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424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/02/1999
Entire Document
 
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          (2) Charter Holdings' obligations with respect to the notes concerning
     issuing temporary notes, registration of notes, mutilated, destroyed, lost
     or stolen notes and the maintenance of an office or agency for payment and
     money for security payments held in trust;
 
          (3) the rights, powers, trusts, duties and immunities of the trustee,
     and Charter Holdings' obligations in connection therewith; and
 
          (4) the Legal Defeasance provisions of the indentures.
 
     In addition, Charter Holdings may, at its option and at any time, elect to
have the obligations of Charter Holdings released with respect to certain
covenants that are described in the indentures ("Covenant Defeasance") and
thereafter any omission to comply with those covenants shall not constitute a
Default or Event of Default with respect to the notes. In the event Covenant
Defeasance occurs, certain events, not including non-payment, bankruptcy,
receivership, rehabilitation and insolvency events, described under "Events of
Default" will no longer constitute an Event of Default with respect to the
notes.
 
     In order to exercise either Legal Defeasance or Covenant Defeasance:
 
          (1) Charter Holdings must irrevocably deposit with the trustee, in
     trust, for the benefit of the holders of the notes, cash in U.S. dollars,
     non-callable Government Securities, or a combination thereof, in such
     amounts as will be sufficient, in the opinion of a nationally recognized
     firm of independent public accountants, to pay the principal of, premium,
     if any, and interest on the outstanding notes on the stated maturity or on
     the applicable redemption date, as the case may be, and Charter Holdings
     must specify whether the notes are being defeased to maturity or to a
     particular redemption date;
 
          (2) in the case of Legal Defeasance, Charter Holdings shall have
     delivered to the trustee an opinion of counsel reasonably acceptable to the
     trustee confirming that
 
             (a) Charter Holdings has received from, or there has been published
        by, the Internal Revenue Service a ruling or
 
             (b) since the date of the indentures, there has been a change in
        the applicable federal income tax law, in either case to the effect
        that, and based thereon such opinion of counsel shall confirm that, the
        holders of the outstanding notes will not recognize income, gain or loss
        for federal income tax purposes as a result of such Legal Defeasance and
        will be subject to federal income tax on the same amounts, in the same
        manner and at the same times as would have been the case if such Legal
        Defeasance had not occurred;
 
          (3) in the case of Covenant Defeasance, Charter Holdings shall have
     delivered to the trustee an opinion of counsel reasonably acceptable to the
     trustee confirming that the holders of the outstanding notes will not
     recognize income, gain or loss for federal income tax purposes as a result
     of such Covenant Defeasance and will be subject to federal income tax on
     the same amounts, in the same manner and at the same times as would have
     been the case if such Covenant Defeasance had not occurred;
 
          (4) no Default or Event of Default shall have occurred and be
     continuing either:
 
             (a) on the date of such deposit, other than a Default or Event of
        Default resulting from the borrowing of funds to be applied to such
        deposit; or
 
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