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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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    Commission policy or interpretations are changed such that the Exchange
    Notes received by holders, other than Restricted Holders, in the Exchange
    Offer in exchange for Registrable Securities are not or would not be, upon
    receipt, transferable by each such holder without restriction under the
    Securities Act, (ii) the Exchange Offer has not been completed within 210
    days following the Closing Date or (iii) the Exchange Offer is not available
    to any holder of the Notes, the Issuers shall, in lieu of (or, in the case
    of clause (iii), in addition to) conducting the Exchange Offer contemplated
    by Section 2(a), file under the Securities Act on or prior to 30 business
    days after the time such obligation to file arises, a "shelf" registration
    statement providing for the registration of, and the sale on a continuous or
    delayed basis by the holders of, all of the Registrable Securities, pursuant
    to Rule 415 or any similar rule that may be adopted by the Commission (such
    filing, the "Shelf Registration" and such registration statement, the "Shelf
    Registration Statement"). The Issuers agree to use their reasonable best
    efforts (x) to cause the Shelf Registration Statement to become or be
    declared effective by the Commission no later than 90 days after such
    obligation to file arises and to keep such Shelf Registration Statement
    continuously effective for a period ending on the earlier of (i) the second
    anniversary of the Effective Time or (ii) such time as there are no longer
    any Registrable Securities outstanding; provided, however, that no holder
    shall be entitled to be named as a selling securityholder in the Shelf
    Registration Statement or to use the prospectus forming a part thereof for
    resales of Registrable Securities unless such holder is an Electing Holder,
    and (y) after the Effective Time of the Shelf Registration Statement,
    promptly upon the request of any holder of Registrable Securities that is
    not then an Electing Holder, to take any action reasonably necessary to
    enable such holder to use the prospectus forming a part thereof for resales
    of Registrable Securities, including, without limitation, any action
    necessary to identify such holder as a selling securityholder in the Shelf
    Registration Statement, provided, however, that nothing in this clause (y)
    shall relieve any such holder of the obligation to return a completed and
    signed Notice and Questionnaire to the Issuers in accordance with Section
    3(d)(iii) hereof. The Issuers further agree to supplement or make amendments
    to the Shelf Registration Statement, as and when required by the rules,
    regulations or instructions applicable to the registration form used by the
    Issuers for such Shelf Registration Statement or by the Securities Act or
    rules and regulations thereunder for shelf registration, and the Issuers
    agree to furnish to each Electing Holder copies of any such supplement or
    amendment prior to its being used or promptly following its filing with the
    Commission.

        (c) In the event that (i) the Issuers have not filed the Exchange Offer
    Registration Statement or Shelf Registration Statement on or before the date
    on which such registration statement is required to be filed pursuant to
    Section 2(a) or 2(b), respectively, or (ii) such Exchange Offer Registration
    Statement or Shelf Registration Statement has not become effective or been
    declared effective by the Commission on or before the date on which such
    registration statement is required to become or be declared effective