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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                                                                  Exhibit 4.1(a)


================================================================================




                      CHARTER COMMUNICATIONS HOLDINGS, LLC

                                       and

                         CHARTER COMMUNICATIONS HOLDINGS
                              CAPITAL CORPORATION,

                                   as Issuers

                                       and

                         HARRIS TRUST AND SAVINGS BANK,

                                   as Trustee


                                   ----------

                                    INDENTURE

                          Dated as of January 12, 2000


                                   ----------

                          10.00% Senior Notes due 2009



================================================================================


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                             CROSS-REFERENCE TABLE*


<TABLE>
<CAPTION>
Trust Indenture Act Section                                Indenture Section
---------------------------                                -----------------
<S>                                                        <C>
310(a)(1)................................................. 7.10
(a)(2).................................................... 7.10
(a)(3).................................................... N.A.
(a)(4).................................................... N.A.
(a)(5).................................................... 7.10
(b)....................................................... 7.10
(c)....................................................... N.A.
311(a).................................................... 7.11
(b)....................................................... 7.11
(c)....................................................... N.A.
312(a).................................................... 2.05
(b)....................................................... 10.03
(c)....................................................... 10.03
313(a).................................................... 7.06
(b)(1).................................................... 10.03
(b)(2).................................................... 7.07; 10.03
(c)....................................................... 7.06; 10.02
(d)....................................................... 7.06
314(a).................................................... 4.03; 10.02
(b)....................................................... 10.02
(c)(1).................................................... 10.04
(c)(2).................................................... 10.04
(c)(3).................................................... N.A.
(d)....................................................... N.A.
(e)....................................................... 10.05
(f)....................................................... N.A.
315(a).................................................... 7.01
(b)....................................................... 7.05; 10.02
(c)....................................................... 7.01
(d)....................................................... 7.01
(e)....................................................... 6.11
316(a) (last sentence).................................... 2.09
(a)(1)(A)................................................. 6.05
(a)(1)(B)................................................. 6.04
(a)(2).................................................... N.A.
(b)....................................................... 6.07
(c)....................................................... 2.12
</TABLE>



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<TABLE>
<S>                                                        <C>
317(a)(1)................................................. 6.08
(a)(2).................................................... 6.09
(b)....................................................... 2.04
318(a).................................................... 10.01
(b)....................................................... N.A.
(c)....................................................... 10.01
</TABLE>


N.A. means Not Applicable.

* This Cross-Reference Table is not part of the Indenture.


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<PAGE>   4


                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                     <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE.....................................................1
      Section 1.01. Definitions..........................................................................1
      Section 1.02. Other Definitions...................................................................26
      Section 1.03. Incorporation by Reference of Trust Indenture Act...................................27
      Section 1.04. Rules of Construction...............................................................28

ARTICLE 2 THE NOTES.....................................................................................29
      Section 2.01. Form and Dating.....................................................................29
      Section 2.02. Execution and Authentication........................................................30
      Section 2.03. Registrar and Paying Agent..........................................................31
      Section 2.04. Paying Agent to Hold Money in Trust.................................................31
      Section 2.05. Holder Lists........................................................................31
      Section
 2.06. Transfer and Exchange...............................................................32
      Section 2.07. Replacement Notes...................................................................46
      Section 2.08. Outstanding Notes...................................................................47
      Section 2.09. Treasury Notes......................................................................47
      Section 2.10. Temporary Notes.....................................................................47
      Section 2.11. Cancellation........................................................................48
      Section 2.12. Defaulted Interest..................................................................48

ARTICLE 3 REDEMPTION AND PREPAYMENT.....................................................................48
      Section 3.01. Optional Redemption.................................................................48
      Section 3.02. Mandatory Redemption................................................................49
      Section 3.03. Offer to Purchase by Application of Excess Proceeds.................................49

ARTICLE 4 COVENANTS.....................................................................................51
      Section 4.01. Payment of Notes....................................................................51
      Section 4.02. Maintenance of Office or Agency.....................................................51
      Section 4.03. Reports.............................................................................52
      Section 4.04. Compliance Certificate..............................................................53
      Section 4.05. Taxes...............................................................................54
      Section 4.06. Stay, Extension and Usury Laws......................................................54
      Section 4.07. Restricted Payments.................................................................54
      Section 4.08. Investments.........................................................................57
      Section 4.09. Dividend and Other Payment Restrictions Affecting Subsidiaries......................58
      Section 4.10. Incurrence of Indebtedness and Issuance of Preferred Stock..........................60
      Section 4.11. Limitation on Asset Sales...........................................................63
      Section 4.12. Sale and Leaseback Transactions.....................................................65
</TABLE>



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<PAGE>   5



<TABLE>
<S>                                                                                                     <C>
      Section 4.13. Transactions with Affiliates........................................................65
      Section 4.14. Liens...............................................................................67
      Section 4.15. Corporate Existence.................................................................67
      Section 4.16. Repurchase at the Option of Holders upon a Change of Control........................67
      Section 4.17. Limitations on Issuances of Guarantees of Indebtedness..............................69
      Section 4.18. Payments for Consent................................................................70
      Section 4.19. Application of Fall-Away Covenants..................................................70

ARTICLE 5  SUCCESSORS...................................................................................70
      Section 5.01. Merger, Consolidation, or Sale of Assets............................................70
      Section 5.02. Successor Corporation Substituted...................................................71

ARTICLE 6 DEFAULTS AND REMEDIES.........................................................................72
      Section 6.01. Events of Default...................................................................72
      Section 6.02. Acceleration........................................................................73
      Section 6.03. Other Remedies......................................................................74
      Section 6.04. Waiver of Existing Defaults.........................................................74
      Section 6.05. Control by Majority.................................................................75
      Section 6.06. Limitation on Suits.................................................................75
      Section 6.07. Rights of Holders of Notes to Receive Payment.......................................75
      Section 6.08. Collection Suit by Trustee..........................................................76
      Section 6.09. Trustee May File Proofs of Claim....................................................76
      Section 6.10. Priorities..........................................................................77
      Section 6.11. Undertaking for Costs...............................................................77

ARTICLE 7 TRUSTEE.......................................................................................77
      Section 7.01. Duties of Trustee...................................................................77
      Section 7.02. Rights of Trustee...................................................................79
      Section 7.03. Individual Rights of Trustee........................................................80
      Section 7.04. Trustee's Disclaimer................................................................80
      Section 7.05. Notice of Defaults..................................................................80
      Section 7.06. Reports by Trustee to Holders of the Notes..........................................80
      Section 7.07. Compensation and Indemnity..........................................................81
      Section 7.08. Replacement of Trustee..............................................................82
      Section 7.09. Successor Trustee by Merger, etc....................................................83
      Section 7.10. Eligibility; Disqualification.......................................................83
      Section 7.11. Preferential Collection of Claims Against the Issuers...............................83

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE......................................................84
      Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance............................84
      Section 8.02. Legal Defeasance and Discharge......................................................84
      Section 8.03. Covenant Defeasance.................................................................85
</TABLE>



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<TABLE>
<S>                                                                                                    <C>
      Section 8.04. Conditions to Legal or Covenant Defeasance..........................................85
      Section 8.05. Deposited Money and Government Securities to Be Held in Trust;
         Other Miscellaneous Provisions.................................................................87
      Section 8.06. Repayment to Issuers................................................................88
      Section 8.07. Reinstatement.......................................................................88

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER..............................................................89
      Section 9.01. Without Consent of Holders of Notes.................................................89
      Section 9.02. With Consent of Holders of Notes....................................................89
      Section 9.03. Compliance with Trust Indenture Act.................................................91
      Section 9.04. Revocation and Effect of Consents...................................................91
      Section 9.05. Notation on or Exchange of Notes....................................................92
      Section 9.06. Trustee to Sign Amendments, etc.....................................................92

ARTICLE 10 MISCELLANEOUS................................................................................92
      Section 10.01. Trust Indenture Act Controls.......................................................92
      Section 10.02. Notices............................................................................92
      Section 10.03. Communication by Holders of Notes with Other Holders of Notes......................94
      Section 10.04. Certificate and Opinion as to Conditions Precedent.................................94
      Section 10.05. Statements Required in Certificate or Opinion......................................94
      Section 10.06. Rules by Trustee and Agents........................................................95
      Section 10.07. No Personal Liability of Directors, Officers, Employees, Members and
         Stockholders...................................................................................95
      Section 10.08. Governing Law......................................................................95
      Section 10.09. No Adverse Interpretation of Other Agreements......................................95
      Section 10.10. Successors.........................................................................96
      Section 10.11. Severability.......................................................................96
      Section 10.12. Counterpart Originals..............................................................96
      Section 10.13. Table of Contents, Headings, etc...................................................96

ARTICLE 11 SATISFACTION AND DISCHARGE...................................................................96
      Section 11.01. Satisfaction and Discharge of Indenture............................................96
      Section 11.02. Application of Trust Money.........................................................97

EXHIBIT A..............................................................................................A-1

EXHIBIT B..............................................................................................B-1

EXHIBIT C..............................................................................................C-1

EXHIBIT D..............................................................................................D-1
</TABLE>


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           INDENTURE dated as of January 12, 2000 among Charter Communications
Holdings, LLC, a Delaware limited liability company (as further defined below,
the "Company"), Charter Communications Holdings Capital Corporation, a Delaware
corporation (as further defined below, "Charter Capital" and together with the
Company, the "Issuers"), and Harris Trust and Savings Bank, as trustee (the
"Trustee").

           The Issuers and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the Notes:

              ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

           "144A Global Note" means a global note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in an initial denomination equal
to the outstanding principal amount of the Initial Notes or any Initial
Additional Notes, in each case initially sold in reliance on Rule 144A.

           "Acquired Debt" means, with respect to any specified Person:

           (1) Indebtedness of any other Person existing at the time such other
Person is merged with or into or becomes a Subsidiary of such specified Person,
whether or not such Indebtedness is incurred in connection with, or in
contemplation of, such other Person merging with or into, or becoming a
Subsidiary of, such specified Person; and

           (2) Indebtedness secured by a Lien encumbering any asset acquired by
such specified Person.

           "Additional Notes" means the Issuers' 10.00% Senior Notes Due 2009
issued under this Indenture in addition to the Original Notes (other than any
Notes issued in respect of Original Notes pursuant to Section 2.06, 2.07, 2.10,
3.03, 4.16 or 9.05).

           "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling, "controlled by" and "under common control
with" shall have correlative meanings.

           "Agent" means any Registrar or Paying Agent.

           "Applicable Procedures" means, with respect to any transfer or
exchange of or



<PAGE>   8

for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Cedel that apply to such transfer or exchange.

           "Asset Acquisition" means (a) an Investment by the Company or any of
the Company's Restricted Subsidiaries in any other Person pursuant to which such
Person shall become a Restricted Subsidiary of the Company or any of its
Restricted Subsidiaries or shall be merged with or into the Company or any of
the Company's Restricted Subsidiaries, or (b) the acquisition by the Company or
any of the Company's Restricted Subsidiaries of the assets of any Person which
constitute all or substantially all of the assets of such Person, any division
or line of business of such Person or any other properties or assets of such
Person other than in the ordinary course of business.

           "Asset Sale" means:

           (1) the sale, lease, conveyance or other disposition of any assets or
rights, other than sales of inventory in the ordinary course of business
consistent with past practices; provided that the sale, conveyance or other
disposition of all or substantially all of the assets of the Company and its
Restricted Subsidiaries, taken as a whole, shall be governed by Section 4.16
and/or Section 5.01 and not by the provisions of Section 4.11; and

           (2) the issuance of Equity Interests by any of the Company's
Restricted Subsidiaries or the sale of Equity Interests in any of the Company's
Restricted Subsidiaries.

           Notwithstanding the preceding, the following items shall not be
           deemed to be Asset Sales:

           (1) any single transaction or series of related transactions that:
(a) involves assets having a fair market value of less than $100 million; or (b)
results in net proceeds to the Company and its Restricted Subsidiaries of less
than $100 million;

           (2) a transfer of assets between or among the Company and its
Restricted Subsidiaries;

           (3) an issuance of Equity Interests by a Wholly Owned Restricted
Subsidiary of the Company to the Company or to another Wholly Owned Restricted
Subsidiary of the Company;

           (4) a Restricted Payment that is permitted by Section 4.07 and a
Restricted Investment that is permitted by Section 4.08; and

           (5) the incurrence of Permitted Liens and the disposition of assets
related to such Permitted Liens by the secured party pursuant to a foreclosure.

           "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental 

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payments during the remaining term of the lease included in such sale and
leaseback transaction including any period for which such lease has been
extended or may, at the option of the lessee, be extended. Such present value
shall be calculated using a discount rate equal to the rate of interest implicit
in such transaction, determined in accordance with GAAP.

           "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or
state law of any jurisdiction relating to bankruptcy, insolvency, winding up,
liquidation, reorganization or relief of debtors.

           "Beneficial Owner" has the meaning assigned to such term in Rule
13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as such term is used in Section
13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire, whether
such right is currently exercisable or is exercisable only upon the occurrence
of a subsequent condition.

           "Board of Directors" means the Board of Directors of the Company or
Charter Capital, as the case may be, or any authorized committee of the Board of
Directors of the Company or Charter Capital, as the case may be.

           "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company or Charter Capital, as the
case may be, to have been duly adopted by the Board of Directors of the Company
or Charter Capital, as the case may be, and to be in full force and effect on
the date of such certification and delivered to the Trustee.

           "Business Day" means any day other than a Legal Holiday.

           "Cable Related Business" means the business of owning cable
television systems and businesses ancillary, complementary and related thereto.

           "Capital Lease Obligation" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at that time be required to be capitalized on a balance sheet in
accordance with GAAP.

           "Capital Stock" means:

           (1) in the case of a corporation, corporate stock;

           (2) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;

           (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and

           (4) any other interest (other than any debt obligation) or
participation that confers on a Person the right to receive a share of the
profits and losses of, or 

                                       3

<PAGE>   10

distributions of assets of, the issuing Person.

           "Capital Stock Sale Proceeds" means the aggregate net cash proceeds
(including the fair market value of the non-cash proceeds, as determined by an
independent appraisal firm) received by the Company since the Existing Notes
Issue Date (x) as a contribution to the common equity capital or from the issue
or sale of Equity Interests of the Company (other than Disqualified Stock) or
(y) from the issue or sale of convertible or exchangeable Disqualified Stock or
convertible or exchangeable debt securities of the Company that have been
converted into or exchanged for such Equity Interests (other than Equity
Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the
Company).

           "Cash Equivalents" means:

           (1) United States dollars;

           (2) securities issued or directly and fully guaranteed or insured by
the United States government or any agency or instrumentality thereof (provided
that the full faith and credit of the United States is pledged in support
thereof) having maturities of not more than twelve months from the date of
acquisition;

           (3) certificates of deposit and eurodollar time deposits with
maturities of twelve months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case, with any domestic commercial bank having combined
capital and surplus in excess of $500 million and a Thompson Bank Watch Rating
at the time of acquisition of "B" or better;

           (4) repurchase obligations with a term of not more than seven days
for underlying securities of the types described in clauses (2) and (3) above
entered into with any financial institution meeting the qualifications specified
in clause (3) above;

           (5) commercial paper having a rating of at least "P-1" from Moody's
or at least "A-1" from S&P and in each case maturing within twelve months after
the date of acquisition;

           (6) corporate debt obligations maturing within twelve months after
the date of acquisition thereof, rated at the time of acquisition at least "Aaa"
or "P-1" by Moody's or "AAA" or "A-1" by S&P;

           (7) auction-rate preferred stocks of any corporation maturing not
later than 45 days after the date of acquisition thereof, rated at the time of
acquisition at least "Aaa" by

                                       4

<PAGE>   11

Moody's or "AAA" by S&P;

           (8) securities issued by any state, commonwealth or territory of the
United States, or by any political subdivision or taxing authority thereof,
maturing not later than six months after the date of acquisition thereof, rated
at the time of acquisition at least "A" by Moody's or S&P; and

           (9) money market or, mutual funds, at least 90% of the assets of
which constitute Cash Equivalents of the kinds described in clauses (1) through
(8) of this definition.

           "Cedel" means Cedel Bank, SA.

           "Change of Control" means the occurrence of any of the following:

           (1) the sale, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the assets of the Company and its Subsidiaries,
taken as a whole, or of a Parent and its Subsidiaries, taken as a whole, to any
"person" (as such term is used in Section 13(d)(3) of the Exchange Act) other
than the Principal or a Related Party of the Principal;

           (2) the adoption of a plan relating to the liquidation or dissolution
of the Company or a Parent;

           (3) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" (as defined above), other than the Principal and Related Parties,
becomes the Beneficial Owner, directly or indirectly, of more than 35% of the
Voting Stock of the Company or a Parent, measured by voting power rather than
number of shares, unless the Principal or a Related Party Beneficially Owns,
directly or indirectly, a greater percentage of Voting Stock of the Company,
measured by voting power rather than the number of shares, than such person;

           (4) after the Issue Date, the first day on which a majority of the
members of the Board of Directors of the Company or the board of directors of a
Parent are not Continuing Directors; or

           (5) the Company or a Parent consolidates with, or merges with or
into, any Person, or any Person consolidates with, or merges with or into, the
Company or a Parent, in any such event pursuant to a transaction in which any of
the outstanding Voting Stock of the Company or such Parent is converted into or
exchanged for cash, securities or other property, other than any such
transaction where the Voting Stock of the Company or such Parent outstanding
immediately prior to such transaction is converted into or exchanged for Voting
Stock (other than Disqualified Stock) of the surviving or transferee Person
constituting a majority of the outstanding shares of such Voting Stock of such
surviving or transferee Person immediately after giving effect to such issuance.

           "Charter Capital" means Charter Communications Holdings Capital
Corporation, a Delaware corporation, and any successor in interest thereto.

                                       5

<PAGE>   12

           "Commission" or "SEC" means the Securities and Exchange Commission.

           "Company" means Charter Communications Holdings, LLC, a Delaware
limited liability company, and any successor in interest thereto.

