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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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            preparation of the Shelf Registration Statement relating to such
            Registrable Securities, to exercise usual standards of due diligence
            in respect thereto and, if any portion of the offering contemplated
            by such Shelf Registration Statement is an underwritten offering or
            is made through a placement or sales agent, to recommend the yield
            of such Registrable Securities, (B) indemnifying any such qualified
            independent underwriter to the extent of the indemnification of
            underwriters provided in Section 6 hereof (or to such other
            customary extent as may be requested by such underwriter), and (C)
            providing such information to such broker-dealer as may be required
            in order for such broker-dealer to comply with the requirements of
            the Conduct Rules; and

                     (xx) comply with all applicable rules and regulations of
            the Commission, and make generally available to its securityholders
            as soon as practicable but in any event not later than eighteen
            months after the effective date of such Shelf Registration
            Statement, an earning statement of the Company and its subsidiaries
            complying with Section 11(a) of the Securities Act (including, at
            the option of the Company, Rule 158 thereunder).

            (e) In the event that the Issuers would be required, pursuant to
      Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement
      or sales agent, if any, therefor and the managing underwriters, if any,
      thereof, the Issuers shall prepare and furnish to each of the Electing
      Holders, to each placement or sales agent, if any, and to each such
      underwriter, if any, a reasonable number of copies of a prospectus
      supplemented or amended so that, as thereafter delivered to purchasers of
      Registrable Securities, such prospectus conforms in all material respects
      to the applicable requirements of the Securities Act and the Trust
      Indenture Act, and the rules and regulations of the Commission thereunder,
      and shall not contain an untrue statement of a material fact or omit to
      state a material fact required to be stated therein or necessary to make
      the statements therein not misleading in light of the circumstances then
      existing. Each Electing Holder agrees that upon receipt of any notice from
      the Issuers pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder
      shall forthwith discontinue the disposition of Registrable Securities
      pursuant to the Shelf Registration Statement applicable to such
      Registrable Securities until such Electing Holder shall have received
      copies of such amended or supplemented prospectus, and if so directed by
      the Issuers, such Electing Holder shall deliver to the Issuers (at the
      Issuers' expense) all copies, other than permanent file copies, then in
      such Electing Holder's possession of the prospectus covering such
      Registrable Securities at the time of receipt of such notice.

            (f) In the event of a Shelf Registration, in addition to the
      information required to be provided by each Electing Holder in its Notice
      and Questionnaire, the Issuers may require such Electing Holder to furnish
      to the Issuers such additional information regarding such Electing Holder
      and such Electing Holder's intended method of distribution of Registrable
      Securities as may be required in order to comply with the Securities Act.