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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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            thereto (in the case of an Electing Holder of Registrable
            Securities, upon request) and documents incorporated by reference
            therein) and such number of copies of such Shelf Registration
            Statement (excluding exhibits thereto and documents incorporated by
            reference therein unless specifically so requested by such Electing
            Holder, agent or underwriter, as the case may be) and of the
            prospectus included in such Shelf Registration Statement (including
            each preliminary prospectus and any summary prospectus), in
            conformity in all material respects with the applicable requirements
            of the Securities Act and the Trust Indenture Act, and the rules and
            regulations of the Commission thereunder, and such other documents,
            as such Electing Holder, agent, if any, and underwriter, if any, may
            reasonably request in order to facilitate the offering and
            disposition of the Registrable Securities owned by such Electing
            Holder, offered or sold by such agent or underwritten by such
            underwriter and to permit such Electing Holder, agent and
            underwriter to satisfy the prospectus delivery requirements of the
            Securities Act; and the Issuers hereby consent to the use of such
            prospectus (including such preliminary and summary prospectus) and
            any amendment or supplement thereto by each such Electing Holder and
            by any such agent and underwriter, in each case in the form most
            recently provided to such person by the Issuers, in connection with
            the offering and sale of the Registrable Securities covered by the
            prospectus (including such preliminary and summary prospectus) or
            any supplement or amendment thereto;

                  (xii) use their reasonable best efforts to (A) register or
            qualify the Registrable Securities to be included in such Shelf
            Registration Statement under such securities laws or blue sky laws
            of such jurisdictions as any Electing Holder and each placement or
            sales agent, if any, therefor and underwriter, if any, thereof shall
            reasonably request, (B) keep such registrations or qualifications in
            effect and comply with such laws so as to permit the continuance of
            offers, sales and dealings therein in such jurisdictions during the
            period the Shelf Registration is required to remain effective under
            Section 2(b) above and for so long as may be necessary to enable any
            such Electing Holder, agent or underwriter to complete its
            distribution of Notes pursuant to such Shelf Registration Statement
            and (C) take any and all other actions as may be reasonably
            necessary or advisable to enable each such Electing Holder, agent,
            if any, and underwriter, if any, to consummate the disposition in
            such jurisdictions of such Registrable Securities; provided,
            however, that none of the Issuers shall be required for any such
            purpose to (1) qualify as a foreign corporation or limited liability
            company, as the case may be, in any jurisdiction wherein it would
            not otherwise be required to qualify but for the requirements of
            this Section 3(d)(xii), (2) consent to general service of process in
            any such jurisdiction or (3) make any changes to its certificate of
            incorporation or by-laws (or other or-


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