           "Consolidated EBITDA" means with respect to any Person, for any
period, the net income of such Person and its Restricted Subsidiaries for such
period plus, to the extent such amount was deducted in calculating such net
income:

           (1) Consolidated Interest Expense;

           (2) income taxes;

           (3) depreciation expense;

           (4) amortization expense;

           (5) all other non-cash items, extraordinary items, nonrecurring and
unusual items and the cumulative effects of changes in accounting principles
reducing such net income, less all non-cash items, extraordinary items,
nonrecurring and unusual items and cumulative effects of changes in accounting
principles increasing such net income, all as determined on a consolidated basis
for such Person and its Restricted Subsidiaries in conformity with GAAP;

           (6) amounts actually paid during such period pursuant to a deferred
compensation plan; and

           (7) for purposes of Section 4.10 only, Management Fees;

provided that Consolidated EBITDA shall not include:

           (x) the net income (or net loss) of any Person that is not a
Restricted Subsidiary ("Other Person"), except (I) with respect to net income,
to the extent of the amount of dividends or other distributions actually paid to
such Person or any of its Restricted Subsidiaries by such Other Person during
such period and (II) with respect to net losses, to the extent of the amount of
investments made by such Person or any Restricted Subsidiary of such Person in
such Other Person during such period;

           (y) solely for the purposes of calculating the amount of Restricted
Payments that may be made pursuant to clause (3) of Section 4.07 (and in such
case, except to the extent includable pursuant to clause (x) above), the net
income (or net loss) of any Other Person accrued prior to the date it becomes a
Restricted Subsidiary or is merged into or consolidated with such Person or any
Restricted Subsidiaries or all or substantially all of the property and assets
of such Other Person are acquired by such Person or any of its Restricted
Subsidiaries; and

           (z) the net income of any Restricted Subsidiary to the extent that
the declaration or payment of dividends or similar distributions by such
Restricted Subsidiary of such net income is not at the time permitted by the
operation of the terms of its charter or any 

                                       6

<PAGE>   13

agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to such Restricted Subsidiary (other than any agreement or
instrument (i) evidencing Indebtedness or preferred stock outstanding on the
Issue Date or (ii) incurred or issued thereafter in compliance with Section
4.10, provided that (a) the terms of any such agreement restricting the
declaration and payment of dividends or similar distributions apply only in the
event of a default with respect to a financial covenant or a covenant relating
to payment (beyond any applicable period of grace) contained in such agreement
or instrument, (b) such terms are determined by such Person to be customary in
comparable financings and (c) such restrictions are determined by such Person
not to materially affect the Issuers' ability to make principal or interest
payments on the Notes when due).

           "Consolidated Indebtedness" means, with respect to any Person as of
any date of determination, the sum, without duplication, of:

           (1) the total amount of outstanding Indebtedness of such Person and
its Restricted Subsidiaries, plus

           (2) the total amount of Indebtedness of any other Person that has
been Guaranteed by the referent Person or one or more of its Restricted
Subsidiaries, plus

           (3) the aggregate liquidation value of all Disqualified Stock of such
Person and all preferred stock of Restricted Subsidiaries of such Person, in
each case, determined on a consolidated basis in accordance with GAAP.

           "Consolidated Interest Expense" means, with respect to any Person for
any period, without duplication, the sum of

           (1) the consolidated interest expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued (including,
without limitation, amortization or original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings, and net payments (if any) pursuant
to Hedging Obligations); and

           (2) the consolidated interest expense of such Person and its
Restricted Subsidiaries that was capitalized during such period; and

           (3) any interest expense on Indebtedness of another Person that is
guaranteed by such Person or one of its Restricted Subsidiaries or secured by a
Lien on assets of such 

                                       7

<PAGE>   14

Person or one of its Restricted Subsidiaries (whether or not such Guarantee or
Lien is called upon);

excluding, however, any amount of such interest of any Restricted Subsidiary if
the net income of such Restricted Subsidiary is excluded in the calculation of
Consolidated EBITDA pursuant to clause (z) of the definition thereof (but only
in the same proportion as the net income of such Restricted Subsidiary is
excluded from the calculation of Consolidated EBITDA pursuant to clause (z) of
the definition thereof), in each case, on a consolidated basis and in accordance
with GAAP.

           "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company or the board of directors of a
Parent who:

           (1) was a member of such board of directors on the Issue Date; or

           (2) was nominated for election or elected to such board of directors
with the approval of a majority of the Continuing Directors who were members of
such board of directors at the time of such nomination or election or whose
election or appointment was previously so approved.

           "Corporate Trust Office of the Trustee" shall be at the address of
the Trustee specified in Section 10.02 or such other address as to which the
Trustee may give notice to the Issuers.

           "Credit Facilities" means, with respect to the Company and/or its
Restricted Subsidiaries, one or more debt facilities or commercial paper
facilities, in each case with banks or other institutional lenders providing for
revolving credit loans, term loans, receivables financing (including through the
sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit, in each
case, as amended, restated, modified, renewed, refunded, replaced or refinanced
in whole or in part from time to time.

           "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

           "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06, substantially in
the form of Exhibit A hereto, except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.

           "Depositary" means, with respect to the Global Notes, the Person
specified in Section 2.03 as the Depositary with respect to the Notes, and any
and all successors thereto appointed as depositary hereunder and having become
such pursuant to the applicable provision of this Indenture.

           "Disposition" means, with respect to any Person, any merger,
consolidation or other business combination involving such Person (whether or
not such Person is the surviving Person) or the sale, assignment, or transfer,
lease conveyance or other 

                                       8

<PAGE>   15

disposition of all or substantially all of such Person's assets or Capital
Stock.

           "Disqualified Stock" means any Capital Stock that, by its terms (or
by the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require the Company to repurchase such Capital
Stock upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Stock if the terms of such Capital Stock provide that
the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with Section 4.07.

           "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

           "Equity Offering" means any private or underwritten public offering
of Qualified Capital Stock of the Company or a Parent of which the gross
proceeds (x) to the Company or (y) received by the Company as a capital
contribution from such Parent, as the case may be, are at least $25 million.

           "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

           "Exchange Act" means the Securities Exchange Act of 1934, as amended.

           "Exchange Notes" means the Issuers' 10.00% Senior Notes due 2009,
containing terms substantially identical to the Initial Notes or any Initial
Additional Notes (except that (i) such Exchange Notes shall not contain terms
with respect to transfer restrictions and shall be registered under the
Securities Act and (ii) certain provisions relating to an increase in the stated
rate of interest thereon shall be eliminated), that are issued and exchanged for
(a) the Initial Notes, as provided for in the Registration Rights Agreement
relating to such Initial Notes and this Indenture or (b) such Initial Additional
Notes, as may be provided in any Registration Rights Agreement relating to such
Initial Additional Notes and this Indenture (including any amendment or
supplement thereto).

           "Exchange Offer" means an offer to exchange Initial Notes or Initial
Additional Notes, if any, for Exchange Notes pursuant to a Registration Rights
Agreement.

                                       9

<PAGE>   16

           "Exchange Offer Registration Statement" means a registration
statement relating to an Exchange Offer as may be provided in any Registration
Rights Agreement.

           "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries in existence on the Issue Date, until such amounts are
repaid.

           "Existing Notes Issue Date" means March 17, 1999.

           "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the Issue Date.

           "Global Note Legend" means the legend set forth in Section
2.06(g)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

           "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes.

           "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

           "Guarantee" or "guarantee" means a guarantee other than by
endorsement of negotiable instruments for collection in the ordinary course of
business, direct or indirect, in any manner including, without limitation, by
way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness, measured
as the lesser of the aggregate outstanding amount of the Indebtedness so
guaranteed and the face amount of the Guarantee.

           "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under:

           (1) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements;

           (2) interest rate option agreements, foreign currency exchange
agreements, foreign currency swap agreements; and

           (3) other agreements or arrangements designed to protect such Person
against fluctuations in interest and currency exchange rates.

           "Helicon Preferred Stock" means the preferred limited liability
company interest of Charter-Helicon LLC with an aggregate liquidation value of
$25 million outstanding on the Issue Date.

                                       10

<PAGE>   17

           "Holder" means a holder of the Notes.

           "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

           (1) in respect of borrowed money;

           (2) evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof);

           (3) in respect of banker's acceptances;

           (4) representing Capital Lease Obligations;

           (5) in respect of the balance deferred and unpaid of the purchase
price of any property, except any such balance that constitutes an accrued
expense or trade payable; or

           (6) representing the notional amount of any Hedging Obligations, if
and to the extent any of the preceding items (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by such Person of any indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date shall be:

           (1) the accreted value thereof, in the case of any Indebtedness
issued with original issue discount; and

           (2) the principal amount thereof, together with any interest thereon
that is more than 30 days past due, in the case of any other Indebtedness.

           "Indenture" means this Indenture, as amended or supplemented from
time to time.

           "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

           "Initial Additional Notes" means Additional Notes issued in an
offering not 


                                       11

<PAGE>   18

registered under the Securities Act.

           "Initial Notes" means the Issuers' 10.00% Senior Notes due 2009,
issued on the Issue Date (and any Notes issued in respect thereof pursuant to
Section 2.06, 2.07, 2.10, 3.03, 4.16 or 9.05).

           "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act that is not also a QIB.

           "Investment Grade Rating" means a rating equal to or higher than Baa3
(or the equivalent) by Moody's and BBB- (or the equivalent) by S&P.

           "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business), and
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.

           "Issue Date" means January 12, 2000.

           "Issuers" has the meaning assigned to it in the preamble to this
Indenture.

           "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

           "Letter of Transmittal" means the letter of transmittal to be
prepared by the Issuers and sent to all Holders of the Initial Notes or any
Initial Additional Notes for use by such Holders in connection with any Exchange
Offer.

           "Leverage Ratio" means, as of any date, the ratio of:

           (1) the Consolidated Indebtedness of the Company on such date to

           (2) the aggregate amount of Consolidated EBITDA for the Company for
the most recently ended fiscal quarter for which internal financial statements
are available multiplied by four (the "Reference Period").

In addition to the foregoing, for purposes of this definition, "Consolidated
EBITDA" shall be calculated on a pro forma basis after giving effect to

           (1) the issuance of the Notes;


                                       12

<PAGE>   19

           (2) the incurrence of the Indebtedness or the issuance of the
Disqualified Stock or other preferred stock of a Restricted Subsidiary (and the
application of the proceeds therefrom) giving rise to the need to make such
calculation and any incurrence or issuance (and the application of the proceeds
therefrom) or repayment of other Indebtedness or Disqualified Stock or other
preferred stock of a Restricted Subsidiary, other than the incurrence or
repayment of Indebtedness for ordinary working capital purposes, at any time
subsequent to the beginning of the Reference Period and on or prior to the date
of determination, as if such incurrence (and the application of the proceeds
thereof), or the repayment, as the case may be, occurred on the first day of the
Reference Period; and

           (3) any Dispositions or Asset Acquisitions (including, without
limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of such Person or one of its Restricted Subsidiaries
(including any person that becomes a Restricted Subsidiary as a result of such
Asset Acquisition) incurring, assuming or otherwise becoming liable for or
issuing Indebtedness, Disqualified Stock or preferred stock) made on or
subsequent to the first day of the Reference Period and on or prior to the date
of determination, as if such Disposition or Asset Acquisition (including the
incurrence, assumption or liability for any such Indebtedness, Disqualified
Stock or preferred stock and also including any Consolidated EBITDA associated
with such Asset Acquisition, including any cost savings adjustments in
compliance with Regulation S-X promulgated by the Commission) had occurred on
the first day of the Reference Period.

           "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

           "Management Fees" means the fees payable to Charter Communications,
Inc. pursuant to the management agreements between Charter Communications, Inc.
and Charter Communication Operating LLC, and between Charter Communications,
Inc. and Restricted Subsidiaries of the Company (including any Person that
becomes a Restricted Subsidiary of the Company in connection with the
acquisition of Bresnan Communications Company Limited Partnership), as such
agreements exist on the Issue Date (or on the date of such acquisition in the
case of the aforementioned Bresnan acquisition), including any amendment or
replacement thereof, provided that any such amendment or replacement is not more
disadvantageous to the Holders of the Notes in any material respect from such
management agreements existing on the Issue Date.

           "Moody's" means Moody's Investors Service, Inc. or any successor to
the rating agency business thereof.

           "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without 

                                       13

<PAGE>   20

limitation, any cash received upon the sale or other disposition of any non-cash
consideration received in any Asset Sale), net of the direct costs relating to
such Asset Sale, including, without limitation, legal, accounting and investment
banking fees, and sales commissions, and any relocation expenses incurred as a
result thereof or taxes paid or payable as a result thereof (including amounts
distributable in respect of owners', partners' or members' tax liabilities
resulting from such sale), in each case after taking into account any available
tax credits or deductions and any tax sharing arrangements and amounts required
to be applied to the repayment of Indebtedness.

           "Non-Recourse Debt" means Indebtedness:

           (1) as to which neither the Company nor any of its Restricted
Subsidiaries (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), (b) is directly or
indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

           (2) no default with respect to which (including any rights that the
holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit upon notice, lapse of time or both any holder of any
other Indebtedness (other than the Notes) of the Company or any of its
Restricted Subsidiaries to declare a default on such other Indebtedness or cause
the payment thereof to be accelerated or payable prior to its stated maturity;
and

           (3) as to which the lenders have been notified in writing that they
will not have any recourse to the stock or assets of the Company or any of its
Restricted Subsidiaries.

           "Non-U.S. Person" means a Person who is not a U.S. Person.

           "Notes" means the Initial Notes, any Additional Notes and the
Exchange Notes.

           "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

           "Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Vice-President of such Person.

           "Officers' Certificate" means a certificate signed on behalf of the
Company or Charter Capital, 

                                       14

<PAGE>   21

as the case may be, by two Officers of the Company or Charter Capital, as the
case may be, one of whom must be the principal executive officer, the chief
financial officer or the treasurer of the Company or Charter Capital, as the
case may be, that meets the requirements of Section 10.05.

           "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
10.05. The counsel may be an employee of or counsel to the Issuers, any
Subsidiary of the Issuers or the Trustee.

           "Original Notes" means the Initial Notes and any Exchange Notes
issued in exchange therefor.

           "Other Notes" means the 10.25% Senior Notes due 2010 of the Issuers
in an aggregate principal amount not to exceed the principal amount issued on
the Issue Date, and the 11.75% Senior Discount Notes due 2010 of the Issuers in
an aggregate principal amount not to exceed the principal amount issued on the
Issue Date.

           "Parent" means Charter Communications, Inc. and/or Charter
Communications Holding Company, LLC, as applicable, and any successor Person or
any Person succeeding to the direct or indirect ownership of the Company.

           "Participant" means, with respect to the Depositary, Euroclear or
Cedel, a Person who has an account with the Depositary, Euroclear or Cedel,
respectively (and, with respect to DTC, shall include Euroclear and Cedel).

           "Permitted Investments" means:

           (1) any Investment by the Company in a Restricted Subsidiary of the
Company, or any Investment by a Restricted Subsidiary of the Company in the
Company;

           (2) any Investment in Cash Equivalents;

           (3) any Investment by the Company or any Restricted Subsidiary of the
Company in a Person, if as a result of such Investment:

                (a) such Person becomes a Restricted Subsidiary of the Company;
           or

                (b) such Person is merged, consolidated or amalgamated with or
      into, or transfers or conveys substantially all of its assets to, or is
      liquidated into, the Company or a Restricted Subsidiary of the Company;

           (4) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.11;

           (5) any Investment made out of the net cash proceeds of the issue and
sale since the Existing Notes Issue Date (other than to a Subsidiary of the
Company) of Equity Interests (other than Disqualified Stock) of the Company to
the extent that such net cash proceeds have not been applied to make a
Restricted Payment or to effect other transactions pursuant to Section 4.07 or
to the extent such net cash proceeds have not 

                                       15


<PAGE>   22

been used to incur Indebtedness pursuant to clause (10) of Section 4.10;

           (6) Investments in Productive Assets having an aggregate fair market
value (measured on the date each such Investment was made and without giving
effect to subsequent changes in value), when taken together with all other
Investments made pursuant to this clause (6) since the Existing Notes Issue
Date, not to exceed $150 million; provided that the Company or any of its
Restricted Subsidiaries, after giving effect to such Investments, will own at
least 20% of the Voting Stock of such Person;

           (7) other Investments in any Person having an aggregate fair market
value (measured on the date each such Investment was made and without giving
effect to subsequent changes in value), when taken together with all other
Investments made pursuant to this clause (7) since the Existing Notes Issue
Date, not to exceed $50 million; and

           (8) Investments in customers and suppliers in the ordinary course of
business which either (A) generate accounts receivable or (B) are accepted in
settlement of bona fide disputes.

           "Permitted Liens" means:

           (1) Liens on the assets of the Company securing Indebtedness and
other Obligations under clause (1) of Section 4.10;

           (2) Liens in favor of the Company;

           (3) Liens on property of a Person existing at the time such Person is
merged with or into or consolidated with the Company; provided that such Liens
were in existence prior to the contemplation of such merger or consolidation and
do not extend to any assets other than those of the Person merged into or
consolidated with the Company;

           (4) Liens on property existing at the time of acquisition thereof by
the Company; provided that such Liens were in existence prior to the
contemplation of such acquisition;

           (5) Liens to secure the performance of statutory obligations, surety
or appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business;

           (6) purchase money mortgages or other purchase money liens (including
without limitation any Capital Lease Obligations) incurred by the Company upon
any fixed or capital assets acquired after the Issue Date or purchase money
mortgages (including 

                                       16

<PAGE>   23

without limitation Capital Lease Obligations) on any such assets, whether or not
assumed, existing at the time of acquisition of such assets, whether or not
assumed, so long as (i) such mortgage or lien does not extend to or cover any of
the assets of the Company, except the asset so developed, constructed, or
acquired, and directly related assets such as enhancements and modifications
thereto, substitutions, replacements, proceeds (including insurance proceeds),
products, rents and profits thereof, and (ii) such mortgage or lien secures the
obligation to pay the purchase price of such asset, interest thereon and other
charges, costs and expenses (including, without limitation, the cost of design,
development, construction, acquisition, transportation, installation,
improvement, and migration) and incurred in connection therewith (or the
obligation under such Capital Lease Obligation) only;

           (7) Liens existing on the Issue Date (other than in connection with
the Credit Facilities);

           (8) Liens for taxes, assessments or governmental charges or claims
that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded; provided
that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor;

           (9) statutory and common law Liens of landlords and carriers,
warehousemen, mechanics, suppliers, materialmen, repairmen or other similar
Liens arising in the ordinary course of business and with respect to amounts not
yet delinquent or being contested in good faith by appropriate legal proceedings
promptly instituted and diligently conducted and for which a reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made;

           (10) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security;

           (11) Liens incurred or deposits made to secure the performance of
tenders, bids, leases, statutory or regulatory obligation, bankers' acceptance,
surety and appeal bonds, government contracts, performance and return-of-money
bonds and other obligations of a similar nature incurred in the ordinary course
of business (exclusive of obligations for the payment of borrowed money);

           (12) easements, rights-of-way, municipal and zoning ordinances and
similar charges, encumbrances, title defects or other irregularities that do not
materially interfere with the ordinary course of business of the Company or any
of its Restricted Subsidiaries;

           (13) Liens of franchisors or other regulatory bodies arising in the
ordinary course of business;

           (14) Liens arising from filing Uniform Commercial Code financing
statements regarding leases or other Uniform Commercial Code financing
statements for precautionary purposes relating to arrangements not constituting
Indebtedness;

                                       17

<PAGE>   24

           (15) Liens arising from the rendering of a final judgment or order
against the Company or any of its Restricted Subsidiaries that does not give
rise to an Event of Default;

           (16) Liens securing reimbursement obligations with respect to letters
of credit that encumber documents and other property relating to such letters of
credit and the products and proceeds thereof;

           (17) Liens encumbering customary initial deposits and margin
deposits, and other Liens that are within the general parameters customary in
the industry and incurred in the ordinary course of business, in each case,
securing Indebtedness under Hedging Obligations and forward contracts, options,
future contracts, future options or similar agreements or arrangements designed
solely to protect the Company or any of its Restricted Subsidiaries from
fluctuations in interest rates, currencies or the price of commodities;

           (18) Liens consisting of any interest or title of licensor in the
property subject to a license;

           (19) Liens on the Capital Stock of Unrestricted Subsidiaries;

           (20) Liens arising from sales or other transfers of accounts
receivable which are past due or otherwise doubtful of collection in the
ordinary course of business;

           (21) Liens incurred in the ordinary course of business of the Company
with respect to obligations which in the aggregate do not exceed $50 million at
any one time outstanding;

           (22) Liens in favor of the Trustee arising under the provisions in
this Indenture and in the indentures relating to the Other Notes, in each case
under Section 7.07; and

           (23) Liens in favor of the Trustee for its benefit and the benefit of
Holders and the holders of the Other Notes, as their respective interests
appear.

