and the portion of the fiscal year through the end
      of such quarter, setting forth in each case in comparative form the
      figures for the previous year, certified by a Responsible Officer as being
      fairly stated in all material respects (subject to normal year-end audit
      adjustments).

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected