<PAGE>   1
                                                                  Exhibit 4.3(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


                                 ______________


                     11.75% Senior Discount Notes Due 2010
<PAGE>   2
                             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>





                                       i
<PAGE>   3
<TABLE>
<CAPTION>
                     Trust Indenture Act Section                                        Indenture Section
                     ---------------------------                                        -----------------
                     <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.





                                       ii
<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   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
                  -----------------
    Section 1.03. Incorporation by Reference of Trust Indenture Act   . . . . . . . . . . . . . . . . . . . . . . . . .  25
                  -------------------------------------------------
    Section 1.04. Rules of Construction   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
                  ---------------------

ARTICLE 2 THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
          ---------
    Section 2.01. Form and Dating   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
                  ---------------
    Section 2.02. Execution and Authentication  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
                  ----------------------------
    Section 2.03. Registrar and Paying Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
                  --------------------------
    Section 2.04. Paying Agent to Hold Money in Trust   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
                  -----------------------------------
    Section 2.05. Holder Lists  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
                  ------------
    Section 2.06. Transfer and Exchange   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                  ---------------------
    Section 2.07. Replacement Notes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
                  -----------------
    Section 2.08. Outstanding Notes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
                  -----------------
    Section 2.09. Treasury Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
                  --------------
    Section 2.10. Temporary Notes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
                  ---------------
    Section 2.11. Cancellation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
                  ------------
    Section 2.12. Defaulted Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
                  ------------------

ARTICLE 3 REDEMPTION AND PREPAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
          -------------------------
    Section 3.01. Notices to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
                  ------------------
    Section 3.02. Selection of Notes to Be Redeemed   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
                  ---------------------------------
    Section 3.03. Notice of Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
                  --------------------
    Section 3.04. Effect of Notice of Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
                  ------------------------------
    Section 3.05. Deposit of Redemption Price   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
                  ---------------------------
    Section 3.06. Notes Redeemed in Part  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
                  ----------------------
    Section 3.07. Optional Redemption   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
                  -------------------
    Section 3.08. Mandatory Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
                  --------------------
    Section 3.09. Offer to Purchase by Application of Excess Proceeds   . . . . . . . . . . . . . . . . . . . . . . . .  47
                  ---------------------------------------------------

ARTICLE 4 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
          ---------
    Section 4.01. Payment of Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
                  ----------------
    Section 4.02. Maintenance of Office or Agency   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
                  -------------------------------
    Section 4.03. Reports   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                  -------
    Section 4.04. Compliance Certificate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                  ----------------------
    Section 4.05. Taxes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
                  -----
</TABLE>





                                      iii
<PAGE>   5
<TABLE>
<S>                                                                                                                       <C>
    Section 4.06. Stay, Extension and Usury Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  52
                  ------------------------------
    Section 4.07. Restricted Payments   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  52
                  -------------------
    Section 4.08. Investments   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  55
                  -----------
    Section 4.09. Dividend and Other Payment Restrictions Affecting Subsidiaries  . . . . . . . . . . . . . . . . . . ..  55
                  --------------------------------------------------------------
    Section 4.10. Incurrence of Indebtedness and Issuance of Preferred Stock  . . . . . . . . . . . . . . . . . . . . ..  57
                  ----------------------------------------------------------
    Section 4.11. Limitation on Asset Sales   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  60
                  -------------------------
    Section 4.12. Sale and Leaseback Transactions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  61
                  -------------------------------
    Section 4.13. Transactions with Affiliates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  62
                  ----------------------------
    Section 4.14. Liens   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  63
                  -----
    Section 4.15. Corporate Existence   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  63
                  -------------------
    Section 4.16. Repurchase at the Option of Holders upon a Change of Control  . . . . . . . . . . . . . . . . . . . ..  63
                  ------------------------------------------------------------
    Section 4.17. Limitations on Issuances of Guarantees of Indebtedness  . . . . . . . . . . . . . . . . . . . . . . ..  65
                  ------------------------------------------------------
    Section 4.18. Payments for Consent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  66
                  --------------------
    Section 4.19. Application of Fall-Away Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  66
                  ----------------------------------

ARTICLE 5 SUCCESSORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  66
          ----------
    Section 5.01. Merger, Consolidation, or Sale of Assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  66
                  ----------------------------------------
    Section 5.02. Successor Corporation Substituted   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  67
                  ---------------------------------

ARTICLE 6 DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  68
          ---------------------
    Section 6.01. Events of Default   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  68
                  -----------------
    Section 6.02. Acceleration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  69
                  ------------
    Section 6.03. Other Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  70
                  --------------
    Section 6.04. Waiver of Existing Defaults   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  70
                  ---------------------------
    Section 6.05. Control by Majority   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  70
                  -------------------
    Section 6.06. Limitation on Suits   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  71
                  -------------------
    Section 6.07. Rights of Holders of Notes to Receive Payment   . . . . . . . . . . . . . . . . . . . . . . . . . . ..  71
                  ---------------------------------------------
    Section 6.08. Collection Suit by Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  71
                  --------------------------
    Section 6.09. Trustee May File Proofs of Claim  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  72
                  --------------------------------
    Section 6.10. Priorities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  72
                  ----------
    Section 6.11. Undertaking for Costs   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  73
                  ---------------------

ARTICLE 7 TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  73
          -------
    Section 7.01. Duties of Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  73
                  -----------------
    Section 7.02. Rights of Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  74
                  -----------------
    Section 7.03. Individual Rights of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  75
                  ----------------------------
    Section 7.04. Trustee's Disclaimer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  75
                  --------------------
    Section 7.05. Notice of Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  75
                  ------------------
    Section 7.06. Reports by Trustee to Holders of the Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  76
                  ------------------------------------------
    Section 7.07. Compensation and Indemnity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  76
                  --------------------------
    Section 7.08. Replacement of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  77
                  ----------------------
    Section 7.09. Successor Trustee by Merger, etc  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  78
                  --------------------------------
</TABLE>





                                       iv
<PAGE>   6
<TABLE>
<S>                                                                                                                        <C>
    Section 7.10. Eligibility; Disqualification   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  78
                  -----------------------------
    Section 7.11. Preferential Collection of Claims Against the Issuers   . . . . . . . . . . . . . . . . . . . . . .  . .  78
                  -----------------------------------------------------

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  78
          ----------------------------------------
    Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance  . . . . . . . . . . . . . . . . . . . . .  . .  78
                  --------------------------------------------------------
    Section 8.02. Legal Defeasance and Discharge  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  79
                  ------------------------------
    Section 8.03. Covenant Defeasance   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  79
                  -------------------
    Section 8.04. Conditions to Legal or Covenant Defeasance  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  80
                  ------------------------------------------
    Section 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions   . .  . .  81
                  ---------------------------------------------------------------------------------------------
    Section 8.06. Repayment to Issuers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  82
                  --------------------
    Section 8.07. Reinstatement   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  82
                  -------------

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  83
          --------------------------------
    Section 9.01. Without Consent of Holders of Notes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  83
                  -----------------------------------
    Section 9.02. With Consent of Holders of Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  83
                  --------------------------------
    Section 9.03. Compliance with Trust Indenture Act   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  85
                  -----------------------------------
    Section 9.04. Revocation and Effect of Consents   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  85
                  ---------------------------------
    Section 9.05. Notation on or Exchange of Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  85
                  --------------------------------
    Section 9.06. Trustee to Sign Amendments, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  86
                  -------------------------------

ARTICLE 10 MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  86
           -------------
    Section 10.01. Trust Indenture Act Controls   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  86
                   ----------------------------
    Section 10.02. Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  86
                   -------
    Section 10.03. Communication by Holders of Notes with Other Holders of Notes  . . . . . . . . . . . . . . . . . .  . .  87
                   -------------------------------------------------------------
    Section 10.04. Certificate and Opinion as to Conditions Precedent   . . . . . . . . . . . . . . . . . . . . . . .  . .  87
                   --------------------------------------------------
    Section 10.05. Statements Required in Certificate or Opinion  . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  88
                   ---------------------------------------------
    Section 10.06. Rules by Trustee and Agents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  88
                   ---------------------------
    Section 10.07. No Personal Liability of Directors, Officers, Employees, Members and Stockholders  . . . . . . . .  . .  88
                   ---------------------------------------------------------------------------------
    Section 10.08. Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  89
                   -------------
    Section 10.09. No Adverse Interpretation of Other Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  89
                   ---------------------------------------------
    Section 10.10. Successors   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  89
                   ----------
    Section 10.11. Severability   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  89
                   ------------
    Section 10.12. Counterpart Originals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  89
                   ---------------------
    Section 10.13. Table of Contents, Headings, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  89
                   --------------------------------

ARTICLE 11 SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  90
           --------------------------
    Section 11.01. Satisfaction and Discharge of Indenture  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  90
                   ---------------------------------------
    Section 11.02. Application of Trust Money   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .  91
                   --------------------------
</TABLE>




                                       v
<PAGE>   7
<TABLE>
<S>                                                                                                                   <C>
EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . . . . . . A-1

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

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

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





                                       vi
<PAGE>   8





                 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
11.75% Senior Discount Notes due 2010 (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 at maturity of the Notes
sold in reliance on Rule 144A.

                 "Accreted Value" is defined to mean, for any specific date,
the amount calculated pursuant to (i), (ii), (iii) or (iv) for each $ 1,000 of
principal amount at maturity of the Notes:

                 (i) if the specified date occurs on one or more of the
following dates (excluding the Issue Date, each a "Semi-Annual Accrual Date"),
the Accreted Value will equal the amount set forth below for such Semi-Annual
Accrual Date:

<TABLE>
<CAPTION>
                                          Semi-Annual Accrual Date                    Accreted Value
                                          ------------------------                    --------------
                                          <S>                                                     <C>
                                          Issue Date                                              $564.48

                                          January 15, 2000                                         565.02
                                          July 15, 2000                                            598.21

                                          January 15, 2001                                         633.36
                                          July 15, 2001                                            670.57

                                          January 15, 2002                                         709.96
                                          July 15, 2002                                            751.67

                                          January 15, 2003                                         795.84
</TABLE>
<PAGE>   9





<TABLE>
<CAPTION>
                                          Semi-Annual Accrual Date                    Accreted Value
                                          ------------------------                    --------------
                                          <S>                                                   <C>
                                          July 15, 2003                                            842.59

                                          January 15, 2004                                         892.09
                                          July 15, 2004                                            944.51

                                          January 15, 2005                                      $1,000.00
</TABLE>

                 (ii) if the specified date occurs before the first Semi-Annual
Accrual Date, the Accreted Value will equal the sum of (a) $564.48 and (b) an
amount equal to the product of (1) the Accreted Value for the first Semi-Annual
Accrual Date less $564.48 multiplied by (2) a fraction, the numerator of which
is the number of days from the Issue Date of the Notes to the specified date,
using a 360-day year of twelve 30-day months, and the denominator of which is
the number of days elapsed from the Issue Date to the first Semi-Annual Accrual
Date, using a 360-day year of twelve 30-day months;

                 (iii) if the specified date occurs between two Semi-Annual
Accrual Dates, the Accreted Value will equal the sum of (a) the Accreted Value
for the Semi-Annual Accrual Date immediately preceding such specified date and
(b) an amount equal to the product of (1) the Accreted Value for the
immediately following Semi-Annual Accrual Date less the Accreted Value for the
immediately preceding Semi-Annual Accrual Date multiplied by (2) a fraction,
the numerator of which is the number of days from the immediately preceding
Semi-Annual Accrual Date to the specified date, using a 360-day year of twelve
30-day months, and the denominator of which is 180; or

                 (iv) if the specified date occurs after the last Semi-Annual
Accrual Date, the Accreted Value will equal $1,000.

                 "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.

                 "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
<PAGE>   10
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 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;
<PAGE>   11


                 (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 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.
<PAGE>   12

                 "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 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;
<PAGE>   13

                 (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 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;
<PAGE>   14

                 (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.

                 "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;
<PAGE>   15
                 (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 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
<PAGE>   16
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 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
<PAGE>   17
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 disposition of all or substantially all of such
Person's assets or Capital Stock.
<PAGE>   18
                 "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 Notes issued in the Exchange Offer
pursuant to Section 2.06(f).

                 "Exchange Offer" has the meaning set forth in the Registration
Rights Agreement.

                 "Exchange Offer Registration Statement" has the meaning set
forth in the 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.

                 "Full Accretion Date" means January 15, 2005, the first date
on which the
<PAGE>   19
Accreted Value of the Notes has accreted to an amount equal to the principal
amount at maturity of the Notes.

                 "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
<PAGE>   20
on the Issue Date.

                 "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.

                 "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
<PAGE>   21
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 Notes for use by such
Holders in connection with the 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;

                 (2) the incurrence of the Indebtedness or the issuance of the
                     Disqualified Stock
<PAGE>   22
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
<PAGE>   23
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 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" has the meaning assigned to it in the preamble to this
Indenture.

                 "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
<PAGE>   24
Vice-President of such Person.

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

                 "Other Notes" means the 10.00% Senior Notes due 2009 of the
Issuers in an aggregate principal amount not to exceed the principal amount
issued on the Issue Date, and 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.

                 "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
<PAGE>   25
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 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
<PAGE>   26
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 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
<PAGE>   27
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;

                 (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
<PAGE>   28
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, 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.
<PAGE>   29
                 "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 the Exchange and
Registration Rights Agreement dated as of the Issue Date among the Issuers and
the initial purchasers named therein with respect to the Notes issued on the
Issue Date.

                 "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 at maturity of the Notes
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.
<PAGE>   30
                 "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.

                 "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 the Shelf Registration
Statement as defined in the 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" has the meaning set forth in the
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.
<PAGE>   31
                 "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).

                 "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
<PAGE>   32
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 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.
<PAGE>   33
                 "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"  . . . . . . . . . . . . . . . . . . . . .         3.09
 "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"  . . . . . . . . . . . . . . . . . . . . . . .         3.09
 "Paying Agent"  . . . . . . . . . . . . . . . . . . . . . . .         2.03

 "Payment Default" . . . . . . . . . . . . . . . . . . . . . .         6.01

 "Permitted Debt"  . . . . . . . . . . . . . . . . . . . . .           4.10

 "Preferred Stock Financing" . . . . . . . . . . . . . . . . .         4.10
 "Purchase Date" . . . . . . . . . . . . . . . . . . . . . . .         3.09

 "Registrar" . . . . . . . . . . . . . . . . . . . . . . . . .         2.03

 "Restricted Payments" . . . . . . . . . . . . . . . . . . . .         4.07

 "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.
<PAGE>   34
                 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;

                 (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
<PAGE>   35
                 (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 principal amount
at maturity 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 at maturity of outstanding Notes from time
         to time endorsed thereon and that the aggregate principal amount at
         maturity of outstanding Notes represented thereby may from time to
         time be reduced or increased, as appropriate, to reflect exchanges and
         redemptions. Any endorsement of a Global Note to reflect the amount of
         any increase or decrease in the aggregate principal amount at maturity
         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
<PAGE>   36
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.

                 The Trustee shall, upon a written order of the Issuers signed
by an Officer of each of the Issuers (an "Authentication Order"), authenticate
Notes for original issue in the aggregate principal amount at maturity of
$532,000,000. The aggregate principal amount at maturity of Notes outstanding
at any time may not exceed such amount except as provided in Section 2.07. On
the Issue Date, the Issuers will issue $532,000,000 aggregate principal amount
at maturity of 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 2.3. Registrar and Paying Agent.