           "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund, other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that unless permitted otherwise
by this Indenture, no Indebtedness of the Company or any of its Restricted
Subsidiaries, may be issued in exchange for, nor the net proceeds of such
Indebtedness be used to extend, refinance, renew, replace, defease or refund
Indebtedness of the Company or any of its Restricted Subsidiaries; provided,
further, that:

           (1) the principal amount (or accreted value, if applicable) of such
Permitted Refinancing Indebtedness does not exceed the principal amount of (or
accreted value, if applicable), plus accrued interest and premium, if any, on,
the Indebtedness so extended, 

                                       18

<PAGE>   25

refinanced, renewed, replaced, defeased or refunded (plus the amount of
reasonable expenses incurred in connection therewith);

           (2) such Permitted Refinancing Indebtedness has a final maturity date
later than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded;

           (3) if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the Notes,
such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and is subordinated in right of payment to, the Notes on
terms at least as favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; and

           (4) such Indebtedness is incurred either by the Company or by any of
its Restricted Subsidiaries who is the obligor on the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded.

           "Person" means any individual, corporation, partnership, joint
venture, association, limited liability company, joint stock company, trust,
unincorporated organization, government or agency or political subdivision
thereof or any other entity.

           "Principal" means Paul G. Allen.

           "Private Placement Legend" means the legend set forth in Section
2.06(g)(i)(A) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

           "Productive Assets" means assets (including assets of a referent
Person owned directly or indirectly through ownership of Capital Stock) of a
kind used or useful in the Cable Related Business.

           "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

           "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Stock.

           "Rating Agencies" means Moody's and S&P.

           "Registration Rights Agreement" means (a) the Exchange and
Registration 

                                       19

<PAGE>   26

Rights Agreement dated as of the Issue Date among the Issuers and the initial
purchasers named therein with respect to the Initial Notes and (b) any
registration rights agreement among the Issuers and the initial purchasers named
therein with respect to any Initial Additional Notes.

           "Regulation S" means Regulation S promulgated under the Securities
Act.

           "Regulation S Global Note" means a global note substantially in the
form of Exhibit A hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of, and registered in the name
of, the Depositary or its nominee that will be issued in an initial denomination
equal to the outstanding principal amount of the Initial Notes or any Initial
Additional Notes, in each case, initially sold in reliance on Rule 903 of
Regulation S.

           "Related Party" means:

           (1) the spouse or an immediate family member, estate or heir of the
Principal; or

           (2) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or Persons beneficially holding an
80% or more controlling interest of which consist of the Principal and/or such
other Persons referred to in the immediately preceding clause (1).

           "Responsible Officer," when used with respect to the Trustee, means
any officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

           "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

           "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

           "Restricted Investment" means an Investment other than a Permitted
Investment.

           "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

           "Rule 144" means Rule 144 promulgated under the Securities Act.

           "Rule 144A" means Rule 144A promulgated under the Securities Act.

           "Rule 903" means Rule 903 promulgated under the Securities Act.

           "Rule 904" means Rule 904 promulgated under the Securities Act.

                                       20

<PAGE>   27

           "S&P" means Standard & Poor's Ratings Service, a division of the
McGraw-Hill Companies, Inc. or any successor to the rating agency business
thereof.

           "Securities Act" means the Securities Act of 1933, as amended.

           "Shelf Registration Statement" means a "shelf" registration statement
providing for the registration of, and the sale on a continuous or delayed basis
of, the Initial Notes or any Initial Additional Notes as may be provided in any
Registration Rights Agreement.

           "Significant Subsidiary" means any Restricted Subsidiary of the
Company which is a "Significant Subsidiary" as defined in Rule 1-02(w) of
Regulation S-X under the Exchange Act.

           "Special Interest" means special or additional interest in respect of
the Notes that is payable by the Issuers as liquidated damages upon specified
registration defaults pursuant to any Registration Rights Agreement.

           "Stated Maturity" means, with respect to any installment of interest
or principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness on the Issue Date, or, if none, the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

           "Subsidiary" means, with respect to any Person:

           (1) any corporation, association or other business entity of which at
least 50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person (or a combination thereof) and, in the case of any such entity of
which 50% of the total voting power of shares of Capital Stock is so owned or
controlled by such Person or one or more of the other Subsidiaries of such
Person, such Person and its Subsidiaries also has the right to control the
management of such entity pursuant to contract or otherwise; and

           (2) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

                                       21

<PAGE>   28

           "Tax" shall mean any tax, duty, levy, impost, assessment or other
governmental charge (including penalties, interest and any other liabilities
related thereto).

           "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, then "TIA" means, to the extent required by
such amendment, the Trust Indenture Act of 1939 as so amended.

           "Trustee" means Harris Trust and Savings Bank until a successor
replaces Harris Trust and Savings Bank in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

           "Unrestricted Definitive Note" means one or more Definitive Notes
that do not bear and are not required to bear the Private Placement Legend.

           "Unrestricted Global Note" means a permanent global note
substantially in the form of Exhibit A attached hereto that bears the Global
Note Legend and that has the "Schedule of Exchanges of Interests in the Global
Note" attached thereto, and that is deposited with or on behalf of and
registered in the name of the Depositary, representing a series of Notes that do
not bear the Private Placement Legend.

           "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a Board Resolution, but only to the extent that such
Subsidiary:

           (1) has no Indebtedness other than Non-Recourse Debt;

           (2) is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the Company
unless the terms of any such agreement, contract, arrangement or understanding
are no less favorable to the Company or such Restricted Subsidiary than those
that might be obtained at the time from Persons who are not Affiliates of the
Company unless such terms constitute Investments permitted by the covenant
described above under Section 4.08;

           (3) is a Person with respect to which neither the Company nor any of
its Restricted Subsidiaries has any direct or indirect obligation (a) to
subscribe for additional Equity Interests or (b) to maintain or preserve such
Person's financial condition or to cause such Person to achieve any specified
levels of operating results;

           (4) has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of the Company or any of its Restricted
Subsidiaries; and

           (5) has at least one director on its board of directors that is not a
director or executive officer of the Company or any of its Restricted
Subsidiaries, or has at least one executive officer that is not a director or
executive officer of the Company or any of its Restricted Subsidiaries.

           "U.S. Person" means a U.S. person as defined in Rule 902(o) under the

                                       22

<PAGE>   29

Securities Act.

           "Voting Stock" of any Person as of any date means the Capital Stock
of such Person that is at the time entitled to vote in the election of the board
of directors of such Person.

           "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

           (1) the sum of the products obtained by multiplying (a) the amount of
each then remaining installment, sinking fund, serial maturity or other required
payments of principal, including payment at final maturity, in respect thereof,
by (b) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment; by

           (2) the then outstanding principal amount of such Indebtedness.

           "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person and/or by one or more Wholly Owned Restricted
Subsidiaries of such Person.

                         Section 1.02. Other Definitions.


<TABLE>
<CAPTION>
                                             Defined in
Term                                           Section
----                                         ----------
<S>                                          <C> 
"Affiliate Transaction" ..............          4.13
"Asset Sale Offer" ...................          3.03
"Authentication Order" ...............          2.02
"Change of Control Offer" ............          4.16
"Change of Control Payment" ..........          4.16
"Change of Control Payment Date" .....          4.16
"Covenant Defeasance" ................          8.03
"DTC" ................................          2.03
"Event of Default" ...................          6.01
"Excess Proceeds" ....................          4.11
"incur" ..............................          4.10
"Legal Defeasance" ...................          8.02
"Offer Period" .......................          3.03
"Paying Agent" .......................          2.03
"Payment Default" ....................          6.01
"Permitted Debt" .....................          4.10
"Preferred Stock Financing" ..........          4.10
"Purchase Date" ......................          3.03
"Registrar" ..........................          2.03
"Restricted Payments" ................          4.07
</TABLE>


                                       23

<PAGE>   30


<TABLE>
<S>                                         <C> 
"Subordinated Debt Financing" ....          4.10
"Subordinated Notes" .............          4.10
"Subsidiary Guarantee" ...........          4.17
"Suspended Covenants" ............          4.19
</TABLE>


Section 1.03. Incorporation by Reference of Trust Indenture Act.

           Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

           The following TIA terms used in this Indenture have the following
meanings:

           "indenture securities" means the Notes;

           "indenture security Holder" means a Holder of a Note;

           "indenture to be qualified" means this Indenture;

           "indenture trustee" or "institutional trustee" means the Trustee; and

           "obligor" on the Notes means the Issuers and any successor obligor
upon the Notes.

           All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

Section 1.04. Rules of Construction.

           Unless the context otherwise requires:

           (a) a term has the meaning assigned to it;

           (b) an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;

           (c) "or" is not exclusive;

           (d) words in the singular include the plural, and in the plural
include the singular;

           (e) provisions apply to successive events and transactions;


                                       24

<PAGE>   31

           (f) references to sections of or rules under the Securities Act shall
be deemed to include substitute, replacement of successor sections or rules
adopted by the SEC from time to time;

           (g) references to any statute, law, rule or regulation shall be
deemed to refer to the same as from time to time amended and in effect and to
any successor statute, law, rule or regulation; and

           (h) references to any contract, agreement or instrument shall mean
the same as amended, modified, supplemented or amended and restated from time to
time, in each case, in accordance with any applicable restrictions contained in
this Indenture.

                               ARTICLE 2 THE NOTES

Section 2.01. Form and Dating.

           (a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof.

           The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Issuers and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

           (b) Global Notes. Notes issued in global form shall be substantially
in the form of Exhibit A attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and 

                                       25

<PAGE>   32

redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby shall be made by the Trustee or the custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06.

           (c) Euroclear and Cedel Procedures Applicable. The provisions of the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank"
and "Customer Handbook" of Cedel Bank shall be applicable to transfers of
beneficial interests in the Regulation S Global Notes that are held by
Participants through Euroclear or Cedel Bank.

Section 2.02. Execution and Authentication.

           Two Officers shall sign the Notes for each Issuer by manual or
facsimile signature.

           If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid.

           A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

           At any time and from time to time after the execution and delivery of
this Indenture, the Issuers may deliver Notes executed by the Issuers to the
Trustee for authentication; and the Trustee shall authenticate and deliver (i)
Initial Notes for original issue in the aggregate principal amount of
$675,000,000, (ii) Additional Notes from time to time for original issue in
aggregate principal amount specified by the Issuers not to exceed $325,000,000
and (iii) Exchange Notes from time to time for issue in exchange for a like
principal amount of Initial Notes or Initial Additional Notes, in each case
specified in clauses (i) through (iii) above, upon a written order of the
Issuers signed by an Officer of each of the Issuers (an "Authentication Order").
Such Authentication Order shall specify the amount of Notes to be authenticated
and the date on which the Notes are to be authenticated, whether such Notes are
Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to
be issued as one or more Global Notes and such other information as the Issuers
may include or the Trustee may reasonably request. The aggregate principal
amount of Notes outstanding at any time may not exceed $1,000,000,000 except as
provided in Section 2.07. On the Issue Date, the Issuers will issue $675,000,000
aggregate principal amount of Initial Notes.

           The Trustee may appoint an authenticating agent acceptable to the
Issuers to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Issuers.

Section 2.03. Registrar and Paying Agent.

                                       26

<PAGE>   33

           The Issuers shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Issuers may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Issuers may change any
Paying Agent or Registrar without notice to any Holder. The Issuers shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Issuers fail to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of
their Subsidiaries may act as Paying Agent or Registrar.

           The Issuers initially appoint The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

           The Issuers initially appoint the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04. Paying Agent to Hold Money in Trust.

           The Issuers shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, or interest on the Notes, and shall notify the
Trustee of any default by the Issuers in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Issuers at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Issuers or a Subsidiary) shall have no further
liability for the money. If the Issuers or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for
the Notes.

Section 2.05. Holder Lists.

           The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Issuers shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Issuers shall otherwise comply with TIA ss. 312(a).

Section 2.06. Transfer and Exchange.

           (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or 

                                       27

<PAGE>   34

by the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary. All Global Notes shall be exchanged by the Company
for Definitive Notes if:

                (i) the Issuers deliver to the Trustee notice from the
      Depositary that it is unwilling or unable to continue to act as Depositary
      or that it is no longer a clearing agency registered under the Exchange
      Act and, in either case, a successor Depositary is not appointed by the
      Issuers within 120 days after the date of such notice from the Depositary;
      or

                (ii) the Issuers in their sole discretion determine that the
      Global Notes (in whole but not in part) should be exchanged for Definitive
      Notes and deliver a written notice to such effect to the Trustee; or

                (iii) there shall have occurred and be continuing a Default or
      Event of Default with respect to the Notes.

           Upon the occurrence of any of the preceding events in (i), (ii) or
(iii) above, Definitive Notes shall be issued in such names as the Depositary
shall instruct the Trustee. Global Notes also may be exchanged or replaced, in
whole or in part, as provided in Sections 2.07 and 2.10. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a); however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f).

           (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                (i) Transfer of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Restricted Global Note may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in
      the same Restricted Global Note in accordance with the transfer
      restrictions set forth in the Private Placement Legend. Beneficial
      interests in any Unrestricted Global Note may be transferred to

                                       28

<PAGE>   35

      Persons who take delivery thereof in the form of a beneficial interest in
      an Unrestricted Global Note. No written orders or instructions shall be
      required to be delivered to the Registrar to effect the transfers
      described in this Section 2.06(b)(i).

                (ii) All Other Transfers and Exchanges of Beneficial Interests
      in Global Notes. In connection with all transfers and exchanges of
      beneficial interests that are not subject to Section 2.06(b)(i) above, the
      transferor of such beneficial interest must deliver to the Registrar
      either:

                      (A)(1) a written order from a Participant or an Indirect
           Participant given to the Depositary in accordance with the Applicable
           Procedures directing the Depositary to credit or cause to be credited
           a beneficial interest in another Global Note in an amount equal to
           the beneficial interest to be transferred or exchanged; and

                      (A)(2) instructions given in accordance with the
           Applicable Procedures containing information regarding the
           Participant account to be credited with such increase; or

                      (B)(1) a written order from a Participant or an Indirect
           Participant given to the Depositary in accordance with the Applicable
           Procedures directing the Depositary to cause to be issued a
           Definitive Note in an amount equal to the beneficial interest to be
           transferred or exchanged; and

                      (B)(2) instructions given by the Depositary to the
           Registrar containing information regarding the Person in whose name
           such Definitive Note shall be registered to effect the transfer or
           exchange referred to in (1) above.

      Upon consummation of an Exchange Offer by the Issuers in accordance with
      Section 2.06(f), the requirements of this Section 2.06(b)(ii) shall be
      deemed to have been satisfied upon receipt by the Registrar of the
      instructions contained in the Letter of Transmittal delivered by the
      holder of such beneficial interests in the Restricted Global Notes. Upon
      satisfaction of all of the requirements for transfer or exchange of
      beneficial interests in Global Notes contained in this Indenture and the
      Notes or otherwise applicable under the Securities Act, the Trustee shall
      adjust the principal amount of the relevant Global Note(s) pursuant to
      Section 2.06(h).

                (iii) Transfer of Beneficial Interests to Another Restricted
      Global Note. A beneficial interest in any Restricted Global Note may be
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in another Restricted Global Note if the transfer
      complies with the requirements of Section 2.06(b)(ii) above and the
      Registrar receives the following:

                      (A) if the transferee will take delivery in the form of a
           beneficial interest in the 144A Global Note, then the transferor must
           deliver a certificate in the form of Exhibit B hereto, including the
           certifications in item (1) thereof; and

                      (B) if the transferee will take delivery in the form of a
           beneficial 

                                       29

<PAGE>   36

           interest in the Regulation S Global Note, then the transferor must
           deliver a certificate in the form of Exhibit B hereto, including the
           certifications in item (2) thereof.

                (iv) Transfer and Exchange of Beneficial Interests in a
      Restricted Global Note for Beneficial Interests in an Unrestricted Global
      Note. A beneficial interest in any Restricted Global Note may be exchanged
      by any holder thereof for a beneficial interest in an Unrestricted Global
      Note or transferred to a Person who takes delivery thereof in the form of
      a beneficial interest in an Unrestricted Global Note if the exchange or
      transfer complies with the requirements of Section 2.06(b)(ii) above and:

                      (A) such exchange or transfer is effected pursuant to an
           Exchange Offer in accordance with a Registration Rights Agreement and
           the holder of the beneficial interest to be transferred, in the case
           of an exchange, or the transferee, in the case of a transfer,
           certifies in the applicable Letter of Transmittal that it is not (1)
           a broker-dealer, (2) a Person participating in the distribution of
           the relevant Exchange Notes or (3) a Person who is an affiliate (as
           defined in Rule 144) of the Issuers;

                      (B) such transfer is effected pursuant to a Shelf
           Registration Statement in accordance with a Registration Rights
           Agreement;

                      (C) such transfer is effected by a broker-dealer pursuant
           to an Exchange Registration Statement in accordance with a
           Registration Rights Agreement; or

                      (D) the Registrar receives the following:

                           (1) if the holder of such beneficial interest in a
                Restricted Global Note proposes to exchange such beneficial
                interest for a beneficial interest in an Unrestricted Global
                Note, a certificate from such holder in the form of Exhibit C
                hereto, including the certifications in item (1)(a) thereof; or

                           (2) if the holder of such beneficial interest in a
                Restricted Global Note proposes to transfer such beneficial
                interest to a Person who shall take delivery thereof in the form
                of a beneficial interest in an Unrestricted Global Note, a
                certificate from such holder in the form of Exhibit B hereto,
                including the certifications in item (4) thereof;

           and, in each such case set forth in this subparagraph (D), if the
           Registrar so requests or if the Applicable Procedures so require, an
           Opinion of Counsel in form reasonably acceptable to the Registrar to
           the effect that such exchange or transfer is in compliance with the
           Securities Act and that the restrictions on transfer contained herein
           and in the Private Placement Legend are no longer required in order
           to maintain compliance with the Securities Act.

