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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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                  (a) the approximate number of aerial and underground miles of
plant included in the Assets and served by each headend;

                  (b) the approximate number of single family homes and
residential multiple dwelling units passed by the Systems;

                  (c) the MHZ capacity and channel capacity of each headend; and

                  (d) the number of subscribers served by the Systems and a
description of the calculation methodology used by RMG to calculate such
subscribers.

            5.15.2 Schedule 5.15.2 sets forth a materially true and accurate
description of the following information relating to the Systems as of the date
of this Agreement:

                  (a) a description of the Basic Services, the Expanded Basic
Services, Pay TV and a la carte services available from the Systems, and the
rates charged by RMG therefor, including all rates, tariffs and other charges
for cable television or other services provided by each System;

                  (b) the stations and signals carried by the Systems and the
channel position of each such signal and station; and

                  (c) the cities, towns, villages, boroughs and counties served
by the Systems.

            5.15.3 Each System is capable of providing all channels, stations
and signals reflected as being carried on such System on Schedule 5.15.2.

      5.16 Taxpayer Identification Number. The U.S. Taxpayer Identification
Number for RMG is 94-3143720.

      5.17 Finder and Brokers. RMG has not entered into any Contract with any
person which will result in the obligation of Charter to pay any finder's fees,
brokerage or agent's commissions or other like payments (collectively, "Agent's
Fees") in connection with the negotiations leading to this Agreement or the
consummation of the transactions contemplated hereby.

      5.18 Related Party Transactions. Set forth on Schedule 5.18 hereto, are
the Contracts, agreements, arrangements or understandings between RMG and any of
its Affiliates and between RMG and any AT&T Affiliates included in or related to
the Assets.

      6. CHARTER'S REPRESENTATIONS AND WARRANTIES. Charter represents


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