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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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Bank, the Trustee under the Indenture, will act as Paying Agent and Registrar.
The Issuers may change any Paying Agent or Registrar without notice to any
Holder. The Company or any of its Subsidiaries may act in any such capacity.

               4. INDENTURE. The Issuers issued the Notes under an Indenture
dated as of January 12, 2000 ("Indenture") between the Issuers and the Trustee.
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Issuers limited to $500,000,000
million in principal amount, of which $325,000,000 million in aggregate
principal amount of Notes was issued on the Issue Date.

               5. OPTIONAL REDEMPTION.

               (a) Except as set forth in clause (b) of this Paragraph 5, the
Issuers shall not have the option to redeem the Notes prior to January 15, 2005.
Thereafter, the Issuers shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest thereon, if any, to the applicable redemption date,
if redeemed during the twelve-month period beginning on January 15 of the years
indicated below:

                    Year                                    Percentage
                    ----                                    ----------
          2005                                               105.125%
          2006                                               103.417%
          2007                                               101.708%
          2008 and thereafter                                100.000%

               (b) Notwithstanding the provisions of clause (a) of this
Paragraph 5, at any time prior to January 15, 2003, the Issuers may on any one
or more occasions redeem up to 35% of the original aggregate principal amount of
the Notes (including the principal amount of any Additional Notes) issued under
the Indenture on a pro rata basis (or as nearly pro rata as practicable), at a
redemption price of 110.25% of the principal amount thereof, plus accrued and
unpaid interest to the redemption date, with the net cash proceeds of one or
more Equity Offerings; provided that

                      (1) at least 65% of the original aggregate principal 
        amount of Notes (including the principal amount of any Additional Notes)
        issued under the Indenture remains outstanding immediately after the 
        occurrence of such redemption (excluding Notes