                If any such transfer is effected pursuant to subparagraph (B) or
      (D) above at a time when an Unrestricted Global Note has not yet been
      issued, the Issuers shall issue and, upon receipt of an Authentication
      Order in accordance with Section 2.02, 

                                       30

<PAGE>   37

      the Trustee shall authenticate one or more Unrestricted Global Notes in an
      aggregate principal amount equal to the aggregate principal amount of
      beneficial interests transferred pursuant to subparagraph (B) or (D)
      above.

           Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

           (c) Transfer or Exchange of Beneficial Interests for Definitive 
Notes.

                (i) Beneficial Interests in Restricted Global Notes to
      Restricted Definitive Notes. If any holder of a beneficial interest in a
      Restricted Global Note proposes to exchange such beneficial interest for a
      Restricted Definitive Note or to transfer such beneficial interest to a
      Person who takes delivery thereof in the form of a Restricted Definitive
      Note, then, upon receipt by the Registrar of the following documentation:

                      (A) if the holder of such beneficial interest in a
           Restricted Global Note proposes to exchange such beneficial interest
           for a Restricted Definitive Note, a certificate from such holder in
           the form of Exhibit C hereto, including the certifications in item
           (2)(a) thereof;

                      (B) if such beneficial interest is being transferred to a
           QIB in accordance with Rule 144A under the Securities Act, a
           certificate to the effect set forth in Exhibit B hereto, including
           the certifications in item (1) thereof;

                      (C) if such beneficial interest is being transferred to a
           Non-U.S. Person in an offshore transaction in accordance with Rule
           903 or Rule 904 under the Securities Act, a certificate to the effect
           set forth in Exhibit B hereto, including the certifications in item
           (2) thereof;

                      (D) if such beneficial interest is being transferred
           pursuant to an exemption from the registration requirements of the
           Securities Act in accordance with Rule 144 under the Securities Act,
           a certificate to the effect set forth in Exhibit B hereto, including
           the certifications in item (3)(a) thereof;

                      (E) if such beneficial interest is being transferred to an
           Institutional Accredited Investor in reliance on an exemption from
           the registration requirements of the Securities Act other than those
           listed in subparagraphs (B) through (D) above, a certificate to the
           effect set forth in Exhibit B hereto, including the certifications,
           certificates and Opinion of Counsel required by item (3) thereof, if
           applicable;

                                       31

<PAGE>   38

                      (F) if such beneficial interest is being transferred to
           the Issuers or any of their Subsidiaries, a certificate to the effect
           set forth in Exhibit B hereto, including the certifications in item
           (3)(b) thereof; or

                      (G) if such beneficial interest is being transferred
           pursuant to an effective registration statement under the Securities
           Act, a certificate to the effect set forth in Exhibit B hereto,
           including the certifications in item (3)(c) thereof,

      the Trustee shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 2.06(h), and the
      Issuers shall execute and the Trustee shall authenticate and deliver to
      the Person designated in the instructions a Definitive Note in the
      appropriate principal amount. Any Definitive Note issued in exchange for a
      beneficial interest in a Restricted Global Note pursuant to this Section
      2.06(c) shall be registered in such name or names and in such authorized
      denomination or denominations as the holder of such beneficial interest
      shall instruct the Registrar through instructions from the Depositary and
      the Participant or Indirect Participant. The Trustee shall deliver such
      Definitive Notes to the Persons in whose names such Notes are so
      registered. Any Definitive Note issued in exchange for a beneficial
      interest in a Restricted Global Note pursuant to this Section 2.06(c)(i)
      shall bear the Private Placement Legend and shall be subject to all
      restrictions on transfer contained therein.

                (ii) Beneficial Interests in Restricted Global Notes to
      Unrestricted Definitive Notes. A holder of a beneficial interest in a
      Restricted Global Note may exchange such beneficial interest for an
      Unrestricted Definitive Note or may transfer such beneficial interest to a
      Person who takes delivery thereof in the form of an Unrestricted
      Definitive Note only if:

                      (A) such exchange or transfer is effected pursuant to an
           Exchange Offer in accordance with a Registration Rights Agreement and
           the holder of such beneficial interest, in the case of an exchange,
           or the transferee, in the case of a transfer, certifies in the
           applicable Letter of Transmittal that it is not (1) a broker-dealer,
           (2) a Person participating in the distribution of the relevant
           Exchange Notes or (3) a Person who is an affiliate (as defined in
           Rule 144) of the Issuers;

                      (B) such transfer is effected pursuant to a Shelf
           Registration Statement in accordance with a Registration Rights
           Agreement;

                      (C) such transfer is effected by a broker-dealer pursuant
           to an Exchange Registration Statement in accordance with a
           Registration Rights Agreement; or

                      (D) the Registrar receives the following:

                           (1) if the holder of such beneficial interest in a
                Restricted Global Note proposes to exchange such beneficial
                interest for a Definitive Note that 

                                       32

<PAGE>   39

                does not bear the Private Placement Legend, a certificate from
                such holder in the form of Exhibit C hereto, including the
                certifications in item (1)(b) thereof; or

                           (2) if the holder of such beneficial interest in a
                Restricted Global Note proposes to transfer such beneficial
                interest to a Person who shall take delivery thereof in the form
                of a Definitive Note that does not bear the Private Placement
                Legend, a certificate from such holder in the form of Exhibit B
                hereto, including the certifications in item (4) thereof;

      and, in each such case set forth in this subparagraph (D), if the
      Registrar so requests or if the Applicable Procedures so require, an
      Opinion of Counsel in form reasonably acceptable to the Registrar to the
      effect that such exchange or transfer is in compliance with the Securities
      Act and that the restrictions on transfer contained herein and in the
      Private Placement Legend are no longer required in order to maintain
      compliance with the Securities Act.

                (iii) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. If any holder of a beneficial interest in
      an Unrestricted Global Note proposes to exchange such beneficial interest
      for a Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Definitive Note, then, upon
      satisfaction of the conditions set forth in Section 2.06(b)(ii), the
      Trustee shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 2.06(h), and the
      Issuers shall execute and the Trustee shall authenticate and deliver to
      the Person designated in the instructions a Definitive Note in the
      appropriate principal amount. Any Definitive Note issued in exchange for a
      beneficial interest pursuant to this Section 2.06(c)(iii) shall be
      registered in such name or names and in such authorized denomination or
      denominations as the holder of such beneficial interest shall instruct the
      Registrar through instructions from the Depositary and the Participant or
      Indirect Participant. The Trustee shall deliver such Definitive Notes to
      the Persons in whose names such Notes are so registered. Any Definitive
      Note issued in exchange for a beneficial interest pursuant to this Section
      2.06(c)(iii) shall not bear the Private Placement Legend.

           (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests in Global Notes.

                (i) Restricted Definitive Notes to Beneficial Interests in
      Restricted Global Notes. If any Holder of a Restricted Definitive Note
      proposes to exchange such Note for a beneficial interest in a Restricted
      Global Note or to transfer such Restricted Definitive Notes to a Person
      who takes delivery thereof in the form of a beneficial interest in a
      Restricted Global Note, then, upon receipt by the Registrar of the
      following documentation:

                      (A) if the Holder of such Restricted Definitive Note
           proposes to exchange such Note for a beneficial interest in a
           Restricted Global Note, a certificate from such Holder in the form of
           Exhibit C hereto, including the certifications in item (2)(b)
           thereof;

                                       33

<PAGE>   40

                      (B) if such Restricted Definitive Note is being
           transferred to a QIB in accordance with Rule 144A under the
           Securities Act, a certificate to the effect set forth in Exhibit B
           hereto, including the certifications in item (1) thereof;

                      (C) if such Restricted Definitive Note is being
           transferred to a Non-U.S. Person in an offshore transaction in
           accordance with Rule 903 or Rule 904 under the Securities Act, a
           certificate to the effect set forth in Exhibit B hereto, including
           the certifications in item (2) thereof;

                      (D) if such Restricted Definitive Note is being
           transferred pursuant to an exemption from the registration
           requirements of the Securities Act in accordance with Rule 144 under
           the Securities Act, a certificate to the effect set forth in Exhibit
           B hereto, including the certifications in item (3)(a) thereof;

                      (E) if such Restricted Definitive Note is being
           transferred to an Institutional Accredited Investor in reliance on an
           exemption from the registration requirements of the Securities Act
           other than those listed in subparagraphs (B) through (D) above, a
           certificate to the effect set forth in Exhibit B hereto, including
           the certifications, certificates and Opinion of Counsel required by
           item (3) thereof, if applicable;

                      (F) if such Restricted Definitive Note is being
           transferred to the Company or any of its Subsidiaries, a certificate
           to the effect set forth in Exhibit B hereto, including the
           certifications in item (3)(b) thereof; or

                      (G) if such Restricted Definitive Note is being
           transferred pursuant to an effective registration statement under the
           Securities Act, a certificate to the effect set forth in Exhibit B
           hereto, including the certifications in item (3)(c) thereof,

      the Trustee shall cancel the Restricted Definitive Note, increase or cause
      to be increased the aggregate principal amount of, in the case of clause
      (A) above, the appropriate Restricted Global Note, in the case of clause
      (B) above, the 144A Global Note, in the case of clause (C) above, the
      Regulation S Global Note.

                (ii) Restricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Restricted Definitive Note to a Person who takes
      delivery thereof in the form of a beneficial interest in an Unrestricted
      Global Note only if:

                                       34

<PAGE>   41

                      (A) such exchange or transfer is effected pursuant to an
           Exchange Offer in accordance with a Registration Rights Agreement and
           the Holder, in the case of an exchange, or the transferee, in the
           case of a transfer, certifies in the applicable Letter of Transmittal
           that it is not (1) a broker-dealer, (2) a Person participating in the
           distribution of the relevant Exchange Notes or (3) a Person who is an
           affiliate (as defined in Rule 144) of the Issuers;

                      (B) such transfer is effected pursuant to a Shelf
           Registration Statement in accordance with a Registration Rights
           Agreement;

                      (C) such transfer is effected by a broker-dealer pursuant
           to an Exchange Registration Statement in accordance with a
           Registration Rights Agreement; or

                      (D) the Registrar receives the following:

                           (1) if the Holder of such Definitive Notes proposes
                to exchange such Notes for a beneficial interest in the
                Unrestricted Global Note, a certificate from such Holder in the
                form of Exhibit C hereto, including the certifications in item
                (1)(c) thereof; or

                           (2) if the Holder of such Definitive Notes proposes
                to transfer such Notes to a Person who shall take delivery
                thereof in the form of a beneficial interest in the Unrestricted
                Global Note, a certificate from such Holder in the form of
                Exhibit B hereto, including the certifications in item (4)
                thereof;

           and, in each such case set forth in this subparagraph (D), if the
           Registrar so requests or if the Applicable Procedures so require, an
           Opinion of Counsel in form reasonably acceptable to the Registrar to
           the effect that such exchange or transfer is in compliance with the
           Securities Act and that the restrictions on transfer contained herein
           and in the Private Placement Legend are no longer required in order
           to maintain compliance with the Securities Act.

      Upon satisfaction of the conditions of any of the subparagraphs in this
      Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and
      increase or cause to be increased the aggregate principal amount of the
      Unrestricted Global Note.

                (iii) Unrestricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Definitive Notes to a Person who takes delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note at any time. Upon receipt of a request for such an exchange or
      transfer, the Trustee shall cancel the applicable Unrestricted Definitive
      Note and increase or cause to be increased the aggregate principal amount
      of one of the Unrestricted Global Notes.

                If any such exchange or transfer from a Definitive Note to a
      beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D)
      or (iii) above at a time 

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<PAGE>   42

      when an Unrestricted Global Note has not yet been issued, the Issuers
      shall issue and, upon receipt of an Authentication Order in accordance
      with Section 2.02, the Trustee shall authenticate one or more Unrestricted
      Global Notes in an aggregate principal amount equal to the principal
      amount of Definitive Notes so transferred.

           (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                (i) Restricted Definitive Notes to Restricted Definitive Notes.
      Any Restricted Definitive Note may be transferred to and registered in the
      name of Persons who take delivery thereof in the form of a Restricted
      Definitive Note if the Registrar receives the following:

                      (A) if the transfer will be made pursuant to Rule 144A
           under the Securities Act, then the transferor must deliver a
           certificate in the form of Exhibit B hereto, including the
           certifications in item (1) thereof;

                      (B) if the transfer will be made pursuant to Rule 903 or
           Rule 904, then the transferor must deliver a certificate in the form
           of Exhibit B hereto, including the certifications in item (2)
           thereof; and

                      (C) if the transfer will be made pursuant to any other
           exemption from the registration requirements of the Securities Act,
           then the transferor must deliver a certificate in the form of Exhibit
           B hereto, including the certifications, certificates and Opinion of
           Counsel required by item (3) thereof, if applicable.

                (ii) Restricted Definitive Notes to Unrestricted Definitive
      Notes. Any Restricted Definitive Note may be exchanged by the Holder
      thereof for an Unrestricted Definitive Note or transferred to a Person or
      Persons who take delivery thereof in the form of an Unrestricted
      Definitive Note if:

                      (A) such exchange or transfer is effected pursuant to an
           Exchange Offer in accordance with a Registration Rights Agreement and
           the Holder, in the case of an exchange, or the transferee, in the
           case of a transfer, certifies in the applicable Letter of Transmittal
           that it is not (1) a broker-dealer, (2) a Person participating in the
           distribution of the relevant Exchange Notes or (3) a Person who is an
           affiliate (as defined in Rule 144) of the Issuers;

                      (B) any such transfer is effected pursuant to a Shelf
           Registration Statement in accordance with a Registration Rights
           Agreement;

                                       36

<PAGE>   43

                      (C) any such transfer is effected by a broker-dealer
           pursuant to an Exchange Registration Statement in accordance with a
           Registration Rights Agreement; or

                      (D) the Registrar receives the following:

                           (1) if the Holder of such Restricted Definitive Notes
                proposes to exchange such Notes for an Unrestricted Definitive
                Note, a certificate from such Holder in the form of Exhibit C
                hereto, including the certifications in item (1)(d) thereof; or

                           (2) if the Holder of such Restricted Definitive Notes
                proposes to transfer such Notes to a Person who shall take
                delivery thereof in the form of an Unrestricted Definitive Note,
                a certificate from such Holder in the form of Exhibit B hereto,
                including the certifications in item (4) thereof;

           and, in each such case set forth in this subparagraph (D), if the
           Registrar so requests, an Opinion of Counsel in form reasonably
           acceptable to the Issuers to the effect that such exchange or
           transfer is in compliance with the Securities Act and that the
           restrictions on transfer contained herein and in the Private
           Placement Legend are no longer required in order to maintain
           compliance with the Securities Act.

                (iii) Unrestricted Definitive Notes to Unrestricted Definitive
      Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes
      to a Person who takes delivery thereof in the form of an Unrestricted
      Definitive Note. Upon receipt of a request to register such a transfer,
      the Registrar shall register the Unrestricted Definitive Notes pursuant to
      the instructions from the Holder thereof.

           (f) Exchange Offer. Upon the occurrence of an Exchange Offer in
accordance with a Registration Rights Agreement, the Issuers shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the relevant
Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the
Issuers, and accepted for exchange in the relevant Exchange Offer and (ii)
Definitive Notes in an aggregate principal amount equal to the principal amount
of the Restricted Definitive Notes accepted for exchange in the relevant
Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall
cause the aggregate principal amount of the applicable 

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<PAGE>   44

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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<PAGE>   45

      CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
      AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS
      GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
      2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
      TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND
      (III) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
      THE PRIOR WRITTEN CONSENT OF THE ISSUERS."

           (h) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11. At any
time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes,
the principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

           (i) General Provisions Relating to Transfers and Exchanges.

                (i) To permit registrations of transfers and exchanges, the
      Issuers shall execute and the Trustee shall authenticate Global Notes and
      Definitive Notes upon the Issuers' order or at the Registrar's request.

                (ii) No service charge shall be made to a holder of a beneficial
      interest in a Global Note or to a Holder of a Definitive Note for any
      registration of transfer or exchange, but the Issuers may require payment
      of a sum sufficient to cover any transfer tax or similar governmental
      charge payable in connection therewith (other than any such transfer taxes
      or similar governmental charge payable upon exchange or transfer pursuant
      to Sections 2.10, 3.06, 3.09, 4.11, 4.16 and 9.05).

                (iii) The Registrar shall not be required to register the
      transfer of or exchange any Note selected for redemption in whole or in
      part, except the 

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<PAGE>   46

      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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<PAGE>   47

except for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions, and those described in this Section as not
outstanding. Except as set forth in Section 2.09, a Note does not cease to be
outstanding because either of the Issuers or an Affiliate of the Issuers holds
the Note; however, Notes held by an Issuer or a Subsidiary of an Issuer shall
not be deemed to be outstanding for purposes of Section 3.07(b).

           If a Note is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

           If the principal amount of any Note is considered paid under Section
4.01, it ceases to be outstanding and interest on it ceases to accrue.

           If the Paying Agent (other than an Issuer, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

Section 2.09. Treasury Notes.

           In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by an
Issuer, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with an Issuer, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that a Responsible Officer of the Trustee knows are so owned shall be
so disregarded.

Section 2.10. Temporary Notes.

           Until certificates representing Notes are ready for delivery, the
Issuers may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Issuers
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Issuers shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

           Holders of temporary Notes shall be entitled to all of the benefits
of this Indenture.

Section 2.11. Cancellation.

           The Issuers at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement 

                                       41

<PAGE>   48

or cancellation and shall destroy canceled Notes. Certification of the
destruction of all canceled Notes shall be delivered to the Issuers. The Issuers
may not issue new Notes to replace Notes that they have paid or that have been
delivered to the Trustee for cancellation.

Section 2.12. Defaulted Interest.

           If the Issuers default in a payment of interest on the Notes, they
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes and in Section 4.01. The Issuers shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Issuers shall fix or cause to be fixed
each such special record date and payment date; provided that no such special
record date shall be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the
Issuers (or, upon the written request of the Issuers, the Trustee in the name
and at the expense of the Issuers) shall mail or cause to be mailed to Holders a
notice that states the special record date, the related payment date and the
amount of such interest to be paid.

                       ARTICLE 3 REDEMPTION AND PREPAYMENT

Section 3.01. Optional Redemption.

           The Notes will not be redeemable at the Issuers' option prior to
maturity.

Section 3.02. Mandatory Redemption.

           Except as otherwise provided in Section 4.11 or Section 4.16 below,
the Issuers shall not be required to make mandatory redemption payments with
respect to the Notes.

Section 3.03. Offer to Purchase by Application of Excess Proceeds.

