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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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                  (iii) Beneficial Interests in Unrestricted Global Notes to
            Unrestricted Definitive Notes. If any holder of a beneficial
            interest in an Unrestricted Global Note proposes to exchange such
            beneficial interest for a Definitive Note or to transfer such
            beneficial interest to a Person who takes delivery thereof in the
            form of a Definitive Note, then, upon satisfaction of the conditions
            set forth in Section 2.06(b)(ii), the Trustee shall cause the
            aggregate principal amount of the applicable Global Note to be
            reduced accordingly pursuant to Section 2.06(h), and the Issuers
            shall execute (and, in the case of the Guarantee, the Guarantor
            shall execute) and the Trustee shall authenticate and deliver to the
            Person designated in the instructions a Definitive Note (with its
            corresponding Guarantee) in the appropriate principal amount. Any
            Definitive Note issued in exchange for a beneficial interest
            pursuant to this Section 2.06(c)(iii) shall be registered in such
            name or names and in such authorized denomination or denominations
            as the holder of such beneficial interest shall instruct the
            Registrar through instructions from the Depositary and the
            Participant or Indirect Participant. The Trustee shall deliver such
            Definitive Notes to the Persons in whose names such Notes are so
            registered. Any Definitive Note issued in exchange for a beneficial
            interest pursuant to this Section 2.06(c)(iii) shall not bear the
            Private Placement Legend.

      (d) Transfer and Exchange of Definitive Notes for Beneficial Interests in
      Global Notes.

                  (i) Restricted Definitive Notes to Beneficial Interests in
            Restricted Global Notes. If any Holder of a Restricted Definitive
            Note proposes to exchange such Note for a beneficial interest in a
            Restricted Global Note or to transfer such Restricted Definitive
            Notes to a Person who takes delivery thereof in the form of a
            beneficial interest in a Restricted Global Note, then, upon receipt
            by the Registrar of the following documentation:

                  (A) if the Holder of such Restricted Definitive Note proposes
      to exchange such Note for a beneficial interest in a Restricted Global
      Note, a certificate from such Holder in the form of Exhibit C hereto,
      including the certifications in item (2)(b) thereof;

                  (B) if such Restricted Definitive Note is being transferred to
      a QIB in accordance with Rule 144A under the Securities Act, a certificate
      to the effect set forth in Exhibit B hereto, including the certifications
      in item (1) thereof;

                  (C) if such Restricted Definitive Note is being transferred to
      a Non-U.S. Person in an offshore transaction in accordance with Rule 903
      or Rule 904 under the Securities Act, a certificate to the effect set
      forth in Exhibit B hereto, including the certifications in item (2)
      thereof;

                  (D) if such Restricted Definitive Note is being transferred
      pursuant to an exemption from the registration requirements of the
      Securities Act in accordance with Rule 144 under the Securities Act, a
      certificate to the effect set forth in Exhibit B hereto, including the
      certifications in item (3)(a) thereof;

                  (E) if such Restricted Definitive Note is being transferred to
      an Institutional Accredited Investor in reliance on an exemption from the
      registration requirements of the Securities Act other than those listed in
      subparagraphs (B) through (D) above, a certificate to the effect set forth
      in Exhibit B hereto, including the certifications, certificates and
      Opinion of Counsel required by item (3) thereof, if applicable;


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