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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                 (c) to provide for the assumption of either Issuer's
obligations to Holders of Notes in the case of a merger or consolidation or
sale of all or substantially all of the assets of such Issuer pursuant to
Article 5;

                 (d) to make any change that would provide any additional
rights or benefits to the Holders of Notes or that does not adversely affect
the legal rights under this Indenture of any such Holder; or

                 (e) to comply with requirements of the SEC in order to effect
or maintain the qualification of this Indenture under the TIA or otherwise as
necessary to comply with applicable law.

                 Upon the request of the Issuers accompanied by a resolution of
their respective Boards of Directors authorizing the execution of any such
amended or supplemental Indenture, and upon receipt by the Trustee of the
documents described in Section 7.02, the Trustee shall join with the Issuers in
the execution of any amended or supplemental Indenture authorized or permitted
by the terms of this Indenture and to make any further appropriate agreements
and stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02. With Consent of Holders of Notes.

                 Except as provided below in this Section 9.02, this Indenture
(including Sections 4.11 and 4.16) or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in aggregate principal
amount at maturity of the Notes then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or a tender
offer or exchange offer for, Notes) and, subject to Sections 6.04 and 6.07, any
existing Default or compliance with any provision of this Indenture or the
Notes may be waived with the consent of the Holders of a majority in aggregate
principal amount at maturity of the Notes then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or a tender
offer or exchange offer for, Notes). Section 2.08 shall determine which Notes
are considered to be "outstanding" for purposes of this Section 9.02.

                 Upon the request of the Issuers accompanied by a resolution of
their respective Boards of Directors authorizing the execution of any such
amended or supplemental Indenture, and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in
Section 7.02, the Trustee shall join with the Issuers in the