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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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      of Control Payment Date, a telegram, telex, facsimile transmission or
      letter setting forth the name of the Holder, the principal amount of Notes
      delivered for purchase, and a statement that such Holder is withdrawing
      his election to have the Notes purchased; and

            (f) that Holders whose Notes are being purchased only in part shall
      be issued new Notes equal in principal amount to the unpurchased portion
      of the Notes surrendered, which unpurchased portion must be equal to
      $1,000 in principal amount or an integral multiple thereof.

      The Issuers shall comply with the requirements of Rule 14e-1 under the
Exchange Act (or any successor rules) and any other securities laws and
regulations thereunder to the extent such laws and regulations are applicable in
connection with the repurchase of the Notes as a result of a Change of Control.

      On the Change of Control Payment Date, the Issuers shall, to the extent
lawful:

            (a) accept for payment all Notes or portions thereof properly
      tendered pursuant to the Change of Control Offer;

            (b) deposit with the Paying Agent an amount equal to the Change of
      Control Payment in respect of all Notes or portions thereof so tendered;
      and

            (c) deliver or cause to be delivered to the Trustee the Notes so
      accepted together with an Officers' Certificate stating the aggregate
      principal amount of Notes or portions thereof being purchased by the
      Issuers.

      The Paying Agent shall promptly pay to each Holder of Notes so tendered
the Change of Control Payment for such Notes, and the Trustee shall promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; provided that each such new Note shall be in a principal
amount of $1,000 or an integral multiple thereof. The Company shall publicly
announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.

      The provisions described above that require the Issuers to make a Change
of Control Offer following a Change of Control shall be applicable regardless of
whether or not any other provisions in this Indenture are applicable. Except as
described above with respect to a Change of Control, this Indenture does not
contain provisions that permit the Holders of the Notes to require that the
Issuers repurchase or redeem the Notes in the event of a takeover,
recapitalization or similar transaction.

      Notwithstanding any other provision of this Section 4.16, the Issuers
shall not be required to make a Change of Control Offer upon a Change of Control
if a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Issuers and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.

Section 4.17. Limitations on Issuances of Guarantees of Indebtedness.

      The Company shall not permit any of its Restricted Subsidiaries, directly
or indirectly, and the Guarantor shall not permit any of its Restricted
Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to
secure the payment of any other Indebtedness of the Company or the Guarantor, as
the case may be, except in respect of the Credit Facilities (the "Guaranteed
Indebtedness") unless (i) such Restricted Subsidiary of the Company or the
Guarantor, as the case may be, simultaneously executes and delivers a
supplemental indenture providing for the Guarantee (a "Subsidiary Guarantee") of
the payment 


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