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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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        (a) At or before the Effective Time of the Exchange Offer or the Shelf
    Registration, as the case may be, the Issuers shall cause the Indenture to
    be qualified under the Trust Indenture Act of 1939.

        (b) In the event that such qualification would require the appointment
    of a new trustee under the Indenture, the Issuers shall appoint a new
    trustee thereunder pursuant to the applicable provisions of the Indenture.

        (c) In connection with the Issuers' obligations with respect to the
    registration of Exchange Notes as contemplated by Section 2(a) (the
    "Exchange Offer Registration"), if applicable, the Issuers shall, as soon 
    as practicable (or as otherwise specified):

             (i) prepare and file with the Commission, as soon as practicable
        but no later than 120 days after the Closing Date, an Exchange Offer
        Registration Statement on any form which may be utilized by the Issuers
        and which shall permit the Exchange Offer and resales of Exchange Notes
        by broker-dealers during the Resale Period to be effected as
        contemplated by Section 2(a), and use their reasonable best efforts to
        cause such Exchange Offer Registration Statement to become or be
        declared effective as soon as practicable thereafter, but no later than
        180 days after the Closing Date;

             (ii) as soon as practicable prepare and file with the Commission
        such amendments and supplements to such Exchange Offer Registration
        Statement and the prospectus included therein as may be necessary to
        effect and maintain the effectiveness of such Exchange Offer
        Registration Statement for the periods and purposes contemplated in
        Section 2(a) hereof and as may be required by the applicable rules and
        regulations of the Commission and the instructions applicable to the
        form of such Exchange Offer Registration Statement, and promptly provide
        each broker-dealer holding Exchange Notes with such number of copies of
        the prospectus included therein (as then amended or supplemented), in
        conformity in all material respects with the requirements of the
        Securities Act and the Trust Indenture Act and the rules and regulations
        of the Commission thereunder, as such broker-dealer reasonably may
        request prior to the expiration of the Resale Period, for use in
        connection with resales of Exchange Notes;

             (iii)promptly notify each broker-dealer that has requested or
        received copies of the prospectus included in such registration
        statement, and confirm such advice in writing, (A) when such Exchange
        Offer Registration Statement or the prospectus included therein or any
        prospectus amendment or supplement or post-effective amendment has been
        filed, and, with respect to such Exchange Offer Registration Statement
        or any post-effective amendment, when the same has become effective, (B)
        of any comments by the Commission and by the blue sky or securities
        commissioner