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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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    Each such Electing Holder agrees to notify the Issuers as promptly as
    practicable of any inaccuracy or change in information previously furnished
    by such Electing Holder to the Issuers or of the occurrence of any event in
    either case as a result of which any prospectus relating to such Shelf
    Registration contains or would contain an untrue statement of a material
    fact regarding such Electing Holder or such Electing Holder's intended
    method of disposition of such Registrable Securities or omits to state any
    material fact regarding such Electing Holder or such Electing Holder's
    intended method of disposition of such Registrable Securities required to
    be stated therein or necessary to make the statements therein not
    misleading in light of the circumstances then existing, and promptly to
    furnish to the Issuers any additional information required to correct and
    update any previously furnished information or required so that such
    prospectus shall not contain, with respect to such Electing Holder or the
    disposition of such Registrable Securities, 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.

        4.   Registration Expenses.

        The Issuers agree, subject to the last sentence of this Section, to bear
    and to pay or cause to be paid promptly all expenses incident to the
    Issuers' performance of or compliance with this Exchange and Registration
    Rights Agreement, including (a) all Commission and any NASD registration,
    filing and review fees and expenses including fees and disbursements of
    counsel for the placement or sales agent or underwriters in connection with
    such registration, filing and review, (b) all fees and expenses in
    connection with the qualification of the Notes for offering and sale under
    the securities laws and blue sky laws referred to in Section 3(d)(xii)
    hereof and determination of their eligibility for investment under the laws
    of such jurisdictions as any managing underwriters or the Electing Holders
    may designate, including any fees and disbursements of counsel for the
    Electing Holders or underwriters in connection with such qualification and
    determination, (c) all expenses relating to the preparation, printing,
    production, distribution and reproduction of each registration statement
    required to be filed hereunder, each prospectus included therein or
    prepared for distribution pursuant hereto, each amendment or supplement to
    the foregoing, the expenses of preparing the Notes for delivery
    and the expenses of printing or producing any underwriting agreements,
    agreements among underwriters, selling agreements and blue sky or legal
    investment memoranda and all other documents in connection with the
    offering, sale or delivery of Notes to be disposed of (including
    certificates representing the Notes), (d) messenger, telephone and delivery
    expenses relating to the offering, sale or delivery of Notes and the
    preparation of documents referred in clause (c) above, (e) fees and
    expenses of the Trustee under the Indenture, any agent of the Trustee and
    any reasonable fees and expenses for counsel for the Trustee and of any
    collateral agent or custodian, (f) internal expenses (including all
    salaries and expenses of the Issuers' officers and employees performing
    legal or