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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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first paragraph of Section 4.10 or (B) have a Leverage Ratio immediately after
giving effect to such consolidation or merger no greater than the Leverage
Ratio immediately prior to such consolidation or merger.

                 In addition, the Company may not, directly or indirectly,
lease all or substantially all of its properties or assets, in one or more
related transactions, to any other Person. This Section 5.01 shall not apply to
a sale, assignment, transfer, conveyance or other disposition of assets between
or among the Company and any of its Wholly-Owned Subsidiaries.

Section 5.02. Successor Corporation Substituted.

                 Upon any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of either Issuer in accordance with Section 5.01, the successor
Person formed by such consolidation or into which either Issuer is merged or to
which such transfer is made shall succeed to and (except in the case of a
lease) be substituted for, and may exercise every right and power of, such
Issuer under this Indenture with the same effect as if such successor Person
had been named therein as such Issuer, and (except in the case of a lease) such
Issuer shall be released from the obligations under the Notes and this
Indenture, except with respect to any obligations that arise from, or are
related to, such transaction.

                        ARTICLE 6 DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

                 An "Event of Default" occurs if:

                 (a) the Issuers default in the payment when due of interest on
the Notes and such default continues for a period of 30 days;

                 (b) the Issuers default in payment when due of the Accreted
Value of or premium, if any, on the Notes;

                 (c) the Company or any of its Restricted Subsidiaries fails to
comply with any of the provisions of Sections 4.16 or 5.01;

                 (d) the Company or any of its Restricted Subsidiaries fails to
comply with any of their other covenants or agreements in this Indenture for 30
days after written notice thereof has been given to the Company by the Trustee
or to the Company and the Trustee by Holders of at least 25% of the aggregate
principal amount at maturity of the Notes