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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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        2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase
        or cause to be increased the aggregate principal amount of the 
        Unrestricted Global Note.

                      (iii) Unrestricted Definitive Notes to Beneficial
        Interests in Unrestricted Global Notes. A Holder of an Unrestricted
        Definitive Note may exchange such Note for a beneficial interest in an 
        Unrestricted Global Note or transfer such Definitive Notes to a Person 
        who takes delivery thereof in the form of a beneficial interest in an 
        Unrestricted Global Note at any time. Upon receipt of a request for such
        an exchange or transfer, the Trustee shall cancel the applicable 
        Unrestricted Definitive Note and increase or cause to be increased the 
        aggregate principal amount of one of the Unrestricted Global Notes.

                      If any such exchange or transfer from a Definitive Note to
        a beneficial interest is effected pursuant to subparagraphs (ii)(B),
        (ii)(D) or (iii) above at a time when an Unrestricted Global Note has
        not yet been issued, the Issuers shall issue and, upon receipt of an
        Authentication Order in accordance with Section 2.02, the Trustee shall
        authenticate one or more Unrestricted Global Notes in an aggregate
        principal amount equal to the principal amount of Definitive Notes so
        transferred.

               (e) Transfer and Exchange of Definitive Notes for Definitive
Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                      (i) Restricted Definitive Notes to Restricted Definitive
        Notes. Any Restricted Definitive Note may be transferred to and
        registered in the name of Persons who take delivery thereof in the form
        of a Restricted Definitive Note if the Registrar receives the following:

                             (A) if the transfer will be made pursuant to Rule
               144A under the Securities Act, then the transferor must deliver a
               certificate in the form of Exhibit B hereto, including the
               certifications in item (1) thereof;

                             (B) if the transfer will be made pursuant to Rule
               903 or Rule 904, then the transferor must deliver a certificate
               in the form of Exhibit B hereto, including the certifications in
               item (2) thereof; and