                 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
<PAGE>   37
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 Accreted Value, 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 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
<PAGE>   38
         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 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
<PAGE>   39
         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 at maturity 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 interest in the Regulation S Global
                 Note, then the transferor must deliver a
<PAGE>   40
                 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 the Exchange Offer in accordance with the
                 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 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 the
                 Shelf Registration Statement in accordance with the
                 Registration Rights Agreement;

                                  (C) such transfer is effected by a
                 broker-dealer pursuant to the Exchange Registration Statement
                 in accordance with the 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
<PAGE>   41
         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,
         the Trustee shall authenticate one or more Unrestricted Global Notes
         in an aggregate principal amount at maturity equal to the aggregate
         principal amount at maturity 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;
<PAGE>   42
                                  (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;

                                  (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 at maturity 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 the Exchange Offer in accordance with the
                 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
<PAGE>   43
                 broker-dealer, (2) a Person participating in the distribution
                 of the 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 the
                 Shelf Registration Statement in accordance with the
                 Registration Rights Agreement;

                                  (C) such transfer is effected by a
                 broker-dealer pursuant to the Exchange Registration Statement
                 in accordance with the 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 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 at maturity 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
<PAGE>   44
         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;

                                  (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
<PAGE>   45
                 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 at maturity 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:

                                  (A) such exchange or transfer is effected
                 pursuant to the Exchange Offer in accordance with the
                 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 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 the
                 Shelf Registration Statement in accordance with the
                 Registration Rights Agreement;

                                  (C) such transfer is effected by a
                 broker-dealer pursuant to the Exchange Registration Statement
                 in accordance with the 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
<PAGE>   46
                                        (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 at maturity 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 at maturity 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 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 at maturity equal to the principal
         amount at maturity 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
<PAGE>   47
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 the Exchange Offer in accordance with the
                 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 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
                 the Shelf Registration Statement in accordance with the
                 Registration Rights Agreement;

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

                                  (D) the Registrar receives the following:

                                        (1) if the Holder of such Restricted
                                               Definitive Notes proposes to
<PAGE>   48
                          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 the Exchange Offer
in accordance with the 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 at maturity equal to the principal amount at
maturity 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 Exchange Notes and (z) they are not affiliates (as defined
in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer
and (ii) Definitive Notes in an aggregate principal amount at maturity equal to
the principal amount at maturity of the Restricted Definitive Notes accepted
for exchange in the Exchange Offer. Concurrently with the issuance of such
Notes, the Trustee shall cause the aggregate principal amount at maturity of
the applicable 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.
<PAGE>   49
                          (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
<PAGE>   50
         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 at maturity 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 unredeemed portion of any Note being redeemed
         in part.
<PAGE>   51
                          (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
<PAGE>   52
Notes duly issued hereunder.

Section 2.08. Outstanding Notes.

                 The Notes outstanding at any time are all the Notes
authenticated by the Trustee 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 Accreted Value 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 at maturity 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
<PAGE>   53
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 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. Notices to Trustee.

                 If the Issuers elect to redeem Notes pursuant to the optional
redemption provisions of Section 3.07, it shall furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth (i) the clause of this Indenture pursuant to which
the redemption shall occur, (ii) the redemption date, (iii) the Accreted Value
of Notes to be redeemed and (iv) the redemption price.
<PAGE>   54
Section 3.02. Selection of Notes to Be Redeemed.

                 If less than all of the Notes are to be redeemed or purchased
in an offer to purchase at any time, the Trustee shall select the Notes to be
redeemed or purchased among the Holders of the Notes in compliance with the
requirements of the principal national securities exchange, if any, on which
the Notes are listed or, if the Notes are not so listed, on a pro rata basis,
by lot or in accordance with any other method the Trustee considers fair and
appropriate. In the event of partial redemption by lot, the particular Notes to
be redeemed shall be selected, unless otherwise provided herein, not less than
30 nor more than 60 days prior to the redemption date by the Trustee from the
outstanding Notes not previously called for redemption.

                 The Trustee shall promptly notify the Issuers in writing of
the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the Accreted Value thereof to be redeemed. Notes and
portions of Notes selected shall be in amounts of $1,000 principal amount at
maturity or whole multiples of $1,000 principal amount at maturity; except that
if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000 principal
amount at maturity, shall be redeemed. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption.

Section 3.03. Notice of Redemption.