           In the event that the Issuers shall be required to commence an offer
to all Holders to purchase Notes pursuant to Section 4.11 (an "Asset Sale
Offer"), they shall follow the procedures specified below.

           The Asset Sale Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
five Business Days after the 

                                       42

<PAGE>   49

termination of the Offer Period (the "Purchase Date"), the Issuers shall
purchase the principal amount of Notes required to be purchased pursuant to
Section 4.11 (the "Offer Amount") or, if less than the Offer Amount has been
tendered, all Notes tendered in response to the Asset Sale Offer. Payment for
any Notes so purchased shall be made in the same manner as interest payments are
made. Unless the Issuers default in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer shall cease to accrue interest after
the Purchase Date.

           If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no Special Interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

           Upon the commencement of an Asset Sale Offer the Issuers shall send,
by first class mail, a notice to the Trustee and each of the Holders, with a
copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

           (a) that the Asset Sale Offer is being made pursuant to this Section
3.03 and Section 4.11 and the length of time the Asset Sale Offer shall remain
open;

           (b) the Offer Amount, the purchase price and the Purchase Date;

           (c) that any Note not tendered or accepted for payment shall continue
to accrue interest;

           (d) that, unless the Issuers default in making such payment, any Note
accepted for payment pursuant to the Asset Sale Offer shall cease to accrue
interest after the Purchase Date;

           (e) that Holders electing to have a Note purchased pursuant to an
Asset Sale Offer or may elect to have Notes purchased in integral multiples of
$1,000 only;

           (f) that Holders electing to have a Note purchased pursuant to any
Asset Sale Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, or
transfer by book-entry transfer, to the Issuers, a depositary, if appointed by
the Issuers, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date;

           (g) that Holders shall be entitled to withdraw their election if the
Issuers, the depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased;

                                       43

<PAGE>   50

           (h) that, if the aggregate principal amount of Notes surrendered by
Holders exceeds the Offer Amount, the Issuers shall select the Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Issuers so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased); and

           (i) that Holders whose Notes were purchased only in part shall be
issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered (or transferred by book-entry transfer).

           On or before the Purchase Date, the Issuers shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officers' Certificate stating that such
Notes or portions thereof were accepted for payment by the Issuers in accordance
with the terms of this Section 3.03. The Issuers, the Depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by
the Issuers for purchase, and the Issuers shall promptly issue a new Note, and
the Trustee, upon written request from the Issuers, shall authenticate and mail
or deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

                               ARTICLE 4 COVENANTS

Section 4.01. Payment of Notes.

           The Issuers shall pay or cause to be paid the principal of, premium,
if any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Issuers or a Subsidiary thereof,
holds as of 10:00 a.m. New York City time on the due date money deposited by the
Issuers in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due. The Issuers shall pay all
Special Interest, if any, in the same manner on the dates and in the amounts set
forth in any Registration Rights Agreement.

           The Issuers shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal at the rate equal
to 1% per annum in 

                                       44

<PAGE>   51

excess of the then applicable interest rate on the Notes to the extent lawful;
they shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest (without regard to
any applicable grace period) at the same rate to the extent lawful.

Section 4.02. Maintenance of Office or Agency.

           The Issuers shall maintain in the Borough of Manhattan, the City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Issuers in respect of the Notes and this Indenture may be
served. The Issuers shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Issuers shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

           The Issuers may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Issuers of their obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Issuers shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

           The Issuers hereby designate the Harris Trust Company of New York, an
affiliate of the Trustee, as one such office or agency of the Issuers in
accordance with Section 2.03.

Section 4.03. Reports.

           Whether or not required by the Commission, so long as any Notes are
outstanding, the Issuers shall furnish to the Holders of Notes, within the time
periods specified in the Commission's rules and regulations:

           (1) all quarterly and annual financial information that would be
required to be contained in a filing with the Commission on Forms 10-Q and 10-K
if the Issuers were required to file such Forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
section and, with respect to the annual information only, a report on the annual
financial statements by the Company's certified independent accountants; and

           (2) all current reports that would be required to be filed with the
Commission on Form 8-K if the Issuers were required to file such reports.

           If the Issuers have designated any of their Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the 

                                       45

<PAGE>   52

preceding paragraph shall include a reasonably detailed presentation, either on
the face of the financial statements or in the footnotes thereto, and in

Management's Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations of the Company
and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the Company.

           In addition, whether or not required by the Commission, the Issuers
shall file a copy of all of the information and reports referred to in clauses
(1) and (2) above with the Commission for public availability within the time
periods specified in the Commission's rules and regulations (unless the
Commission will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request.

Section 4.04. Compliance Certificate.

           (a) The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year have been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

           (b) So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03 above shall be accompanied by a
written statement of the Company's independent public accountants (each of whom
shall be a firm of established national reputation) that in making the
examination necessary for certification of such financial statements, nothing
has come to their attention that would lead them to believe that the Company has
violated any provisions of Article 4 or Article 5 or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation. In the
event that, after the Company has used its reasonable best efforts to obtain the
written statement of the Company's independent public accountants required by
the provisions of this paragraph, such statement cannot be obtained, the Company
shall deliver, in satisfaction of its obligations under this Section 4.04, an
Officers' Certificate (A) certifying that it has used its reasonable best
efforts to obtain such required statement but was unable to do so and (B)
attaching the written statement of the Company's accountants that the Company


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<PAGE>   53

received in lieu thereof.

           (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.05. Taxes.

           The Company shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.

Section 4.06. Stay, Extension and Usury Laws.

           Each of the Issuers covenants (to the extent that it may lawfully do
so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and each of the
Issuers (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it shall not, by resort
to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such
power as though no such law has been enacted.

Section 4.07. Restricted Payments.

           The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

           (a) declare or pay any dividend or make any other payment or
distribution on account of the Company's or any of its Restricted Subsidiaries'
Equity Interests (including, without limitation, any payment in connection with
any merger or consolidation involving the Company or any of its Restricted
Subsidiaries) or to the direct or indirect holders of the Company's or any of
its Restricted Subsidiaries' Equity Interests in their capacity as such (other
than dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary
of the Company);

           (b) purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or consolidation
involving the Company) any 

                                       47

<PAGE>   54

Equity Interests of the Company or any direct or indirect parent of the Company
or any Restricted Subsidiary of the Company (other than any such Equity
Interests owned by the Company or any Restricted Subsidiary of the Company); or

           (c) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value, any Indebtedness that is
subordinated to the Notes, except a payment of interest or principal at the
Stated Maturity thereof (all such payments and other actions set forth in
clauses (a) through (c) above being collectively referred to as "Restricted
Payments"), unless, at the time of and after giving effect to such Restricted
Payment:

                (1) no Default or Event of Default shall have occurred and be
      continuing or would occur as a consequence thereof; and

                (2) the Company would, at the time of such Restricted Payment
      and after giving pro forma effect thereto as if such Restricted Payment
      had been made at the beginning of the applicable quarter period, have been
      permitted to incur at least $1.00 of additional Indebtedness pursuant to
      the Leverage Ratio test set forth in the first paragraph of Section 4.10;
      and

                (3) such Restricted Payment, together with the aggregate amount
      of all other Restricted Payments made by the Company and each of its
      Restricted Subsidiaries after the Existing Notes Issue Date (excluding
      Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7) and
      (8) of the next succeeding paragraph), shall not exceed, at the date of
      determination, the sum of:

                      (a) an amount equal to 100% of the Consolidated EBITDA of
           the Company since the Existing Notes Issue Date to the end of the
           Company's most recently ended full fiscal quarter for which internal
           financial statements are available, taken as a single accounting
           period, less the product of 1.2 times the Consolidated Interest
           Expense of the Company since the Existing Notes Issue Date to the end
           of the Company's most recently ended full fiscal quarter for which
           internal financial statements are available, taken as a single
           accounting period, plus

                      (b) an amount equal to 100% of Capital Stock Sale Proceeds
           less any such Capital Stock Sale Proceeds used in connection with (i)
           an Investment made pursuant to clause (5) of the definition of
           "Permitted Investments" or (ii) the incurrence of Indebtedness
           pursuant to clause (10) of Section 4.10, plus

                      (c) $100 million.

           So long as no Default has occurred and is continuing or would be
caused thereby, the preceding provisions shall not prohibit:

                (1) the payment of any dividend within 60 days after the date of
      declaration thereof, if at said date of declaration such payment would
      have complied with the provisions of this Indenture;

                                       48

<PAGE>   55

                (2) the redemption, repurchase, retirement, defeasance or other
      acquisition of any subordinated Indebtedness of the Company in exchange
      for, or out of the net proceeds of the substantially concurrent sale
      (other than to a Subsidiary of the Company) of, Equity Interests of the
      Company (other than Disqualified Stock); provided that the amount of any
      such net cash proceeds that are utilized for any such redemption,
      repurchase, retirement, defeasance or other acquisition shall be excluded
      from clause (3) (b) of the preceding paragraph;

                (3) the defeasance, redemption, repurchase or other acquisition
      of subordinated Indebtedness of the Company or any of its Restricted
      Subsidiaries with the net cash proceeds from an incurrence of Permitted
      Refinancing Indebtedness;

                (4) regardless of whether a Default then exists, the payment of
      any dividend or distribution to the extent necessary to permit direct or
      indirect beneficial owners of shares of Capital Stock of the Company to
      pay federal, state or local income tax liabilities that would arise solely
      from income of the Company or any of its Restricted Subsidiaries, as the
      case may be, for the relevant taxable period and attributable to them
      solely as a result of the Company (and any intermediate entity through
      which the Holder owns such shares) or any of its Restricted Subsidiaries
      being a limited liability company, partnership or similar entity for
      federal income tax purposes;

                (5) regardless of whether a Default then exists, the payment of
      any dividend by a Restricted Subsidiary of the Company to the holders of
      its common Equity Interests on a pro rata basis;

                (6) the payment of any dividend on the Helicon Preferred Stock
      or the redemption, repurchase, retirement or other acquisition of the
      Helicon Preferred Stock in an amount not in excess of its aggregate
      liquidation value;

                (7) the repurchase, redemption or other acquisition or
      retirement for value, or the payment of any dividend or distribution to
      the extent necessary to permit the repurchase, redemption or other
      acquisition or retirement for value, of any Equity Interests of the
      Company or a Parent held by any member of the Company's or such Parent's
      management pursuant to any management equity subscription agreement or
      stock option agreement in effect as of the date of this Indenture;
      provided that the aggregate price paid for all such repurchased, redeemed,
      acquired or retired Equity Interests shall not exceed $10 million in any
      fiscal year of the Company; and

                (8) payment of fees in connection with any acquisition, merger
      or similar transaction in an amount that does not exceed an amount equal
      to 1.25% of the transaction value of such acquisition, merger or similar
      transaction.

           The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or any of its
Restricted Subsidiaries pursuant to the Restricted Payment. The fair market
value of any assets or securities that are required to be valued by this
covenant shall be determined by the Board of Directors of the 

                                       49

<PAGE>   56

Company, whose resolution with respect thereto shall be delivered to the
Trustee. Such Board of Director's determination must be based upon an opinion or
appraisal issued by an accounting, appraisal or investment banking firm of
national standing if the fair market value exceeds $100 million. Not later than
the date of making any Restricted Payment, the Company shall deliver to the
Trustee an Officers' Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by
this Section 4.07 were computed, together with a copy of any fairness opinion or
appraisal required by this Indenture.

Section 4.08. Investments.

           The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

           (1) make any Restricted Investment; or

           (2) allow any Restricted Subsidiary of the Company to become an
Unrestricted Subsidiary,

unless, in each case:

           (1) no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof; and

           (2) the Company would, at the time of, and after giving effect to,
such Restricted Investment or such designation of a Restricted Subsidiary as an
Unrestricted Subsidiary, have been permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Leverage Ratio test set forth in the
first paragraph of Section 4.10.

           Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
preceding conditions and was permitted by this Section 4.08. If, at any time,
any Unrestricted Subsidiary would fail to meet the requirements as an
Unrestricted Subsidiary described in the definition of "Unrestricted
Subsidiary," it shall thereafter cease to be an Unrestricted Subsidiary for
purposes of this Indenture and any Indebtedness of such Subsidiary shall be
deemed to be incurred by a Restricted Subsidiary of the Company as of such date
and, if such Indebtedness is not permitted to be incurred as of such date under
Section 4.10, the Company shall be in default. The Board of Directors of the
Company may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation shall be deemed to be an incurrence
of Indebtedness by a Restricted Subsidiary of the 

                                       50

<PAGE>   57

Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall only be permitted if (1) such Indebtedness is permitted under
the covenant described under Section 4.10 calculated on a pro forma basis as if
such designation had occurred at the beginning of the Reference Period; and (2)
no Default or Event of Default would be in existence following such designation.

Section 4.09. Dividend and Other Payment Restrictions Affecting Subsidiaries.

           The Company shall not, directly or indirectly, create or permit to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary of the Company to:

           (1) pay dividends or make any other distributions on its Capital
Stock to the Company or any of its Restricted Subsidiaries, or with respect to
any other interest or participation in, or measured by, its profits, or pay any
indebtedness owed to the Company or any of its Restricted Subsidiaries;

           (2) make loans or advances to the Company or any of its Restricted
Subsidiaries; or

           (3) transfer any of its properties or assets to the Company or any of
its Restricted Subsidiaries.

However, the preceding restrictions shall not apply to encumbrances or
restrictions existing under or by reason of:

           (1) Existing Indebtedness as in effect on the Issue Date (including,
without limitation, the Credit Facilities) and any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings thereof, provided that such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings are no more restrictive, taken as a whole, with respect to such
dividend and other payment restrictions than those contained in such Existing
Indebtedness, as in effect on the Issue Date;

           (2) this Indenture, the Notes and the Other Notes;

           (3) applicable law;

           (4) any instrument governing Indebtedness or Capital Stock of a
Person acquired by the Company or any of its Restricted Subsidiaries as in
effect at the time of such acquisition (except to the extent such Indebtedness
was incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired; provided that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of the Indenture to be incurred;

           (5) customary non-assignment provisions in leases entered into in the
ordinary course of business and consistent with past practices;


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<PAGE>   58

           (6) purchase money obligations for property acquired in the ordinary
course of business that impose restrictions on the property so acquired of the
nature described in clause (3) of the preceding paragraph;

           (7) any agreement for the sale or other disposition of a Restricted
Subsidiary of the Company that restricts distributions by such Restricted
Subsidiary pending its sale or other disposition;

           (8) Permitted Refinancing Indebtedness; provided that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive, taken as a whole, than those contained in
the agreements governing the Indebtedness being refinanced;

           (9) Liens securing Indebtedness otherwise permitted to be incurred
pursuant to the provisions of the covenant described above under Section 4.14
that limit the right of the Company or any of its Restricted Subsidiaries to
dispose of the assets subject to such Lien;

           (10) provisions with respect to the disposition or distribution of
assets or property in joint venture agreements and other similar agreements
entered into in the ordinary course of business;

           (11) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business;

           (12) restrictions contained in the terms of Indebtedness permitted to
be incurred under Section 4.10; provided that such restrictions are no more
restrictive than the terms contained in the Credit Facilities as in effect on
the Issue Date; and

           (13) restrictions that are not materially more restrictive than
customary provisions in comparable financings and the management of the Company
determines that such restrictions will not materially impair the Company's
ability to make payments as required under the Notes.

Section 4.10. Incurrence of Indebtedness and Issuance of Preferred Stock.

           The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt) and the Company shall not issue any Disqualified Stock and shall not
permit any of their Restricted Subsidiaries to issue any shares of preferred
stock unless the Leverage Ratio would have been not greater than 8.75 to 1.0
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred, or the
Disqualified Stock had been issued, as the case may be, at the beginning of the
most recently ended fiscal quarter.

           So long as no Default shall have occurred and be continuing or would
be caused 

                                       52

<PAGE>   59

thereby, the first paragraph of this covenant shall not prohibit the incurrence
of any of the following items of Indebtedness (collectively, "Permitted Debt"):

           (1) the incurrence by the Company and its Restricted Subsidiaries of
Indebtedness under the Credit Facilities; provided that the aggregate principal
amount of all Indebtedness of the Company and its Restricted Subsidiaries
outstanding under all Credit Facilities after giving effect to such incurrence
does not exceed an amount equal to $3.5 billion less the aggregate amount of all
Net Proceeds of Asset Sales applied by the Company or any of its Subsidiaries in
the case of an Asset Sale since the Existing Notes Issue Date to repay
Indebtedness under a Credit Facility pursuant to Section 4.11;

           (2) the incurrence by the Company and its Restricted Subsidiaries of
Existing Indebtedness (other than the Credit Facilities);

           (3) the incurrence on the Issue Date by the Company and its
Restricted Subsidiaries of Indebtedness represented by the Notes (other than any
Additional Notes) and the Other Notes;

           (4) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage
financings or purchase money obligations, in each case, incurred for the purpose
of financing all or any part of the purchase price or cost of construction or
improvement (including, without limitation, the cost of design, development,
construction, acquisition, transportation, installation, improvement, and
migration) of Productive Assets of the Company or any of its Restricted
Subsidiaries, in an aggregate principal amount not to exceed $75 million at any
time outstanding;

           (5) the incurrence by the Company or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net
proceeds of which are used to refund, refinance or replace, in whole or in part,
Indebtedness (other than intercompany Indebtedness) that was permitted by this
Indenture to be incurred under the first paragraph of this covenant or clauses
(2) or (3) of this paragraph;

           (6) the incurrence by the Company or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among the Company and any
of its Wholly Owned Restricted Subsidiaries; provided that:

                (a) if the Company is the obligor on such Indebtedness, such
      Indebtedness must be expressly subordinated to the prior payment in full
      in cash of all Obligations with respect to the Notes; and

                (b)(i) any subsequent issuance or transfer of Equity Interests
      that results in 

                                       53

<PAGE>   60

      any such Indebtedness being held by a Person other than the Company or a
      Wholly Owned Restricted Subsidiary thereof and (ii) any sale or other
      transfer of any such Indebtedness to a Person that is not either the
      Company or a Wholly Owned Restricted Subsidiary thereof, shall be deemed,
      in each case, to constitute an incurrence of such Indebtedness by the
      Company or any of its Restricted Subsidiaries, as the case may be, that
      was not permitted by this clause (6);

           (7) the incurrence by the Company or any of its Restricted
Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing
or hedging interest rate risk with respect to any floating rate Indebtedness
that is permitted by the terms of the Indentures to be outstanding;

           (8) the guarantee by the Company of Indebtedness of a Restricted
Subsidiary of the Company that was permitted to be incurred by another provision
of this Section 4.10;

           (9) the incurrence by the Company or any of its Restricted
Subsidiaries of additional Indebtedness in an aggregate principal amount at any
time outstanding not to exceed $300 million;

           (10) the incurrence by the Company or any of its Restricted
Subsidiaries of additional Indebtedness in an aggregate principal amount at any
time outstanding not to exceed 200% of the net cash proceeds received by the
Company from the sale of its Equity Interests (other than Disqualified Stock)
after the Existing Notes Issue Date to the extent such net cash proceeds have
not been applied to make Restricted Payments or to effect other transactions
pursuant to Section 4.07 or to make Permitted Investments pursuant to clause (5)
of the definition thereof; and

           (11) the accretion or amortization of original issue discount and the
write up of Indebtedness in accordance with purchase accounting.

