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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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pursuant to Section 8.02 or 8.03 until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 8.02 or 8.03, as
the case may be; provided, however, that, if the Issuers make any payment of
principal of, premium, if any, or interest on any Note following the
reinstatement of their obligations, the Issuers or the Guarantor, as the case
may be, shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent.

                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

      Notwithstanding Section 9.02 of this Indenture, the Issuers, the Guarantor
and the Trustee may amend or supplement this Indenture or the Notes without the
consent of any Holder of a Note:

            (a) to cure any ambiguity, defect or inconsistency;

            (b) to provide for uncertificated Notes in addition to or in place
      of certificated Notes;

            (c) to provide for the assumption of an Issuer's or the Guarantor's,
      obligations, as the case may be, to Holders of Notes in the case of a
      merger or consolidation or sale of all or substantially all of the assets
      of either Issuer or the Guarantor, as the case may be, 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 and the
Guarantor 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 principal amount 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 principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or a 


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