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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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            (h) Except as set forth on Schedule 4.4(H), there are no tax sharing
      agreements or similar arrangements with respect to or involving any of
      ING, WS, or Nassau.

            (i) Except as set forth in Schedule 4.4(I), none of ING, WS, or
      Nassau was included or is includable in any consolidated or unitary Tax
      Return with any entity.

            (j) None of ING, WS, or Nassau has agreed to or is required to make
      any material adjustment under section 481(a) of the Code.

            (k) None of ING, WS, Nassau, or the Company has entered into any
      compensatory agreements with respect to the performance of services which
      payment thereunder would result in a non-deductible expense to ING, WS, or
      Nassau pursuant to Section 280G of the Code or an excise Tax to the
      recipient of such payment pursuant to Section 4999 of the Code.

      4.5 Brokers' Fees.

      Neither such Seller nor anyone authorized to act on his or its behalf has
retained any broker, finder or agent or agreed to pay any brokerage fee,
finder's fee or commission with respect to the transactions contemplated by this
Agreement.

      4.6 Organization and Qualification.

      Such Seller, if not a natural person, is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its formation and has
the requisite power and authority and all necessary governmental approvals to
own, lease and operate its properties and to carry on its business as it is now
being conducted, except where the failure to be so organized, existing or in
good standing or to have such power, authority and governmental approvals would
not materially interfere with such Seller's ability to enter into this Agreement
and perform its obligations hereunder.

      4.7 Authority Relative to this Agreement.

      Such Seller, if not a natural person, has all necessary power and
authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement by such Seller and the consummation by such
Seller of the transactions contemplated hereby have been duly and validly
authorized by all necessary individual or entity action and no other individual
or entity action on the part of such Seller is necessary to authorize this
Agreement or to consummate the transactions contemplated hereby.


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