           For purposes of determining compliance with this Section 4.10, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (11) above,
or is entitled to be incurred pursuant to the first paragraph of this covenant,
the Company shall be permitted to classify and from time to time to reclassify
such item of Indebtedness on the date of its incurrence in any manner that
complies with this covenant. For avoidance of doubt, Indebtedness incurred
pursuant to a single agreement, instrument, program, facility or line of credit
may be classified as Indebtedness arising in part under one of the clauses
listed above, and in part under any one or more of the clauses listed above, to
the extent that such Indebtedness satisfies the criteria for such clauses.

           Notwithstanding the foregoing, in no event shall any Restricted
Subsidiary of the Company consummate a Subordinated Debt Financing or a
Preferred Stock Financing. A "Subordinated Debt Financing" or a "Preferred Stock
Financing", as the case may be, with respect to any Restricted Subsidiary of the
Company shall mean a public offering or private placement (whether pursuant to
Rule 144A under the Securities Act or otherwise) of Subordinated Notes or
preferred stock (whether or not such preferred stock constitutes Disqualified
Stock), as the case may be, of such Restricted Subsidiary to 

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<PAGE>   61

one or more purchasers (other than to one or more Affiliates of the Company).
"Subordinated Notes" with respect to any Restricted Subsidiary of the Company
shall mean Indebtedness of such Restricted Subsidiary that is contractually
subordinated in right of payment to any other Indebtedness of such Restricted
Subsidiary (including, without limitation, Indebtedness under the Credit
Facilities). The foregoing limitation shall not apply to (i) any Indebtedness or
preferred stock of any Person existing at the time such Person is merged with or
into or became a Subsidiary of the Company; provided that such Indebtedness or
preferred stock was not incurred or issued in connection with, or in
contemplation of, such Person merging with or into, or becoming a Subsidiary of,
the Company and (ii) any Indebtedness or preferred stock of a Restricted
Subsidiary issued in connection with, and as part of the consideration for, an
acquisition, whether by stock purchase, asset sale, merger or otherwise, in each
case involving such Restricted Subsidiary, which Indebtedness or preferred stock
is issued to the seller or sellers of such stock or assets; provided that such
Restricted Subsidiary is not obligated to register such Indebtedness or
preferred stock under the Securities Act or obligated to provide information
pursuant to Rule 144A under the Securities Act.

Section 4.11. Limitation on Asset Sales.

           The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

           (1) the Company or a Restricted Subsidiary of the Company, as the
case may be, receives consideration at the time of such Asset Sale at least
equal to the fair market value of the assets or Equity Interests issued or sold
or otherwise disposed of;

           (2) such fair market value is determined by the Company's Board of
Directors and evidenced by a resolution of such Board of Directors set forth in
an Officers' Certificate delivered to the Trustee; and

           (3) at least 75% of the consideration therefor received by the
Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents
or readily marketable securities.

           For purposes of this Section 4.11, each of the following shall be
deemed to be cash:

           (a) any liabilities (as shown on the Company's or such Restricted
Subsidiary's most recent balance sheet) of the Company or any Restricted
Subsidiary of the Company (other than contingent liabilities and liabilities
that are by their terms subordinated to the Notes) that are assumed by the
transferee of any such assets pursuant to a customary

                                       55

<PAGE>   62
novation agreement that releases the Company or such Restricted Subsidiary from
further liability;

           (b) any securities, notes or other obligations received by the
Company or any such Restricted Subsidiary from such transferee that are
converted by the Company or such Restricted Subsidiary into cash, Cash
Equivalents or readily marketable securities within 60 days after receipt
thereof (to the extent of the cash, Cash Equivalents or readily marketable
securities received in that conversion); and

           (c) Productive Assets.

           Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company or a Restricted Subsidiary of the Company, as the case may be,
may apply such Net Proceeds at its option:

           (1) to repay debt under the Credit Facilities or any other
Indebtedness of the Restricted Subsidiaries of the Company (other than
Indebtedness represented by a guarantee of a Restricted Subsidiary of the
Company); or

           (2) to invest in Productive Assets; provided that any Net Proceeds
which the Company or a Restricted Subsidiary of the Company, as the case may be,
has committed to invest in Productive Assets within 365 days of the applicable
Asset Sale may be invested in Productive Assets within two years of such Asset
Sale.

           Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph shall constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $25 million, the Issuers shall make
an Asset Sale Offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions requiring
offers to purchase or redeem with the proceeds of sales of assets to purchase
the maximum principal amount of Notes and such other pari passu Indebtedness
that may be purchased out of the Excess Proceeds (which amount includes the
entire amount of the Net Proceeds). The offer price in any Asset Sale Offer
shall be payable in cash and equal to 100% of principal amount plus accrued and
unpaid interest, if any, to the date of purchase. If any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Company may use such Excess
Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of Notes and such other pari passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and such other pari passu Indebtedness to be
purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the
amount of Excess Proceeds shall be reset at zero.

           In the event that the Issuers shall be required to commence an offer
to Holders to purchase Notes pursuant to this Section 4.11, they shall follow
the procedures specified in Section 3.03.

Section 4.12. Sale and Leaseback Transactions.

           The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company may enter 

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into a sale and leaseback transaction if:

           (1) the Company could have (a) incurred Indebtedness in an amount
equal to the Attributable Debt relating to such sale and leaseback transaction
under the Leverage Ratio test in the first paragraph of Section 4.10 and (b)
incurred a Lien to secure such Indebtedness pursuant to Section 4.14; and

           (2) the transfer of assets in that sale and leaseback transaction is
permitted by, and the Company applies the proceeds of such transaction in
compliance with, the covenant described above under Section 4.11.

           The foregoing restrictions do not apply to a sale and leaseback
transaction if the lease is for a period, including renewal rights, of not in
excess of three years.

Section 4.13. Transactions with Affiliates.

           The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless:

           (1) such Affiliate Transaction is on terms that are no less favorable
to the Company or the relevant Restricted Subsidiary than those that would have
been obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person; and

           (2) the Company delivers to the Trustee:

                (a) with respect to any Affiliate Transaction or series of
      related Affiliate Transactions involving aggregate consideration in excess
      of $15 million, a resolution of the Board of Directors of the Company set
      forth in an Officers' Certificate certifying that such Affiliate
      Transaction complies with this covenant and that such Affiliate
      Transaction has been approved by a majority of the members of such Board
      of Directors; and

                (b) with respect to any Affiliate Transaction or series of
      related Affiliate Transactions involving aggregate consideration in excess
      of $50 million, an opinion as to the fairness to the Holders of such
      Affiliate Transaction from a financial point of view issued by an
      accounting, appraisal or investment banking firm of national standing.

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           The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of the prior paragraph:

           (1) any existing employment agreement entered into by the Company or
any of its Subsidiaries and any employment agreement entered into by the Company
or any of its Restricted Subsidiaries in the ordinary course of business and
consistent with the past practice of the Company or such Restricted Subsidiary;

           (2) transactions between or among the Company and/or its Restricted
Subsidiaries;

           (3) payment of reasonable directors fees to Persons who are not
otherwise Affiliates of the Company and customary indemnification and insurance
arrangements in favor of directors, regardless of affiliation with the Company
or any of its Restricted Subsidiaries;

           (4) payment of management fees pursuant to management agreements
either (A) existing on the Issue Date or (B) entered into after the Issue Date,
to the extent that such management agreements provide for percentage fees no
higher than the percentage fees existing under the management agreements
existing on the Issue Date;

           (5) Restricted Payments that are permitted by Section 4.07 and
Restricted Investments that are permitted by Section 4.08; and

           (6) Permitted Investments.

Section 4.14. Liens.

           The Company shall not, directly or indirectly, create, incur, assume
or suffer to exist any Lien of any kind securing Indebtedness, Attributable Debt
or trade payables on any asset now owned or hereafter acquired, except Permitted
Liens.

Section 4.15. Corporate Existence.

           Subject to Article 5, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company or any such Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of the Company
and its Subsidiaries; provided, however, that the Company shall not be required
to preserve any such right, license or franchise, or the corporate, partnership
or other existence of any of its Subsidiaries (other than Charter Capital), if
the Board of Directors of the Company shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in
any material respect to the Holders of the Notes.

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<PAGE>   65

Section 4.16. Repurchase at the Option of Holders upon a Change of Control.

           If a Change of Control occurs, each Holder of Notes shall have the
right to require the Issuers to repurchase all or any part (equal to $1,000 or
an integral multiple thereof) of that Holder's Notes pursuant to a Change of
Control Offer. In the Change of Control Offer, the Issuers shall offer (a
"Change of Control Offer") a payment (the "Change of Control Payment") in cash
equal to 101% of the aggregate principal amount of Notes repurchased plus
accrued and unpaid interest thereon, if any, to the date of purchase.

           Within ten days following any Change of Control, the Issuers shall
mail a notice to each Holder (with a copy to the Trustee) describing the
transaction or transactions that constitute the Change of Control and stating:

           (a) the purchase price and the purchase date, which shall not exceed
30 Business Days from the date such notice is mailed (the "Change of Control
Payment Date");

           (b) that any Note not tendered shall continue to accrue interest;

           (c) that, unless the Issuers default in the payment of the Change of
Control Payment, all Notes accepted for payment pursuant to the Change of
Control Offer shall cease to accrue interest after the Change of Control Payment
Date;

           (d) that Holders electing to have any Notes purchased pursuant to a
Change of Control Offer shall be required to surrender the Notes, with the form
entitled "Option of Holder to Elect Purchase" on the reverse of the Notes
completed, to the Paying Agent at the address specified in the notice prior to
the close of business on the third Business Day preceding the Change of Control
Payment Date;

           (e) that Holders shall be entitled to withdraw their election if the
Paying Agent receives, not later than the close of business on the second
Business Day preceding the Change of Control Payment Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of Notes delivered for purchase, and a statement that such
Holder is withdrawing his election to have the Notes purchased; and

           (f) that Holders whose Notes are being purchased only in part shall
be issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered, which unpurchased portion must be equal to $1,000 in
principal amount or an integral multiple thereof.

           The Issuers shall comply with the requirements of Rule 14e-1 under
the Exchange Act (or any successor rules) and any other securities laws and
regulations thereunder to the extent such laws and regulations are applicable in
connection with the repurchase of the Notes as a result of a Change of Control.

           On the Change of Control Payment Date, the Issuers shall, to the
extent lawful:

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<PAGE>   66

           (a) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer;

           (b) deposit with the Paying Agent an amount equal to the Change of
Control Payment in respect of all Notes or portions thereof so tendered; and

           (c) deliver or cause to be delivered to the Trustee the Notes so
accepted together with an Officers' Certificate stating the aggregate principal
amount of Notes or portions thereof being purchased by the Issuers.

           The Paying Agent shall promptly pay to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each such new Note shall be in a
principal amount of $1,000 or an integral multiple thereof. The Company shall
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

           The provisions described above that require the Issuers to make a
Change of Control Offer following a Change of Control shall be applicable
regardless of whether or not any other provisions in this Indenture are
applicable. Except as described above with respect to a Change of Control, this
Indenture does not contain provisions that permit the Holders of the Notes to
require that the Issuers repurchase or redeem the Notes in the event of a
takeover, recapitalization or similar transaction.

           Notwithstanding any other provision of this Section 4.16, the Issuers
shall not be required to make a Change of Control Offer upon a Change of Control
if a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Issuers and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.

Section 4.17. Limitations on Issuances of Guarantees of Indebtedness.

           The Company shall not permit any of its Restricted Subsidiaries,
directly or indirectly, to Guarantee or pledge any assets to secure the payment
of any other Indebtedness of the Company except in respect of the Credit
Facilities (the "Guaranteed Indebtedness") unless (i) such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture providing for the
Guarantee (a "Subsidiary Guarantee") of the payment of the Notes by such
Restricted Subsidiary and (ii) until one year after all the Notes have been paid
in full in cash, such Restricted Subsidiary waives and will not in 

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any manner whatsoever claim or take the benefit or advantage of, any rights of
reimbursement, indemnity or subrogation or any other rights against the Company
or any other Restricted Subsidiary of the Company as a result of any payment by
such Restricted Subsidiary under its Subsidiary Guarantee; provided that this
paragraph shall not be applicable to any Guarantee or any Restricted Subsidiary
that existed at the time such Person became a Restricted Subsidiary and was not
incurred in connection with, or in contemplation of, such Person becoming a
Restricted Subsidiary. If the Guaranteed Indebtedness is subordinated to the
Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated
to the Subsidiary Guarantee at least to the extent that the Guaranteed
Indebtedness is subordinated to the Notes.

Section 4.18. Payments for Consent.

           The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, pay or cause to be paid any consideration to or for
the benefit of any Holder of Notes for or as an inducement to any consent,
waiver or amendment of any of the terms or provisions of this Indenture or the
Notes unless such consideration is offered to be paid and is paid to all Holders
of the Notes that consent, waive or agree to amend in the time frame set forth
in the solicitation documents relating to such consent, waiver or agreement.

Section 4.19. Application of Fall-Away Covenants.

           During any period of time that (a) the Notes have Investment Grade
Ratings from both Rating Agencies and (b) no Default or Event of Default has
occurred and is continuing, the Company and its Restricted Subsidiaries shall
not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12,
4.13 and clause (4) of the first paragraph of Section 5.01 (collectively, the
"Suspended Covenants"). In the event that the Company and its Restricted
Subsidiaries are not subject to the Suspended Covenants for any period of time
as a result of the preceding sentence and, subsequently, one or both of the
Rating Agencies withdraws its ratings or downgrades the ratings assigned to the
Notes below the required Investment Grade Ratings or a Default or Event of
Default occurs and is continuing, then the Company and its Restricted
Subsidiaries shall thereafter again be subject to the Suspended Covenants and
compliance with the Suspended Covenants with respect to the Restricted Payments
made after the time of such withdrawal, downgrade, Default or Event of Default
will be calculated in accordance with the terms of Section 4.07 as though such
covenant had been in effect during the entire period of time from the Issue
Date.

                              ARTICLE 5 SUCCESSORS

Section 5.01. Merger, Consolidation, or Sale of Assets.

           Neither of the Issuers may, directly or indirectly: (1) consolidate
or merge with or into another Person (whether or not such Issuer is the
surviving corporation); or (2) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of its properties or assets, in one or more
related transactions, to another Person; unless:

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<PAGE>   68

           (1) either: (a) such Issuer is the surviving corporation; or (b) the
Person formed by or surviving any such consolidation or merger (if other than
such Issuer) or to which such sale, assignment, transfer, conveyance or other
disposition shall have been made is a Person organized or existing under the
laws of the United States, any state thereof or the District of Columbia
(provided that if the Person formed by or surviving any such consolidation or
merger with either Issuer is a limited liability company or other Person other
than a corporation, a corporate co-issuer shall also be an obligor with respect
to the Notes);

           (2) the Person formed by or surviving any such consolidation or
merger (if other than the Company) or the Person to which such sale, assignment,
transfer, conveyance or other disposition shall have been made assumes all the
obligations of the Company under the Notes and this Indenture pursuant to
agreements reasonably satisfactory to the Trustee;

           (3) immediately after such transaction no Default or Event of Default
exists; and

           (4) the Company or the Person formed by or surviving any such
consolidation or merger (if other than the Company) will, on the date of such
transaction after giving pro forma effect thereto and any related financing
transactions as if the same had occurred at the beginning of the applicable
four-quarter period, either (A) be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Leverage Ratio test set forth in the
first paragraph of Section 4.10 or (B) have a Leverage Ratio immediately after
giving effect to such consolidation or merger no greater than the Leverage Ratio
immediately prior to such consolidation or merger.

           In addition, the Company may not, directly or indirectly, lease all
or substantially all of its properties or assets, in one or more related
transactions, to any other Person. This Section 5.01 shall not apply to a sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Company and any of its Wholly-Owned Subsidiaries.

Section 5.02. Successor Corporation Substituted.

           Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of either Issuer in accordance with Section 5.01, the successor Person formed by
such consolidation or into which either Issuer is merged or to which such
transfer is made shall succeed to and (except in the case of a lease) be
substituted for, and may exercise every right and power of, such Issuer under
this Indenture with the same effect as if such successor Person had been named
therein as such Issuer, and (except in the case of a lease) such Issuer shall be
released from the obligations under the Notes and this Indenture, except with
respect to any obligations that arise from, or are related to, such transaction.

                         ARTICLE 6 DEFAULTS AND REMEDIES

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Section 6.01. Events of Default.

           An "Event of Default" occurs if:

           (a) the Issuers default in the payment when due of interest on the
Notes and such default continues for a period of 30 days;

           (b) the Issuers default in payment when due of the principal of or
premium, if any, on the Notes;

           (c) the Company or any of its Restricted Subsidiaries fails to comply
with any of the provisions of Sections 4.16 or 5.01;

           (d) the Company or any of its Restricted Subsidiaries fails to comply
with any of their other covenants or agreements in this Indenture for 30 days
after written notice thereof has been given to the Company by the Trustee or to
the Company and the Trustee by Holders of at least 25% of the aggregate
principal amount of the Notes outstanding;

           (e) the Company or any of its Restricted Subsidiaries defaults under
any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed (or
the payment of which is guaranteed by the Company or any of its Restricted
Subsidiaries) whether such Indebtedness or guarantee now exists or is created
after the Issue Date, if that default:

                (1) is caused by a failure to pay at final stated maturity the
      principal amount on such Indebtedness prior to the expiration of the grace
      period provided in such Indebtedness on the date of such default (a
      "Payment Default"); or

                (2) results in the acceleration of such Indebtedness prior to
      its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$100 million or more;

           (f) the Company or any of its Restricted Subsidiaries fails to pay
final judgments which are non-appealable aggregating in excess of $100 million
(net of applicable insurance which has not been denied in writing by the
insurer), which judgments are not paid, discharged or stayed for a period of 60
days;

           (g) the Company or any of its Significant Subsidiaries pursuant to or
within the meaning of Bankruptcy Law:

                (i) commences a voluntary case,

                (ii) consents to the entry of an order for relief against it in
      an involuntary case,

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<PAGE>   70

                (iii) consents to the appointment of a custodian of it or for
      all or substantially all of its property, or

                (iv) makes a general assignment for the benefit of its
      creditors; or

           (h) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

                (i) is for relief against the Company or any of its Significant
      Subsidiaries in an involuntary case;

                (ii) appoints a custodian of the Company or any of its
      Significant Subsidiaries or for all or substantially all of the property
      of the Company or any of its Significant Subsidiaries; or

                (iii) orders the liquidation of the Company or any of its
      Significant Subsidiaries;

and the order or decree remains unstayed and in effect for 60 consecutive days.

