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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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similar import refer to this Exchange and Registration Rights Agreement as a
whole and not to any particular Section or other subdivision.

            2. Registration Under the Securities Act.

            (a) Except as set forth in Section 2(b) below, the Issuers agree to
file under the Securities Act, as soon as practicable, but no later than 90 days
after the Closing Date, a registration statement relating to an offer to
exchange (such registration statement, the "Exchange Offer Registration
Statement", and such offer, the "Exchange Offer") any and all of the Notes
guaranteed by the Guarantor for a like aggregate principal amount of notes
issued by the Issuers and guaranteed by the Guarantor, which notes and guarantee
are substantially identical in all material respects to the Notes and Guarantee
(and are entitled to the benefits of a trust indenture which has terms identical
in all material respects to the Indenture or is the Indenture and which has been
qualified under the Trust Indenture Act), except that they have been registered
pursuant to an effective registration statement under the Securities Act and do
not contain provisions for the additional interest contemplated in Section 2(c)
below (such notes hereinafter called "Exchange Notes"). The Issuers agree to use
their reasonable best efforts to cause the Exchange Offer Registration Statement
to become effective under the Securities Act as soon as practicable, but no
later than 150 days after the Closing Date. The Exchange Offer will be
registered under the Securities Act on the appropriate form and will comply with
all applicable tender offer rules and regulations under the Exchange Act. The
Issuers further agree to use their reasonable best efforts to complete the
Exchange Offer promptly, but no later than 30 business days or longer, if
required by the federal securities laws, after such registration statement has
become effective, hold the Exchange Offer open for at least 30 days and exchange
Exchange Notes for all Registrable Securities that have been properly tendered
and not withdrawn on or prior to the expiration of the Exchange Offer. The
Exchange Offer will be deemed to have been "completed" only if the notes
received by holders other than Restricted Holders in the Exchange Offer for
Registrable Securities are, upon receipt, transferable by each such holder
without restriction under the Securities Act and the Exchange Act and without
material restrictions under the blue sky or securities laws of a substantial
majority of the States of the United States of America. The Exchange Offer shall
be deemed to have been completed upon the earlier to occur of (i) the Issuers
having exchanged the Exchange Notes for all outstanding Registrable Securities
pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant
to the Exchange Offer, Exchange Notes for all Registrable Securities that have
been properly tendered and not withdrawn before the expiration of the Exchange
Offer, which shall be on a date that is at least 30 business days following the
commencement of the Exchange Offer. The Issuers agree (x) to include in the
Exchange Offer Registration Statement a prospectus for use in any resales by any
holder of Exchange Notes that is a broker-dealer and (y) to keep such Exchange
Offer Registration Statement effective for a period (the "Resale Period")
beginning when Exchange Notes are first issued in the Exchange Offer and ending
upon the earlier of the expiration of the 180th day after the Exchange Offer has
been completed or such time as such broker-dealers no longer own any 


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