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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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Holder affected, an amendment, supplement or waiver under this Section 9.02 may
not (with respect to any Notes held by a non-consenting Holder):

            (a) reduce the principal amount at maturity of Notes whose Holders
      must consent to an amendment, supplement or waiver;

            (b) reduce the Accreted Value 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 Sections 4.11 and 4.16);

            (c) reduce the rate of or extend the time for payment of interest on
      any Note;

            (d) waive a Default or Event of Default in the payment of Accreted
      Value 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 at maturity of the Notes and a waiver of the
      payment default that resulted from such acceleration);

            (e) make any Note payable in money other than that stated in the
      Notes;

            (f) make any change in the provisions of this Indenture relating to
      waivers of past Defaults or the rights of Holders of Notes to receive
      payments of Accreted Value of, or premium, if any, or interest on the
      Notes;

            (g) waive a redemption payment with respect to any Note (other than
      a payment required by one of the covenants described in Sections 4.11 and
      4.16);

            (h) amend any provision or release the Guarantee of the Guarantor
      except pursuant to the Marcus Combination; or

            (i) make any change in this Section 9.02.

Section 9.03. Compliance with Trust Indenture Act.

            Every amendment or supplement to this Indenture or the Notes shall
be set forth in a amended or supplemental Indenture that complies with the TIA
as then in effect.

Section 9.04. Revocation and Effect of Consents.

            Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. However, any such Holder of a Note or subsequent Holder
of a Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.