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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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insurance which has not been denied in writing by the insurer), which judgments
are not paid, discharged or stayed for a period of 60 days;

               (g) the Company or any of its Significant Subsidiaries pursuant
to or within the meaning of Bankruptcy Law:

                      (i) commences a voluntary case,

                      (ii) consents to the entry of an order for relief against
        it in an involuntary case,

                      (iii) consents to the appointment of a custodian of it or
        for all or substantially all of its property, or

                      (iv) makes a general assignment for the benefit of its
creditors; or

               (h) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:

                      (i) is for relief against the Company or any of its 
        Significant Subsidiaries in an involuntary case;

                      (ii) appoints a custodian of the Company or any of its
        Significant Subsidiaries or for all or substantially all of the property
        of the Company or any of its Significant Subsidiaries; or

                      (iii) orders the liquidation of the Company or any of its
        Significant Subsidiaries;

and the order or decree remains unstayed and in effect for 60 consecutive days.

Section 6.02. Acceleration.

               In the case of an Event of Default arising from clause (g) or (h)
of Section 6.01 with respect to the Company, all outstanding Notes shall become
due and payable immediately without further action or notice. If any other Event
of Default occurs and is continuing, the Trustee by notice to the Issuers or the
Holders of at least 25% in principal amount of the then outstanding Notes by
notice to the Issuers and the Trustee may declare all the Notes to be due and
payable immediately. The Holders of a majority in aggregate principal amount of
the Notes then outstanding by written notice to the Trustee may on behalf of all
of the Holders rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default (except nonpayment of principal, interest or premium that has become due
solely because