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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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The validity and enforceability of the Guarantee set forth in Section 10.01
shall not be affected by the fact that it is not affixed to any particular Note.
The Guarantor hereby agrees that its Guarantee set forth in Section 10.01 shall
remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Guarantee.

            If an Officer of the Guarantor whose signature is on this Indenture
or a Guarantee no longer holds that office at the time the Trustee authenticates
the Note on which such Guarantee is endorsed or at any time thereafter, the
Guarantor's Guarantee of such Note shall be valid nevertheless.

            The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of any Guarantee set forth in
this Indenture on behalf of the Guarantor.

Section 10.04. Release of Guarantor.

            (a) Upon the consummation of the Marcus Combination, the Guarantor's
Guarantee shall be released, and the Guarantor shall be deemed released from all
obligations under this Article Ten and this Indenture without any further action
required on the part of the Guarantor, the Trustee or any Holder. If the Marcus
Combination is not consummated, the Guarantor will not be so released and the
Guarantor or any entity surviving the Guarantor, as applicable, shall remain or
be liable under its Guarantee as provided in this Article Ten.

            (b) The Trustee shall deliver an appropriate instrument evidencing
the release of the Guarantor upon receipt of a request by the Company or the
Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel
certifying as to the compliance with this Section 10.04; provided the legal
counsel delivering such Opinion of Counsel may rely as to matters of fact on one
or more Officers Certificates of the Company or the Guarantor.

            The Trustee shall execute any documents reasonably requested by the
Company or the Guarantor in order to evidence the release of the Guarantor from
its obligations under its Guarantee endorsed on the Notes, under this Article
Ten and under this Indenture.

Section 10.05. Waiver of Subrogation.

            Until this Indenture is discharged and all of the Notes are
discharged and paid in full, the Guarantor hereby irrevocably waives and agrees
not to exercise any claim or other rights which it may now or hereafter acquire
against either Issuer that arise from the existence, payment, performance or
enforcement of the Issuers' obligations under the Notes or this Indenture and
the Guarantor's obligations under this Guarantee and this Indenture, in any such
instance including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution, indemnification, and any right to participate in any
claim or remedy of the Holders against either Issuer, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from either Issuer,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim or other rights. If any
amount shall be paid to the Guarantor in violation of the preceding sentence and
any amounts owing to the Trustee or the Holders of Notes under the Notes, this
Indenture, or any other document or instrument delivered under or in connection
with such agreements or instruments, shall