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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                 (f) that Holders whose Notes are being purchased only in part
shall be issued new Notes equal in principal amount at maturity to the
unpurchased portion of the Notes surrendered, which unpurchased portion must be
equal to $1,000 in principal amount at maturity or an integral multiple
thereof.

                 The Issuers shall comply with the requirements of Rule 14e-1
under the Exchange Act (or any successor rules) and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a
Change of Control.

                 On the Change of Control Payment Date, the Issuers shall, to
the extent lawful:

                 (a) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer;

                 (b) deposit with the Paying Agent an amount equal to the
Change of Control Payment in respect of all Notes or portions thereof so
tendered; and

                 (c) deliver or cause to be delivered to the Trustee the Notes
so accepted together with an Officers' Certificate stating the aggregate
principal amount at maturity of Notes or portions thereof being purchased by
the Issuers.

                 The Paying Agent shall promptly pay to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount or principal amount at
maturity, as applicable, to any unpurchased portion of the Notes surrendered,
if any; provided that each such new Note shall be in a principal amount or
principal amount at maturity, as applicable, of $1,000 or an integral multiple
thereof. The Company shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date.

                 The provisions described above that require the Issuers to
make a Change of Control Offer following a Change of Control shall be
applicable regardless of whether or not any other provisions in this Indenture
are applicable. Except as described above with respect to a Change of Control,
this Indenture does not contain provisions that permit the Holders of the Notes
to require that the Issuers repurchase or redeem the Notes in the event of a
takeover, recapitalization or similar transaction.

                 Notwithstanding any other provision of this Section 4.16, the
Issuers shall not be required to make a Change of Control Offer upon a Change
of Control if a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Indenture applicable to a Change of