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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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         deliver to the Registrar either:

                                  (A)(1) a written order from a Participant or
                 an Indirect Participant given to the Depositary in accordance
                 with the Applicable Procedures directing the Depositary to
                 credit or cause to be credited a beneficial interest in
                 another Global Note in an amount equal to the beneficial
                 interest to be transferred or exchanged; and

                                  (A)(2) instructions given in accordance with
                 the Applicable Procedures containing information regarding the
                 Participant account to be credited with such increase; or

                                  (B)(1) a written order from a Participant or
                 an Indirect Participant given to the Depositary in accordance
                 with the Applicable Procedures directing the Depositary to
                 cause to be issued a Definitive Note in an amount equal to the
                 beneficial interest to be transferred or exchanged; and

                                  (B)(2) instructions given by the Depositary
                 to the Registrar containing information regarding the Person
                 in whose name such Definitive Note shall be registered to
                 effect the transfer or exchange referred to in (1) above.

         Upon consummation of an Exchange Offer by the Issuers in accordance
         with Section 2.06(f), the requirements of this Section 2.06(b)(ii)
         shall be deemed to have been satisfied upon receipt by the Registrar
         of the instructions contained in the Letter of Transmittal delivered
         by the holder of such beneficial interests in the Restricted Global
         Notes. Upon satisfaction of all of the requirements for transfer or
         exchange of beneficial interests in Global Notes contained in this
         Indenture and the Notes or otherwise applicable under the Securities
         Act, the Trustee shall adjust the principal amount at maturity of the
         relevant Global Note(s) pursuant to Section 2.06(h).

                          (iii) Transfer of Beneficial Interests to Another
         Restricted Global Note. A beneficial interest in any Restricted Global
         Note may be transferred to a Person who takes delivery thereof in the
         form of a beneficial interest in another Restricted Global Note if the
         transfer complies with the requirements of Section 2.06(b)(ii) above
         and the Registrar receives the following:

                                  (A) if the transferee will take delivery in
                 the form of a beneficial interest in the 144A Global Note,
                 then the transferor must deliver a certificate in the form of
                 Exhibit B hereto, including the certifications in item (1)
                 thereof; and

                                  (B) if the transferee will take delivery in
                 the form of a beneficial interest in the Regulation S Global
                 Note, then the transferor must deliver a