                 Subject to the provisions of Section 3.09, at least 30 days
but not more than 60 days before a redemption date, the Issuers shall mail or
cause to be mailed, by first class mail, a notice of redemption to each Holder
whose Notes are to be redeemed at its registered address.

                 The notice shall identify the Notes to be redeemed and shall
state:

                 (a) the redemption date;

                 (b) the redemption price;

                 (c) if any Note is being redeemed in part, the portion of the
Accreted Value or the principal amount at maturity of such Note to be redeemed
and that, after the redemption date upon surrender of such Note, a new Note or
Notes in principal amount at maturity equal to the unredeemed portion shall be
issued upon cancellation of the original Note;
<PAGE>   55
                 (d) the name and address of the Paying Agent;

                 (e) that Notes called for redemption must be surrendered to
the Paying Agent to collect the redemption price;

                 (f) that, unless the Issuers default in making such redemption
payment, interest on Notes called for redemption ceases to accrue, or the
Accreted Value on the Notes ceases to increase, as the case may be, on and
after the redemption date;

                 (g) the paragraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are being redeemed;
and

                 (h) that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or printed on the
Notes.

                 At the Issuers' request, the Trustee shall give the notice of
redemption in the Issuers' name and at their expense; provided, however, that
each of the Issuers shall have delivered to the Trustee, at least 45 days prior
to the redemption date, an Officers' Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice
as provided in the preceding paragraph.

Section 3.04. Effect of Notice of Redemption.

                 Once notice of redemption is mailed in accordance with Section
3.03, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.05. Deposit of Redemption Price.

                 At or prior to 10:00 a.m., New York City time, on the
redemption date, the Issuers shall deposit with the Trustee or with the Paying
Agent money sufficient to pay the redemption price of and accrued interest on
all Notes to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Issuers any money deposited with the Trustee or the
Paying Agent by the Issuers in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Notes to be redeemed.

                 If the Issuers comply with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender
<PAGE>   56
for redemption because of the failure of the Issuers to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the
redemption date until such principal is paid, and to the extent lawful on any
interest not paid on such unpaid principal, in each case at the rate provided
in the Notes and in Section 4.01.

Section 3.06. Notes Redeemed in Part.

                 Upon surrender of a Note that is redeemed in part, the Issuers
shall issue and, upon the Issuers' written request, the Trustee shall
authenticate for the Holder at the expense of the Issuers a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.

Section 3.07. Optional Redemption.

                 (a) Except as set forth in clause (b) of this Section 3.07,
the Issuers shall not have the option to redeem the Notes pursuant to this
Section 3.07 prior to January 15, 2005. Thereafter, the Issuers shall have the
option to redeem the Notes, in whole or in part, upon not less than 30 nor more
than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount at maturity) set forth below plus accrued and unpaid interest
thereon, if any, to the applicable redemption date, if redeemed during the
twelve-month period beginning on January 15 of the years indicated below:


<TABLE>
<CAPTION>
           Year                             Percentage
           ----                             ----------
           <S>                              <C>
           2005                              105.875%
           2006                              103.917%
           2007                              101.958%
           2008 and thereafter               100.000%
</TABLE>



                 (b) Notwithstanding the provisions of clause (a) of this
Section 3.07, at any time prior to January 15, 2003, the Issuers may, on any
one or more occasions, redeem up to 35% of the aggregate principal amount at
maturity of the Notes originally issued under this Indenture on a pro rata
basis (or nearly as pro rata as practicable) at a redemption price of 111.75%
of the Accreted Value thereof, plus, after the Full Accretion Date, accrued and
unpaid interest to the redemption date, with the net cash proceeds of one or
more Equity Offerings; provided that

                          (1) at least 65% of the aggregate principal amount at
         maturity of Notes originally issued under this Indenture remains
         outstanding immediately after the occurrence of such redemption
         (excluding Notes held by the Company and its Subsidiaries); and
<PAGE>   57
                     (2) the redemption must occur within 60 days of the date
                 of the closing of such Equity Offering.

                 (c) Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06.

