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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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specified in clauses (i) through (iii) above, upon a written order of the
Issuers signed by an Officer of each of the Issuers (an "Authentication Order").
Such Authentication Order shall specify the amount of Notes to be authenticated
and the date on which the Notes are to be authenticated, whether such notes are
to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes
are to be issued as one or more Global Notes and such other information as the
Issuers may include or the Trustee may reasonably request. The aggregate
principal amount of Notes outstanding at any time may not exceed $500,000,000
except as provided in Section 2.07. On the Issue Date, the Issuers will issue
$325,000,000 aggregate principal amount of Initial Notes.

               The Trustee may appoint an authenticating agent acceptable to the
Issuers to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Issuers.

Section 2.03. Registrar and Paying Agent.

               The Issuers shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Issuers may appoint one or more co- registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Issuers may change any
Paying Agent or Registrar without notice to any Holder. The Issuers shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Issuers fail to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of
their Subsidiaries may act as Paying Agent or Registrar.

               The Issuers initially appoint The Depository Trust Company
("DTC") to act as Depositary with respect to the Global Notes.

               The Issuers initially appoint the Trustee to act as the Registrar
and Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04. Paying Agent to Hold Money in Trust.

               The Issuers shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal, premium, if any, or