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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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            Within ten days following any Change of Control, the Issuers shall
mail a notice to each Holder (with a copy to the Trustee) describing the
transaction or transactions that constitute the Change of Control and stating:

            (a) the purchase price and the purchase date, which shall not exceed
      30 Business Days from the date such notice is mailed (the "Change of
      Control Payment Date");

            (b) that any Note not tendered shall continue to accrete in value or
      accrue interest;

            (c) that, unless the Issuers default in the payment of the Change of
      Control Payment, all Notes accepted for payment pursuant to the Change of
      Control Offer shall cease to accrete in value or accrue interest after the
      Change of Control Payment Date;

            (d) that Holders electing to have any Notes purchased pursuant to a
      Change of Control Offer shall be required to surrender the Notes, with the
      form entitled "Option of Holder to Elect Purchase" on the reverse of the
      Notes completed, to the Paying Agent at the address specified in the
      notice prior to the close of business on the third Business Day preceding
      the Change of Control Payment Date;

            (e) that Holders shall be entitled to withdraw their election if the
      Paying Agent receives, not later than the close of business on the second
      Business Day preceding the Change of Control Payment Date, a telegram,
      telex, facsimile transmission or letter setting forth the name of the
      Holder, the principal amount at maturity 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 at maturity to the
      unpurchased portion of the Notes surrendered, which unpurchased portion
      must be equal to $1,000 in principal amount at maturity 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 at maturity of Notes or portions thereof being purchased
      by the Issuers.