Section 3.08. 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 3.09. 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 termination of the Offer Period (the
"Purchase Date"), the Issuers shall purchase the principal amount at maturity
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 3.09 and
<PAGE>   58
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 principal amount at maturity 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 at maturity of the Note the Holder delivered for purchase and
a statement that such Holder is withdrawing his election to have such Note
purchased;

                 (h) that, if the aggregate Accreted Value 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
principal amount at maturity, 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 at maturity 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
<PAGE>   59
Officers' Certificate stating that such Notes or portions thereof were accepted
for payment by the Issuers in accordance with the terms of this Section 3.09.
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 at maturity 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.

                 Other than as specifically provided in this Section 3.09, any
purchase pursuant to this Section 3.09 shall be made pursuant to the provisions
of Sections 3.01 through 3.06.


                              ARTICLE 4 COVENANTS

Section 4.01. Payment of Notes.

                 The Issuers shall pay or cause to be paid the Accreted Value
of, premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes.  Accreted Value, 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 Accreted Value, 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 the 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 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
<PAGE>   60
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 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
<PAGE>   61
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
<PAGE>   62
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 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 4.6.
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);
<PAGE>   63
                 (b) purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or consolidation
involving the Company) any 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
<PAGE>   64
                                  (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;

                          (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
<PAGE>   65
         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 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,
<PAGE>   66
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 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:
<PAGE>   67
                 (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;

                 (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;
<PAGE>   68
                 (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 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
<PAGE>   69
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 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 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 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;
<PAGE>   70
                 (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 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
<PAGE>   71
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 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
<PAGE>   72
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 at maturity 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 the
Accreted Value thereof plus, after the Full Accretion Date, 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
Accreted Value 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 3.09.

Section 4.12. Sale and Leaseback Transactions.

                 The Company shall not, and shall not permit any of its
Restricted Subsidiaries
<PAGE>   73
to, enter into any sale and leaseback transaction; provided that the Company
may enter 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.
<PAGE>   74
                 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
<PAGE>   75
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.

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
principal amount at maturity 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 Accreted Value plus, for any
Change of Control Offer occurring after the Full Accretion Date, 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 accrete in
value or 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 accrete in value or 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 at maturity of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes
purchased; and
<PAGE>   76
                 (f) that Holders whose Notes are being purchased only in part
shall be issued new Notes equal in principal amount at maturity to the
unpurchased portion of the Notes surrendered, which unpurchased portion must be
equal to $1,000 in principal amount at maturity 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:

                 (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 at maturity 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 or principal amount at
maturity, as applicable, to any unpurchased portion of the Notes surrendered,
if any; provided that each such new Note shall be in a principal amount or
principal amount at maturity, as applicable, 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
<PAGE>   77
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 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
<PAGE>   78
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 5.1. 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:

                 (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
<PAGE>   79
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

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 Accreted
Value 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 at maturity of the Notes
<PAGE>   80
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,

                        (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:
<PAGE>   81
                           (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 aggregate principal amount at
maturity of the then outstanding Notes by notice to the Issuers and the Trustee
may declare all the Notes to be due and payable immediately in an amount equal
to (x) the Accreted Value of the Notes outstanding on the date of acceleration,
if such declaration is made prior to the Full Accretion Date or (y) the entire
principal amount at maturity of all the Notes outstanding on the date of
acceleration plus accrued interest, if any, to the date of acceleration, if
such declaration is made after the Full Accretion Date. The Holders of a
majority in aggregate principal amount at maturity 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 Accreted Value, 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 Accreted Value,
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
<PAGE>   82
in the Event of Default. All remedies are cumulative to the extent permitted by
law.

Section 6.04. Waiver of Existing Defaults.

                 Holders of not less than a majority in aggregate principal
amount at maturity 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 Accreted Value 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 at maturity 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 at maturity 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 aggregate principal amount
at maturity 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;
<PAGE>   83
                 (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

                 (e) during such 60-day period the Holders of a majority in
aggregate principal amount at maturity 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 Accreted Value, 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 Accreted Value of, premium, if any, and interest remaining unpaid on
the Notes and interest on overdue Accreted Value 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
<PAGE>   84
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 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 Accreted Value, premium, if any, and interest, ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on the Notes for Accreted Value, 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
<PAGE>   85
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 aggregate principal amount at maturity 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 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.
<PAGE>   86
                 (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.

