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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 04/30/1999
Entire Document
 
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Original Notes in accordance with DTC's procedures for such transfer. Although
delivery of the Original Notes may be effected through book-entry transfer into
the Exchange Agent's account at DTC, an appropriate Letter of Transmittal
properly completed and duly executed with any required signature guarantee, or
an Agent's Message in lieu thereof, and all other required documents must in
each case be transmitted to and received or confirmed by the Exchange Agent at
its address set forth below on or prior to the Expiration Date, or, if the
guaranteed delivery procedures described below are complied with, within the
time period provided under such procedures. Delivery of documents to DTC does
not constitute delivery to the Exchange Agent.
 
     The Original Notes were issued on Mach 17, 1999, and there is no public
market for them at present. To the extent Original Notes are tendered and
accepted in the Exchange Offer, the principal amount of outstanding Original
Notes will decrease with a resulting decrease in the liquidity in the market
therefor. Following the consummation of the Exchange Offer, holders of Original
Notes will continue to be subject to certain restrictions on transfer.
Accordingly, the liquidity of the market for the Original Notes could be
adversely affected.
 
GUARANTEED DELIVERY PROCEDURES
 
     Holders who wish to tender their Original Notes and (a) whose Original
Notes are not immediately available or (b) who cannot deliver their Original
Notes, the Letter of Transmittal or any other required documents to the Exchange
Agent prior to the Expiration Date, may effect a tender if: (i) the tender is
made through an Eligible Institution; (ii) prior to the Expiration Date, the
Exchange Agent receives from such Eligible Institution a properly completed and
duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or
hand delivery) setting forth the name and address of the holder of the Original
Notes, the certificate number or numbers of such Original Notes and the
principal amount of Original Notes tendered, stating that the tender is being
made thereby, and guaranteeing that, within three business days after the
Expiration Date, the Letter of Transmittal (or facsimile thereof or Agent's
Message in lieu thereof) together with the certificate(s) representing the
Original Notes to be tendered in proper form for transfer and any other
documents required by the Letter of Transmittal will be deposited by the
Eligible Institution with the Exchange Agent; and (iii) such properly completed
and executed Letter of Transmittal (or facsimile thereof) together with the
certificate(s) representing all tendered Original Notes in proper form for
transfer and all other documents required by the Letter of Transmittal are
received by the Exchange Agent within three business days after the Expiration
Date.
 
WITHDRAWAL OF TENDERS
 
     Except as otherwise provided herein, tenders of Original Notes may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration
Date, unless previously accepted for exchange.
 
     To withdraw a tender of Original Notes in the Exchange Offer, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth herein prior to 5:00 p.m., New York City time, on
the Expiration Date. Any such notice of withdrawal must (a) specify the name of
the person having deposited the Original Notes to be withdrawn (the
"Depositor"), (b) identify the Original Notes to be withdrawn (including the
certificate number or numbers and principal amount of such Original Notes or, in
the case of Original Notes transferred by book-entry transfer, the name and
number of the account at DTC to be credited), (c) be signed by the Depositor in
the same manner as the original signature on the Letter of Transmittal by which
such
 
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