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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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Restricted Global Notes to be reduced accordingly, and the Issuers shall execute
and the Trustee shall authenticate and deliver to the Persons designated by the
Holders of Definitive Notes so accepted Definitive Notes in the appropriate
principal amount.

           (g) Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                (i) Private Placement Legend.

                      (A) Except as permitted by subparagraph (B) below, each
           Global Note and each Definitive Note (and all Notes issued in
           exchange therefor or substitution thereof) shall bear the legend in
           substantially the following form:

           "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
           STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE
           OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A
           PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
           INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
           SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
           QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
           REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
           WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
           (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT
           FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (4)
           PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
           PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (5) PURSUANT TO AN
           EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
           ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
           UNITED STATES."

                      (B) Notwithstanding the foregoing, any Global Note or
           Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(ii),
           (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section
           2.06 (and all Notes issued in exchange therefor or substitution
           thereof) shall not bear the Private Placement Legend.

                (ii) Global Note Legend. Each Global Note shall bear a legend in
      substantially the following form:

      "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
      GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
      BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY

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