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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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      unredeemed portion of any Note being redeemed in part.

                (iv) All Global Notes and Definitive Notes issued upon any
      registration of transfer or exchange of Global Notes or Definitive Notes
      shall be the valid obligations of the Issuers, evidencing the same debt,
      and entitled to the same benefits under this Indenture, as the Global 
      Notes or Definitive Notes surrendered upon such registration of transfer
      or exchange.

                (v) The Issuers shall not be required (A) to issue, to register
      the transfer of or to exchange any Notes during a period beginning at the
      opening of business 15 days before the day of any selection of Notes for
      redemption under Section 3.02 and ending at the close of business on the
      day of selection, (B) to register the transfer of or to exchange any Note
      so selected for redemption in whole or in part, except the unredeemed
      portion of any Note being redeemed in part or (C) to register the transfer
      of or to exchange a Note between a record date and the next succeeding
      Interest Payment Date.

                (vi) Prior to due presentment for the registration of a transfer
      of any Note, the Trustee, any Agent and the Issuers may deem and treat the
      Person in whose name any Note is registered as the absolute owner of such
      Note for the purpose of receiving payment of principal of and interest on
      such Notes and for all other purposes, and none of the Trustee, any Agent
      or the Issuers shall be affected by notice to the contrary.

                (vii) The Trustee shall authenticate Global Notes and Definitive
      Notes in accordance with the provisions of Section 2.02.

                (viii) All certifications, certificates and Opinions of Counsel
      required to be submitted to the Registrar pursuant to this Section 2.06 to
      effect a registration of transfer or exchange may be submitted by
      facsimile.

Section 2.07. Replacement Notes.

           If any mutilated Note is surrendered to the Trustee or the Issuers
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of
an Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Issuers, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Issuers may charge for their expenses in replacing a Note.

           Every replacement Note is an additional obligation of the Issuers and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08. Outstanding Notes.

           The Notes outstanding at any time are all the Notes authenticated by
the Trustee 

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