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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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      may require, as a condition to including any Registrable Securities in any
      registration statement filed pursuant to Section 2(b) hereof and to
      entering into any underwriting agreement or similar agreement with respect
      thereto, that the Issuers shall have received an undertaking reasonably
      satisfactory to them from the Electing Holder of such Registrable
      Securities included in a Shelf Registration Statement and from each
      underwriter or agent named in any such underwriting agreement or similar
      agreement, severally and not jointly, to (i) indemnify and hold harmless
      the Issuers and all other holders of Registrable Securities, against any
      losses, claims, damages or liabilities to which the Issuers or such other
      holders of Registrable Securities may become subject, under the Securities
      Act or otherwise, insofar as such losses, claims, damages or liabilities
      (or actions in respect thereof) arise out of or are based upon an untrue
      statement or alleged untrue statement of a material fact contained in such
      registration statement, or any preliminary, final or summary prospectus
      contained therein or furnished by the Issuers to any such Electing Holder,
      agent or underwriter, or any amendment or supplement thereto, or arise out
      of or are based upon the omission or alleged omission to state therein a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading, in each case to the extent, but only to
      the extent, that such untrue statement or alleged untrue statement or
      omission or alleged omission was made in reliance upon and in conformity
      with written information furnished to the Issuers by such Electing Holder
      or underwriter expressly for use therein, and (ii) reimburse the Issuers
      for any legal or other expenses reasonably incurred by the Issuers in
      connection with investigating or defending any such action or claim as
      such expenses are incurred; provided, however, that no such Electing
      Holder shall be required to undertake liability to any person under this
      Section 6(b) for any amounts in excess of the dollar amount of the
      proceeds to be received by such Electing Holder from the sale of such
      Electing Holder's Registrable Securities pursuant to such registration.

            (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
      party under subsection (a) or (b) above of written notice of the
      commencement of any action, such indemnified party shall, if a claim in
      respect thereof is to be made against an indemnifying party pursuant to
      the indemnification provisions of or contemplated by this Section 6,
      notify such indemnifying party in writing of the commencement of such
      action; but the omission so to notify the indemnifying party shall not
      relieve it from any liability which it may have to any indemnified party
      otherwise than under the indemnification provisions of or contemplated by
      Section 6(a) or 6(b) hereof. In case any such action shall be brought
      against any indemnified party and it shall notify an indemnifying party of
      the commencement thereof, such indemnifying party shall be entitled to
      participate therein and, to the extent that it shall wish, jointly with
      any other indemnifying party similarly notified, to assume the defense
      thereof, with counsel reasonably satisfactory to such indemnified party
      (who shall not, except with the consent of the indemnified party, be
      counsel to the indemnifying party), and, after notice from the
      indemnifying party to such indemnified party of its election so to assume
      the defense