Section 6.02. Acceleration.

           In the case of an Event of Default arising from clause (g) or (h) of
Section 6.01 with respect to the Company, all outstanding Notes shall become due
and payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the Trustee by notice to the Issuers or the
Holders of at least 25% in principal amount of the then outstanding Notes by
notice to the Issuers and the Trustee may declare all the Notes to be due and
payable immediately. The Holders of a majority in aggregate principal amount of
the Notes then outstanding by written notice to the Trustee may on behalf of all
of the Holders rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default (except nonpayment of principal, interest or premium that has become due
solely because of the acceleration) have been cured or waived.

Section 6.03. Other Remedies.

           If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of
the Notes or this Indenture.

           The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04. Waiver of Existing Defaults.

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<PAGE>   71

           Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium, if any, or interest on, the Notes
(including in connection with an offer to purchase) (provided, however, that the
Holders of a majority in aggregate principal amount of the then outstanding
Notes may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration). Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

Section 6.05. Control by Majority.

           Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability. The Trustee may take any other action which it
deems proper that is not inconsistent with any such directive.

Section 6.06. Limitation on Suits.

           A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes only if:

           (a) the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

           (b) the Holders of at least 25% in principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy;

           (c) such Holder of a Note or Holders of Notes offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense;

           (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

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<PAGE>   72

           (e) during such 60-day period the Holders of a majority in principal
amount of the then outstanding Notes do not give the Trustee a direction
inconsistent with the request.

           A Holder of a Note may not use this Indenture to prejudice the rights
of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

Section 6.07. Rights of Holders of Notes to Receive Payment.

           Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium, if any, and
interest on the Note, on or after the respective due dates expressed in the Note
(including in connection with an offer to purchase), or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

Section 6.08. Collection Suit by Trustee.

           If an Event of Default specified in Section 6.01(a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Issuers for the whole amount of
principal of, premium, if any, and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

Section 6.09. Trustee May File Proofs of Claim.

           The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Issuers
(or any other obligor upon the Notes), their creditors or their property and
shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 out of the
estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any 

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<PAGE>   73

Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

Section 6.10. Priorities.

           If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

      First: to the Trustee, its agents and attorneys for amounts due under
      Section 7.07, including payment of all compensation, expense and
      liabilities incurred, and all advances made, by the Trustee and the costs
      and expenses of collection;

      Second: to Holders of Notes for amounts due and unpaid on the Notes for
      principal, premium, if any, and interest, ratably, without preference or
      priority of any kind, according to the amounts due and payable on the
      Notes for principal, premium, if any and interest, respectively; and

      Third: to the Issuers or to such party as a court of competent
      jurisdiction shall direct.

           The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11. Undertaking for Costs.

           In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder of a
Note pursuant to Section 6.07, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                ARTICLE 7 TRUSTEE

Section 7.01. Duties of Trustee.

           (a) If an Event of Default has occurred and is continuing, the
Trustee shall 

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exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

           (b) Except during the continuance of an Event of Default:

                (i) the duties of the Trustee shall be determined solely by the
      express provisions of this Indenture and the Trustee need perform only
      those duties that are specifically set forth in this Indenture and no
      others, and no implied covenants or obligations shall be read into this
      Indenture against the Trustee; and

                (ii) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.
      However, the Trustee shall examine the certificates and opinions to
      determine whether or not they conform to the requirements of this
      Indenture.

           (c) The Trustee may not be relieved from liabilities for its own
gross negligent action, its own gross negligent failure to act, or its own
willful misconduct, except that:

                (i) this paragraph does not limit the effect of paragraph (b) of
      this Section;

                (ii) the Trustee shall not be liable for any error of judgment
      made in good faith by a Responsible Officer, unless it is proved that the
      Trustee was grossly negligent in ascertaining the pertinent facts; and

                (iii) the Trustee shall not be liable with respect to any action
      it takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05.

           (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01.

           (e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture at
the request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

           (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Issuers.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

           (g) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or documents.

Section 7.02. Rights of Trustee.

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           (a) The Trustee may conclusively rely upon any document believed by
it to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

           (b) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

           (c) The Trustee may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any agent appointed with
due care.

           (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

           (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from either of the Issuers shall be
sufficient if signed by an Officer of such Issuer.

           (f) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that might be incurred by it in compliance with such request or direction.

           (g) The Trustee shall not be charged with knowledge of any Default or
Event of Default unless either (i) a Responsible Officer of the Trustee shall
have actual knowledge of such Default or Event of Default or (ii) written notice
of such Default or Event of Default shall have been given to the Trustee by the
Issuers or any Holder.

Section 7.03. Individual Rights of Trustee.

           The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Issuers or any
Affiliate of the Issuers with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11.

Section 7.04. Trustee's Disclaimer.

           The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the 

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Issuers' use of the proceeds from the Notes or any money paid to the Issuers or
upon the Issuers' direction under any provision of this Indenture, it shall not
be responsible for the use or application of any money received by any Paying
Agent other than the Trustee, and it shall not be responsible for any statement
or recital herein or any statement in the Notes or any other document in
connection with the sale of the Notes or pursuant to this Indenture other than
its certificate of authentication.

Section 7.05. Notice of Defaults.

           If a Default or Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of
the Default or Event of Default within 90 days after the Trustee acquires
knowledge thereof. Except in the case of a Default or Event of Default in
payment of principal of, premium, if any, or interest on any Note, the Trustee
may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of the Holders of the Notes.

Section 7.06. Reports by Trustee to Holders of the Notes.

           Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA ss. 313(a) (but if no event described in
TIA ss. 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA ss.
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA ss. 313(c).

           A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA ss. 313(d). The
Issuers shall promptly notify the Trustee when the Notes are listed on any stock
exchange.

Section 7.07. Compensation and Indemnity.

           The Issuers shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Issuers shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

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           The Issuers shall, jointly and severally, indemnify the Trustee
against any and all losses, liabilities or expenses incurred by it arising out
of or in connection with the acceptance or administration of its duties under
this Indenture, including the costs and expenses of enforcing this Indenture
against the Issuers (including this Section 7.07) and defending itself against
any claim (whether asserted by the Issuers or any Holder or any other person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss, liability or expense may
be attributable to its gross negligence or willful misconduct. The Trustee shall
notify the Issuers promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of
their obligations hereunder. The Issuers shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers
need not pay for any settlement made without their consent, which consent shall
not be unreasonably withheld.

           The obligations of the Issuers this Section 7.07 shall survive
resignation or removal of the Trustee and the satisfaction and discharge of this
Indenture.

           To secure the Issuers' payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the resignation or removal
of the Trustee and the satisfaction and discharge of this Indenture.

           When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(g) or (h) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

           The Trustee shall comply with the provisions of TIA ss. 313(b)(2) to
the extent applicable.

Section 7.08. Replacement of Trustee.

           A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

           The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Issuers. The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Issuers in writing. The Issuers may remove the
Trustee if:

           (a) the Trustee fails to comply with Section 7.10;

           (b) the Trustee is adjudged a bankrupt or an insolvent or an order
for relief is entered with respect to the Trustee under any Bankruptcy Law;

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           (c) a custodian or public officer takes charge of the Trustee or its
property; or

           (d) the Trustee becomes incapable of acting.

           If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Issuers shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Issuers.

           If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuers, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

           If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

           A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuers. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee; provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Issuers' obligations under Section 7.07 shall continue for the benefit of
the retiring Trustee.

Section 7.09. Successor Trustee by Merger, etc.

           If the Trustee consolidates, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

Section 7.10. Eligibility; Disqualification.

           There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

           This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b).

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Section 7.11. Preferential Collection of Claims Against the Issuers.

           The Trustee is subject to TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated therein.

               ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

           The Issuers may, at the option of their respective Boards of
Directors evidenced by a resolution set forth in an Officers' Certificate of
each of the Issuers, at any time, elect to have either Section 8.02 or 8.03 be
applied to all outstanding Notes upon compliance with the conditions set forth
below in this Article 8.

Section 8.02. Legal Defeasance and Discharge.

           Upon the Issuers' exercise under Section 8.01 of the option
applicable to this Section 8.02, the Issuers shall, subject to the satisfaction
of the conditions set forth in Section 8.04, be deemed to have been discharged
from their obligations with respect to all outstanding Notes on the date the
conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For
this purpose, Legal Defeasance means that the Issuers shall be deemed to have
paid and discharged the entire Indebtedness represented by the outstanding
Notes, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 8.05 and the other Sections of this Indenture referred to in
(a) and (b) below, and to have satisfied all their other obligations under such
Notes and this Indenture (and the Trustee, on demand of and at the expense of
the Issuers, shall execute proper instruments acknowledging the same), except
for the following provisions which shall survive until otherwise terminated or
discharged hereunder:

           (a) the rights of Holders of outstanding Notes to receive payments in
respect of the principal of, premium, if any, and interest on such Notes when
such payments are due from the trust referred to below;

           (b) the Issuers' obligations with respect to the Notes concerning
issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or
stolen Notes and the maintenance of an office or agency for payment and money
for security payments held in trust;

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<PAGE>   80

           (c) the rights, powers, trusts, duties and immunities of the Trustee
and the Issuers' obligations in connection therewith; and

           (d) the Legal Defeasance provisions of this Indenture;

           Subject to compliance with this Article 8, the Issuers may exercise
their option under this Section 8.02 notwithstanding the prior exercise of their
option under Section 8.03.

Section 8.03. Covenant Defeasance.

           Upon the Issuers' exercise under Section 8.01 of the option
applicable to this Section 8.03, the Issuers shall, subject to the satisfaction
of the conditions set forth in Section 8.04, be released from their obligations
under the covenants contained in Article 5 and Sections 4.03, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17 and 4.19 with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Issuers may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01, but, except as
specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby. In addition, upon the Issuers' exercise under Section 8.01
of the option applicable to this Section 8.03, subject to the satisfaction of
the conditions set forth in Section 8.04, Sections 6.01(c) through 6.01(f) shall
not constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance.

           The following shall be the conditions to the application of either
Section 8.02 or 8.03 to the outstanding Notes:

           In order to exercise either Legal Defeasance or Covenant Defeasance:

           (1) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest on the
outstanding Notes on the stated maturity or on the applicable redemption date,
as the case may be, and the Company must specify whether the Notes are being
defeased to maturity or to a particular redemption date;

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<PAGE>   81

           (2) in the case of Legal Defeasance, the Company shall have delivered
to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that (a) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has
been a change in the applicable federal income tax law, in either case to the
effect that, and based thereon such opinion of counsel shall confirm that, the
Holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Legal Defeasance had not
occurred;

           (3) in the case of Covenant Defeasance, the Company shall have
delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that the Holders of the outstanding Notes will not recognize
income, gain or loss for federal income tax purposes as a result of such
Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;

           (4) no Default or Event of Default shall have occurred and be
continuing either: (a) on the date of such deposit (other than a Default or
Event of Default resulting from the borrowing of funds to be applied to such
deposit); or (b) or insofar as Events of Default from bankruptcy or insolvency
events are concerned, at any time in the period ending on the 91st day after the
date of deposit;

           (5) such Legal Defeasance or Covenant Defeasance will not result in a
breach or violation of, or constitute a default under any material agreement or
instrument (other than this Indenture) to which the Company or any of the
Restricted Subsidiaries is a party or by which the Company or any of the
Restricted Subsidiaries is bound;

           (6) the Company must have delivered to the applicable Trustee an
opinion of counsel to the effect that after the 91st day assuming no intervening
bankruptcy, that no Holder is an insider of either of the Issuers following the
deposit and that such deposit would not be deemed by a court of competent
jurisdiction a transfer for the benefit of either Issuer in its capacity as
such, the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally;

           (7) the Company must deliver to the Trustee an Officers' Certificate
stating that the deposit was not made by the Company with the intent of
preferring the Holders of Notes over the other creditors of the Company with the
intent of defeating, hindering, delaying or defrauding creditors of the Company
or others; and

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           (8) the Company must deliver to the Trustee an Officers' Certificate
and an opinion of counsel, each stating that all conditions precedent relating
to the Legal Defeasance or the Covenant Defeasance have been complied with.

           Notwithstanding the foregoing, the opinion of counsel required by
clause (2) above with respect to a Legal Defeasance need not be delivered if all
Notes not theretofore delivered to the Trustee for cancellation (i) have become
due and payable or (ii) will become due and payable on the maturity date within
one year, by their terms or under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Issuers.

Section 8.05. Deposited Money and Government Securities to Be Held in Trust;
Other Miscellaneous Provisions.

           Subject to Section 8.06, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 in respect of the outstanding Notes shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.

           The Issuers shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

           Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuers from time to time upon the request
of the Issuers any money or non-callable Government Securities held by it as
provided in Section 8.04 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a)), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06. Repayment to Issuers.

           Any money deposited with the Trustee or any Paying Agent, or then
held by the Issuers, in trust for the payment of the principal of, premium, if
any, or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Issuers on their request or (if then held by the Issuers) shall be
discharged from such trust; and the Holder of such Note shall thereafter look
only to the Issuers for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the


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Issuers as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Issuers cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining shall be repaid to the Issuers.

Section 8.07. Reinstatement.

           If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Issuers' obligations under this Indenture and the Notes,
shall be revived and reinstated as though no deposit had occurred 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 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 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 or confirm the issuance of Additional Notes;

           (d) to provide for the assumption of either Issuer's obligations to
Holders of Notes in the case of a merger or consolidation or sale of all or
substantially all of the assets of such Issuer pursuant to Article 5;

           (e) 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

           (f) 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 

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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 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 aggregate 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 aggregate 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).
Section 2.08 shall determine which Notes are considered to be "outstanding" for
purposes of this Section 9.02.

           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 the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02, the
Trustee shall join with the Issuers in the execution of such amended or
supplemental Indenture unless such amended or supplemental Indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental Indenture.

           It shall not be necessary for the consent of the Holders of Notes
under this Section 9.02 to approve the particular form of any proposed amendment
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

           After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice 


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<PAGE>   85

briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amended or supplemental Indenture
or waiver. Subject to Sections 6.04 and 6.07, the Holders of a majority in
aggregate principal amount of the Notes then outstanding may waive compliance in
a particular instance by the Issuers with any provision of this Indenture or the
Notes. However, without the consent of each 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 of Notes whose Holders must consent
to an amendment, supplement or waiver;

           (b) reduce the principal 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 principal
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 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 principal 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);
or

           (h) 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 


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becomes effective in accordance with its terms and thereafter binds every
Holder.

Section 9.05. Notation on or Exchange of Notes.

           The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Issuers in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

           Failure to make the appropriate notation or issue a new Note shall
not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06. Trustee to Sign Amendments, etc.

           The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Issuers may not sign an amendment or supplemental Indenture until their
respective Boards of Directors approve it. In executing any amended or
supplemental indenture, the Trustee shall be entitled to receive and (subject to
Section 7.01) shall be fully protected in relying upon, in addition to the
documents required by Section 10.04, an Officer's Certificate and an Opinion of
Counsel, in each case from each of the Issuers, stating that the execution of
such amended or supplemental indenture is authorized or permitted by this
Indenture.

                            ARTICLE 10 MISCELLANEOUS

Section 10.01. Trust Indenture Act Controls.

           If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by TIA ss. 318(c), the imposed duties shall control.

Section 10.02. Notices.

           Any notice or communication by the Issuers or the Trustee to the
others is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

           If to the Issuers:

      c/o Charter Communications, Inc.


                                       80

<PAGE>   87

      12444 Powerscourt Drive, Suite 100
      St. Louis, Missouri  63131
      Telecopier No.: (314) 965-8793
      Attention: Secretary

      With  copies to:

      Paul, Hastings, Janofsky & Walker LLP    Irell & Manella LLP
      399 Park Avenue                          1800 Avenue of the Stars
      31st Floor                               Suite 900
      New York, New York 10022                 Los Angeles, California 90067
      Telecopier No.: (212) 319-4090           Telecopier No.: (310) 556-5393
      Attention: Leigh P. Ryan, Esq.           Attention: Meredith Jackson, Esq.

           If to the Trustee:

      Harris Trust and Savings Bank
      311 West Monroe, 12th Floor
      Chicago, Illinois  60606
      Telecopier No.: (312) 461-3525
      Attention: Corporate Trust Department

           The Issuers or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.

           All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

           Any notice or communication to a Holder shall be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication shall also be so mailed to
any Person described in TIA ss. 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

           If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

           If the Issuers mail a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

Section 10.03. Communication by Holders of Notes with Other Holders of Notes.

           Holders may communicate pursuant to TIA ss. 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Issuers, the
Trustee, the 

                                       81

<PAGE>   88

Registrar and anyone else shall have the protection of TIA ss. 312(c).

Section 10.04. Certificate and Opinion as to Conditions Precedent.

           Upon any request or application by the Issuers to the Trustee to take
any action under this Indenture, the Issuers shall furnish to the Trustee:

           (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.05) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been satisfied; and

           (b) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.05) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

Section 10.05. Statements Required in Certificate or Opinion.

           Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA
ss. 314(e) and shall include:

           (a) a statement that the Person making such certificate or opinion
has read such covenant or condition;

           (b) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;

           (c) a statement that, in the opinion of such Person, he or she has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
satisfied; and

           (d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied.

Section 10.06. Rules by Trustee and Agents.

           The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

                                       82

<PAGE>   89

Section 10.07. No Personal Liability of Directors, Officers, Employees, Members
and Stockholders.

           No director, officer, employee, incorporator, member or stockholder
of the Issuers, as such, shall have any liability for any obligations of the
Issuers under the Notes, this Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.

Section 10.08. Governing Law.

           THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO
AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES
OR ANY GUARANTEE.

Section 10.09. No Adverse Interpretation of Other Agreements.

           This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Issuers or their Subsidiaries or of any other Person.
Any such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 10.10. Successors.

           All agreements of the Issuers in this Indenture and the Notes, as the
case may be, shall bind their respective successors. All agreements of the
Trustee in this Indenture shall bind its successors.

Section 10.11. Severability.

           In case any provision in this Indenture or the Notes, as the case may
be, shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

Section 10.12. Counterpart Originals.

           The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

Section 10.13. Table of Contents, Headings, etc.

           The Table of Contents, Cross-Reference Table and Headings of the
Articles and 

                                       83

<PAGE>   90

Sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part of this Indenture and shall in no way modify or
restrict any of the terms or provisions.

                      ARTICLE 11 SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge of Indenture.

