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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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                                         One Chase Manhattan Plaza
                                         New York, New York 10081 
                                         Attention: Janet Belden  
                                         Telecopy: (212) 552-5658 
                                         Telephone: (212) 552-7277
                                         
        The Funding Agent:               NationsBank, N.A.
                                         901 Main Street
                                         Dallas, Texas  75202
                                         Attention: Ruth DelaGarza
                                         Telecopy:  (214) 508-2118
                                         Telephone:  (214) 508-0989

provided that any notice, request or demand to or upon the Funding Agent, the
Administrative Agents or the Lenders shall not be effective until received.

            10.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of any Agent or any Lender, any right, remedy,
power or privilege hereunder or under the other Loan Documents shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

            10.4 Survival of Representations and Warranties. All representations
and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans and other extensions of credit hereunder.

            10.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay
or reimburse each Administrative Agent for all its reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and the other Loan Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including the reasonable fees and
disbursements of one firm of counsel to the Administrative Agents and filing and
recording fees and expenses, with statements with respect to the foregoing to be
submitted to the Borrower prior to the Stage One Closing Date (in the case of
amounts to be paid on the Stage One Closing Date) and from time to time
thereafter on a quarterly basis or such other periodic basis as the
Administrative Agents shall deem appropriate, (b) to pay or reimburse each
Lender and each Agent for all its costs and expenses incurred in connection with
the enforcement or preservation of any rights under this Agreement, the other
Loan Documents and any such other documents, including the fees and
disbursements of one firm of counsel selected by the Funding Agent and
reasonably acceptable to the Administrative Agent that is not acting as Funding
Agent (or, in the event that such Administrative Agent determines in good faith
that issues apply to it that are not applicable to the Funding Agent or, with
respect to an issue as to which another counsel is proposed to be engaged, that
its interests are different from those of the Funding Agent, one additional firm
of counsel selected by such Administrative Agent), together with any special or
local counsel, to the Administrative Agents and not more than one other firm of
counsel to the Lenders, (c) to pay, indemnify, and hold each Lender and each
Agent harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other taxes, if any, that may be payable or determined to be payable
in connection with the execution and delivery of, or consummation or
administration of any of the