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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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ownership or earnings of any member of the Company Group or other similar rights
issued by a Company Group member or (iii) outstanding obligations of any member
of the Company Group to purchase, redeem or otherwise acquire any equity
interest therein. Greenwich Street owns, beneficially and of record, its
interest in RAP as set forth on Schedule 2.1 of the RAP Agreement, free and
clear of all liens and encumbrances (other than liens securing obligations under
the Credit Facility).

      5.5 Authority Relative to this Agreement.

      The Company 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 the Company and the consummation by the Company of the transactions
contemplated hereby have been duly and validly authorized by all necessary
partnership action and no other partnership proceedings on the part of the
Company are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by the Company and, assuming the due authorization,
execution and delivery by the other parties hereto, constitutes a legal, valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, moratorium and similar laws or principles affecting the rights of
creditors generally and except for limitations imposed by general principles of
equity.

      5.6 Financial Statements.

      Attached hereto as Schedule 5.6 are copies of (i) the Company's Balance
Sheet at December 31, 1998 and related Statement of Operations and Statement of
Changes in Financial Position of the Company for its fiscal year then ended,
which have been audited by the Company's independent certified public accountant
(the "Audited Financial Statements") and (ii) all completed monthly unaudited
statements of operations, together with month-end balance sheets, for the months
of January, and February, 1999 (the "Unaudited Financial Statements"). The
Audited Financial Statements and Unaudited Financial Statements (i) were
prepared in conformity with GAAP consistently applied, and (ii) present fairly
the financial position of the Company at the dates indicated and the results of
operations of the Company and changes in financial position for the periods
indicated, subject to normal quarterly and year-end audit adjustments (none of
which are expected to be material in amount) and footnotes. The Additional
Financial Statements to be delivered pursuant to Section 7.4(ii) that are for
quarterly periods will (i) be prepared in conformity with GAAP applied
consistently with the Audited Financial Statements, and (ii) present fairly the
financial position of the Company at the dates indicated and the results of
operations of the Company and changes in financial position for the periods
indicated, subject to normal year-end and quarter-end audit adjustments (none of
which are expected to be material in amount), and footnotes. The Additional
Financial Statements to be delivered pursuant to Section 7.4(ii) that are for
monthly periods will (i) be prepared in conformity with generally accepted
accounting principles applied consistently with the Audited Financial
Statements, and (ii) present fairly the results of operations of the Company for
the periods indicated, subject to normal year-end and quarter-end audit
adjustments (none of which


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