           This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Notes herein
expressly provided for), and the Trustee, on demand of and at the expense of the
Issuers, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

           (1) either

                (A) all Notes theretofore authenticated and delivered (other
      than (i) Notes which have been destroyed, lost or stolen and which have
      been replaced or paid as provided in Section 2.07 and (ii) Notes for whose
      payment money has theretofore been deposited in trust or segregated and
      held in trust by the Issuers and thereafter repaid to the Issuers or
      discharged from such trust,) have been delivered to the Trustee for
      cancellation; or

                (B) all such Notes not theretofore delivered to the Trustee for
      cancellation

                      (i) have become due and payable, or

                      (ii) will become due and payable at their Stated Maturity
           within one year, or

                      (iii) are to be called for redemption within one year
           under arrangements satisfactory to the Trustee for the giving of
           notice of redemption by the Trustee in the name, and at the expense,
           of the Issuers,

      and the Issuers, in the case of (i), (ii) or (iii) above, have deposited
      or caused to be deposited with the Trustee as trust funds in trust for the
      purpose an amount sufficient to pay and discharge the entire indebtedness
      on such Notes not theretofore delivered to the Trustee for cancellation,
      for principal (and premium, if any) and interest to the date of such
      deposit (in the case of Notes which have become due and payable) or to the
      maturity or redemption thereof, as the case may be;

                                       84

<PAGE>   91

           (2) the Issuers have paid or caused to be paid all other sums payable
hereunder by the Issuers; and

           (3) each of the Issuers have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture pursuant to
this Article 11, the obligations of the Issuers to the Trustee under Section
7.07, and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 11.02 shall survive.

Section 11.02. Application of Trust Money.

           All money deposited with the Trustee pursuant to Section 11.01 shall
be held in trust and applied by it, in accordance with the provisions of the
Notes and this Indenture, to the payment, either directly or through any Paying
Agent as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for whose payment such money has
been deposited with the Trustee.

                         [Signatures on following page]

                                       85

<PAGE>   92

 
                                  SIGNATURES

Dated as of January 12, 2000

                               CHARTER COMMUNICATIONS HOLDINGS, LLC, as
                                    an Issuer

                               By /s/ Curtis S. Shaw
                                 -------------------------------------
                               Name:  Curtis S. Shaw
                               Title: SVP, General Counsel and Secretary


                               CHARTER COMMUNICATIONS HOLDINGS CAPITAL
                                    CORPORATION, as an Issuer

                               By /s/ Curtis S. Shaw
                                 -------------------------------------
                               Name:  Curtis S. Shaw
                               Title: SVP, General Counsel and Secretary


                               HARRIS TRUST AND SAVINGS BANK,
                                    as Trustee

                               By /s/ Judy Bartolini
                                 -------------------------------------
                               Name:  Judy Bartolini
                               Title: Vice President


                                       86

<PAGE>   93

                                                                       EXHIBIT A

                                 [Face of Note]

                           CUSIP NO. [_______________]

                          10.00% Senior Notes due 2009

No.

                               $[________________]

                      CHARTER COMMUNICATIONS HOLDINGS, LLC

                                       and

               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

promise to pay to_______________________________________________________________

or registered assigns,

the principal amount of  ______________________________________________
Dollars

($______________________________) on April 1, 2009.

Interest Payment Dates:  April 1 and October 1

Record Dates:  March 15 and September 15

Subject to Restrictions set forth in this Note.

Dated: January 12, 2000

                               CHARTER COMMUNICATIONS HOLDINGS, LLC

                               By
                                 -------------------------------------
                               Name:
                               Title:


                                      A-1

<PAGE>   94

                               By
                                 -------------------------------------
                               Name:
                               Title:


                                       A-2

<PAGE>   95


                               CHARTER COMMUNICATIONS HOLDINGS CAPITAL
                               CORPORATION

                               By:
                                  ---------------------------------------
                               Name:
                               Title:

                               By:
                                  ---------------------------------------
                               Name:
                               Title:

This is one of the Notes referred to 
in the within-mentioned Indenture:

HARRIS TRUST AND SAVINGS BANK,
  as Trustee

By:
   ----------------------------------
     Authorized Signatory

                                      A-3



<PAGE>   96

                                 [Back of Note]

                          10.00% Senior Notes due 2009

"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 CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS."(1)

"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."(2)

(1) This paragraph should be included only if the Note is issued in global form.

(2) This paragraph should be removed upon the exchange of Notes for Exchange
    Notes in 


                                       A-4

<PAGE>   97

    an Exchange Offer or upon the registration of the Notes pursuant to the 
    terms of a Registration Rights Agreement.


                                       A-5

<PAGE>   98

     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

         1. INTEREST. Charter Communications Holdings, LLC, a Delaware limited
liability company (the "Company"), and Charter Communications Holdings Capital
Corporation, a Delaware corporation ("Charter Capital" and, together with the
Company, the "Issuers"), promise to pay interest on the principal amount of this
Note at the rate of 10.00% per annum from January 12, 2000 until maturity. The
interest rate on the Notes is subject to increase pursuant to the provisions of
the Registration Rights Agreement. The Issuers will pay interest semi-annually
in arrears on April 1 and October 1 of each year (each an "Interest Payment
Date"), or if any such day is not a Business Day, on the next succeeding
Business Day. Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face and the next succeeding Interest Payment Date, interest shall accrue
from such next succeeding Interest Payment Date; provided, further, that the
first Interest Payment Date shall be April 1, 2000. The Issuers shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; they
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

         2. METHOD OF PAYMENT. The Issuers shall pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the March 15 or September 15 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest. The Notes will be payable
as to principal, premium, if any, and interest at the office or agency of the
Issuers maintained for such purpose within or without the City and State of New
York, or, at the option of the Issuers, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest and premium on all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Issuers or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.


                                       A-6

<PAGE>   99

         3. PAYING AGENT AND REGISTRAR. Initially, Harris Trust and Savings
Bank, the Trustee under the Indenture, will act as Paying Agent and Registrar.
The Issuers may change any Paying Agent or Registrar without notice to any
Holder. The Company or any of its Subsidiaries may act in any such capacity.

         4. INDENTURE. The Issuers issued the Notes under an Indenture dated as
of January 12, 2000 ("Indenture") between the Issuers and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code ss.ss. 77aaa- 77bbbb). The Notes are subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Notes are obligations of the Issuers limited to $1,000,000,000 in principal
amount, of which $675,000,000 in aggregate principal amount was issued on the
Issue Date.

         5. OPTIONAL REDEMPTION.

         The Notes will not be redeemable at the Issuers' option prior to
maturity.

         6. MANDATORY REDEMPTION.

         Except as otherwise provided in Paragraph 7 below, the Issuers shall
not be required to make mandatory redemption payments with respect to the Notes.

         7. REPURCHASE AT OPTION OF HOLDER.

         (a) If there is a Change of Control, the Issuers shall make an offer (a
"Change of Control Offer") to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of each Holder's Notes at a purchase price equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date of purchase (the "Change of Control Payment").
Within 10 days following any Change of Control, the Issuers shall mail a notice
to each Holder describing the transaction or transactions that constitute the
Change of Control and offering to repurchase Notes on the Change of Control
Payment Date specified in such notice, pursuant to the procedures required by
the Indenture and described in such notice.

         (b) If the Company or a Restricted Subsidiary consummates any Asset
Sale, when the aggregate amount of Excess Proceeds exceeds $25.0 million, the
Issuers shall commence an offer (an "Asset Sale Offer") pursuant to Section 4.11
of the Indenture to all Holders of Notes and all holders of other Indebtedness
that is pari passu with the Notes containing provisions requiring offers to
purchase or redeem with the proceeds of sales of assets to purchase the maximum
principal amount of Notes and such other pari passu Indebtedness that may be
purchased out of the Excess Proceeds (which amount includes the entire amount of
the Net Proceeds). The offer price in any Asset Sale Offer will be payable in
cash and equal to 100% of principal amount plus accrued and unpaid interest, if
any, to the date of purchase. If any Excess Proceeds remain after consummation
of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose
not otherwise prohibited by the Indenture. If the aggregate principal amount


                                      A-7

<PAGE>   100

of Notes and such other pari passu Indebtedness tendered into such Asset Sale
Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes
and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero. Holders of Notes that are the subject of an offer to purchase
will receive an Asset Sale Offer from the Company prior to any related purchase
date and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.

         8. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Issuers may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuers need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Issuers
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

         9. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

         10. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in aggregate principal amount of the Notes
then outstanding (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Notes), and any
existing default or compliance with any provision of the Indenture or the Notes
may be waived with the consent of the Holders of a majority in aggregate
principal amount of the Notes then outstanding (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Notes). Without the consent of any Holder of a Note, the Issuers and
the Trustee may amend or supplement the Indenture or the Notes to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
an Issuers' obligations 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
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 the
Indenture of any such Holder, or to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture 


                                      A-8

<PAGE>   101

under the TIA or otherwise as necessary to comply with applicable law.

         11. DEFAULTS AND REMEDIES. Each of the following is an Event of 
Default: (i) default for 30 days in the payment when due of interest on the
Notes, (ii) default in payment when due of the principal of or premium, if any,
on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries
to comply with Sections 4.16 and 5.01 of the Indenture, (iv) failure by the
Company or any of its Restricted Subsidiaries for 30 days after written notice
thereof has been given to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% of the principal amount of the Notes
outstanding to comply with any of their other covenants or agreements in the
Indenture, (v) default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or
is created after the date of the Indenture, if that default: (a) is caused by a
failure to pay at final stated maturity the principal amount of such
Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a "Payment Default"); or (b) results
in the acceleration of such Indebtedness prior to its express maturity, and, in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$100 million or more, (vi) failure by the Company or any of its Restricted
Subsidiaries to pay final judgments which are non-appealable aggregating in
excess of $100 million (net of applicable insurance which has not been denied in
writing by the insurer), which judgments are not paid, discharged or stayed for
a period of 60 days or (vii) certain events of bankruptcy or insolvency with
respect to the Company or any its Significant Subsidiaries. In the case of an
Event of Default arising from certain events of bankruptcy or insolvency with
respect to the Company, all outstanding Notes will become due and payable
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee by notice to the Issuers or the Holders of at least 25%
in principal amount of the then outstanding Notes by notice to the Issuers and
the Trustee may declare all the Notes to be due and payable. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. Subject
to certain limitations, Holders of a majority in aggregate principal amount of
the then outstanding Notes may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest on, or the principal of, the Notes.
The Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture. Upon becoming aware of any Default or Event of
Default, the Company is required to deliver to the Trustee a statement
specifying such Default or Event of Default.

         12. TRUSTEE DEALINGS WITH ISSUERS. The Trustee, in its individual or


                                      A-9

<PAGE>   102

any other capacity, may make loans to, accept deposits from, and perform
services for the Issuers or their Affiliates, and may otherwise deal with the
Issuers or their Affiliates, as if it were not the Trustee.

         13. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator, member or stockholder of either of the Issuers, as such, shall not
have any liability for any obligations of the Issuers under the Notes or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

         14. GOVERNING LAW. This Note and the Indenture shall be governed by and
construed in accordance with the laws of the State of New York, as applied to
contracts made and performed within the State of New York, without regard to
principles of conflict of laws. Each of the parties hereto and the holders agree
to submit to the jurisdiction of the courts of the State of New York in any
action or proceeding arising out of or relating to this Note.

         15. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

         16. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in any Registration Rights
Agreement.

         18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

     Charter Communications Holdings, LLC
     Charter Communications Holdings Capital Corporation
     c/o Charter Communications, Inc.
     12444 Powerscourt Drive
     Suite 100



                                      A-10

<PAGE>   103

     St. Louis, Missouri  63131
     Attention:  Secretary
     Telecopier No.: (314) 965-0555


                                      A-11

<PAGE>   104

                                 ASSIGNMENT FORM

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                               (Insert assignee's legal name)

________________________________________________________________________________
     (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________
to transfer this Note on the books of the Issuers. The agent may substitute 
another to act for him.

Date:______________________________


     Your Signature:____________________________________________________________
                    (Sign exactly as your name appears on the face of this Note)


     Signature Guarantee*:______________________________________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A-12

<PAGE>   105

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Issuers pursuant to
Section 4.11 or 4.16 of the Indenture, check the appropriate box below:

     [ ] Section 4.11      [ ] Section 4.16

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.11 or Section 4.16 of the Indenture, state the amount you
elect to have purchased:

$________________________

Date:____________________

     Your Signature:____________________________________________________________
                    (Sign exactly as your name appears on the face of this Note)

     Tax Identification No.:____________________________________________________


     Signature Guarantee*:______________________________________________________


* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A-13

<PAGE>   106


             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:


<TABLE>
<CAPTION>
                                                                Principal
                      Amount of           Amount of             Amount of
                     decrease in         increase in           this Global
                      Principal           Principal               Note
                      Amount of           Amount of             following           Signature of authorized
    Date of          this Global         this Global          such decrease          officer of Trustee or
    Exchange            Note                 Note             (or increase)              Note Custodian
    --------         -----------         -----------          -------------         -----------------------
    <S>              <C>                 <C>                  <C>                   <C>
</TABLE>



                                      A-14

<PAGE>   107


                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
c/o Charter Communications, Inc.
12444 Powerscourt Drive, Suite 100
St. Louis, Missouri  63131

Harris Trust and Savings Bank
311 West Monroe, 12th Floor
Chicago, Illinois  60606
Attn:  Corporate Trust Department

         Re:  10.00% Senior Notes due 2009

         Reference is hereby made to the Indenture, dated as of January 12, 2000
(the "Indenture"), among Charter Communications Holdings, LLC (the "Company")
and Charter Communications Holdings Capital Corporation ("Charter Capital" and,
together with the Company, the "Issuers"), and Harris Trust and Savings Bank, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         ___________________ (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $_____________________________ in such Note[s] or interests
(the "Transfer"), to ___________________________ (the "Transferee"), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:

[CHECK ALL THAT APPLY]

         1. [ ] Check if Transferee will take delivery of a beneficial interest
in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction 


                                      B-1

<PAGE>   108

meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

         2. [ ] Check if Transferee will take delivery of a beneficial interest
in the Regulation S Global Note or a Definitive Note pursuant to Regulation S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act and (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.

         3. [ ] Check and complete if Transferee will take delivery of a
beneficial interest in a Definitive Note pursuant to any provision of the
Securities Act other than Rule 144A or Regulation S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

         (a) [ ] such Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act; or

         (b) [ ] such Transfer is being effected to the Company or a subsidiary
thereof; or

         (c) [ ] such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery 


                                      B-2

<PAGE>   109

requirements of the Securities Act; or

         (d) [ ] such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to beneficial interests in a
Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit D to the Indenture and (2) an
Opinion of Counsel provided by the Transferor or the Transferee (a copy of which
the Transferor has attached to this certification), to the effect that such
Transfer is in compliance with the Securities Act. Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Note and/or the Definitive Notes and in the Indenture and the Securities
Act.

         4. [ ] Check if Transferee will take delivery of a beneficial interest
in an Unrestricted Global Note or of an Unrestricted Definitive Note.

         (a) [ ] Check if Transfer is pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

         (b) [ ] Check if Transfer is Pursuant to Regulation S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

         (c) [ ] Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on 


                                      B-3

<PAGE>   110

transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will not be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Global Notes or Restricted Definitive Notes and
in the Indenture.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuers.


------------------------------------------------
          [Insert Name of Transferor]

By
  ----------------------------------------------
      Name:
      Title:

Dated:
      ------------------------------------------


                                      B-4

<PAGE>   111

                       ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

      (a) [ ] a beneficial interest in the:

         (i)  [ ] 144A Global Note (CUSIP __________), or

         (ii) [ ] Regulation S Global Note (CUSIP _________), or

      (b) [ ] a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

      (a) [ ] a beneficial interest in the:

         (i)   [ ] 144A Global Note (CUSIP __________), or

         (ii)  [ ] Regulation S Global Note (CUSIP _________), or

         (iii) [ ] Unrestricted Global Note (CUSIP _________); or

      (b) [ ] a Restricted Definitive Note; or

      (c) [ ] an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.


                                      B-5

<PAGE>   112

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
c/o Charter Communications, Inc.
12444 Powerscourt Drive, Suite 100
St. Louis, Missouri  63131

Harris Trust and Savings Bank
311 West Monroe, 12th Floor
Chicago, Illinois  60606
Attn:  Corporate Trust Department

         Re:  10.00% Senior Notes due 2009

                         (CUSIP ______________________)

         Reference is hereby made to the Indenture, dated as of January 12, 2000
(the "Indenture"), among Charter Communications Holdings, LLC (the "Company")
and Charter Communications Holdings Capital Corporation ("Charter Capital" and,
together with the Company, the "Issuers"), and Harris Trust and Savings Bank, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         __________________________ (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________________________ in such Note[s] or interests (the
"Exchange"). In connection with the Exchange, the Owner hereby certifies that:

         1. Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note

         (a) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to 


                                      C-1

<PAGE>   113

the Global Notes and pursuant to and in accordance with the United States
Securities Act of 1933, as amended (the "Securities Act"), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (b) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

         (c) [ ] Check if Exchange is from Restricted Definitive Note to
beneficial interest in an Unrestricted Global Note. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (d) [ ] Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2. Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes

         (a) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the 


                                      C-2

<PAGE>   114

proposed Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Note and in the Indenture and the Securities Act.

         (b) Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
[ ] 144A Global Note or [ ] Regulation S Global Note with an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, and in compliance with any applicable blue sky securities laws of any state
of the United States. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the beneficial interest issued will be subject
to the restrictions on transfer enumerated in the Private Placement Legend
printed on the relevant Restricted Global Note and in the Indenture and the
Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuers.


--------------------------------------------
        [Insert Name of Transferor]

By
  ------------------------------------------
    Name:
    Title:

Dated:
  ------------------------------------------


                                      C-3

<PAGE>   115

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
c/o Charter Communications, Inc.
12444 Powerscourt Drive, Suite 100
St. Louis, Missouri  63131

Harris Trust and Savings Bank
311 West Monroe, 12th Floor
Chicago, Illinois  60606
Attn:  Corporate Trust Department

         Re:  10.00% Senior Notes due 2009

         Reference is hereby made to the Indenture, dated as of January 12, 2000
(the "Indenture"), among Charter Communications Holdings, LLC (the "Company")
and Charter Communications Holdings Capital Corporation ("Charter Capital" and,
together with the Company, the "Issuers"), and Harris Trust and Savings Bank, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:

         (a) [ ] a beneficial interest in a Global Note, or

         (b) [ ] a Definitive Note,

we confirm that:

         1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

         2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its

                                      D-1

<PAGE>   116

behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

         3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Issuers such certifications, legal opinions and other information as you and the
Issuers may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

         4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

         5. We are acquiring the Notes or beneficial interest therein purchased
by us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

         You and the Issuers are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy to any interested party
in any administrative or legal proceedings or official inquiry with respect to
the matters covered hereby.

--------------------------------------------
           [Insert Name of Transferor]

By
--------------------------------------------
    Name:
    Title:

Dated:
      --------------------------------------



                                      D-2