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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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waived with the consent of the holders of a majority in aggregate principal
amount, in the case of the 10.00% notes and the 10.25% notes, and aggregate
principal amount at maturity, in the case of the 11.75% notes, of the then
outstanding notes of each series. This includes consents obtained in connection
with a purchase of notes, a tender offer for notes, or an exchange offer for
notes. Without the consent of each holder affected, an amendment or waiver may
not, with respect to any notes held by a non-consenting holder:
 
          (1) reduce the principal amount of notes whose holders must consent to
     an amendment, supplement or waiver;
 
          (2) reduce the principal of or change the fixed maturity of any note
     or alter the payment provisions with respect to the redemption of the
     notes, other than provisions relating to the covenants described above
     under the caption "-- Repurchase at the Option of Holders";
 
          (3) reduce the rate of or extend the time for payment of interest on
     any note;
 
          (4) waive a Default or Event of Default in the payment of principal of
     or premium, if any, or interest on the notes, except a rescission of
     acceleration of the notes by the holders of at least a majority in
     aggregate principal amount of the notes and a waiver of the payment default
     that resulted from such acceleration;
 
          (5) make any note payable in money other than that stated in the
     notes;
 
          (6) make any change in the provisions of the indentures relating to
     waivers of past Defaults or the rights of holders of notes to receive
     payments of Accreted Value or principal of, or premium, if any, or interest
     on the notes;
 
          (7) waive a redemption payment with respect to any note, other than a
     payment required by one of the covenants described above under the caption
     "-- Repurchase at the Option of Holders";
 
          (8) make any change in the preceding amendment and waiver provisions.
 
     Notwithstanding the preceding, without the consent of any holder of notes,
the issuers and the trustee may amend or supplement the indentures or the notes:
 
          (1) to cure any ambiguity, defect or inconsistency;
 
          (2) to provide for uncertificated notes in addition to or in place of
     certificated notes;
 
          (3) 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 such issuer's assets;
 
          (4) 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 the indentures of any such holder; or
 
          (5) to comply with requirements of the Securities and Exchange
     Commission in order to effect or maintain the qualification of the
     indentures under the Trust Indenture Act or otherwise as necessary to
     comply with applicable law.
 
GOVERNING LAW
 
     The indentures and the notes will be governed by the laws of the State of
New York.
 
CONCERNING THE TRUSTEE
 
     If the trustee becomes a creditor of Charter Holdings, the indentures limit
its right to obtain payment of claims in certain cases, or to realize on certain
property received in respect of any such
 
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