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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS
OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS INDENTURE, THE NOTES OR ANY GUARANTEE.

Section 10.09. No Adverse Interpretation of Other Agreements.

                 This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Issuers or their Subsidiaries or of
any other Person. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

Section 10.10. Successors.

                 All agreements of the Issuers in this Indenture and the Notes,
as the case may be, shall bind their respective successors. All agreements of
the Trustee in this Indenture shall bind its successors.

Section 10.11. Severability.

                 In case any provision in this Indenture or the Notes, as the
case may be, shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

Section 10.12. Counterpart Originals.

                 The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.

Section 10.13. Table of Contents, Headings, etc.

                 The Table of Contents, Cross-Reference Table and Headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part of this Indenture and shall
in no way modify or restrict any of the terms or provisions.

                     ARTICLE 11 SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge of Indenture.

                 This Indenture shall cease to be of further effect (except as
to any surviving