                 (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
<PAGE>   87
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 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 Accreted Value 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.
<PAGE>   88
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.

                 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
<PAGE>   89
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 aggregate principal amount at maturity 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;

                 (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 aggregate principal amount at maturity of the then
outstanding Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Issuers.
<PAGE>   90
                 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 aggregate principal amount at
maturity 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).

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
<PAGE>   91
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:

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

                 (2) 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;

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

                 (4) the Legal Defeasance provisions of this Indenture;
<PAGE>   92
                 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;
<PAGE>   93
                 (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
<PAGE>   94
                 (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.
<PAGE>   95
                 Any money deposited with the Trustee or any Paying Agent, or
then held by the Issuers, in trust for the payment of the Accreted Value 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 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
Accreted Value 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;
<PAGE>   96
                 (c) 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;

                 (d) to make any change that would provide any additional
rights or benefits to the Holders of Notes or that does not adversely affect
the legal rights under this Indenture of any such Holder; or

                 (e) to comply with requirements of the SEC in order to effect
or maintain the qualification of this Indenture under the TIA or otherwise as
necessary to comply with applicable law.

                 Upon the request of the Issuers accompanied by a resolution of
their respective Boards of Directors authorizing the execution of any such
amended or supplemental Indenture, and upon receipt by the Trustee of the
documents described in Section 7.02, the Trustee shall join with the Issuers 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 at maturity 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 at maturity 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
<PAGE>   97
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 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 at maturity 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 at maturity of Notes whose
Holders must consent to an amendment, supplement or waiver;

                 (b) reduce the Accreted Value of or change the fixed maturity
of any Note or alter the payment provisions with respect to the redemption of
the Notes (other than provisions relating to Sections 4.11 and 4.16);

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

                 (d) waive a Default or Event of Default in the payment of
Accreted Value of, or premium, if any, or interest on the Notes (except a
rescission of acceleration of the Notes by the Holders of at least a majority
in aggregate principal amount at maturity of the Notes and a waiver of the
payment default that resulted from such acceleration);

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

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

                 (g) waive a redemption payment with respect to any Note (other
than a payment required by one of the covenants described in Sections 4.11 and
4.16); or
<PAGE>   98
                 (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 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.
<PAGE>   99

                            ARTICLE 10 MISCELLANEOUS

Section 10.1. 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.
         12444 Powerscourt Drive, Suite 100
         St. Louis, Missouri  63131
         Telecopier No.: (314) 965-8793
         Attention: Secretary

         With a copy to:

         Paul, Hastings, Janofsky & Walker LLP      Irell & Manella
         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.
<PAGE>   100
                 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 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.
<PAGE>   101
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.

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.

<PAGE>   102
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 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
<PAGE>   103
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;

                 (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.
<PAGE>   104
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]
<PAGE>   105
                                   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 & Secretary


                              CHARTER COMMUNICATIONS HOLDINGS CAPITAL
                                  CORPORATION, as an Issuer

                              By /s/ Curtis S. Shaw
                                 _____________________________________
                              Name: Curtis S. Shaw
                              Title:


                              HARRIS TRUST AND SAVINGS BANK,
                                   as Trustee

                              By  /s/ Judith Bartolini
                                _____________________________________
                              Name: Judith Bartolini
                              Title: Vice President
<PAGE>   106
                                                                       EXHIBIT A

                                 [Face of Note]

                          CUSIP NO. [_______________]

                     11.75% Senior Discount Notes due 2010

No.

                              $[________________]

                      CHARTER COMMUNICATIONS HOLDINGS, LLC

                                      and

              CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

promise to pay to  _________________________________________________________

or registered assigns,

the principal amount at maturity of  _____________________________________
Dollars

($______________________________) on January 15, 2010.

Interest Payment Dates: January 15 and July 15

Record Dates: January 1 and July 1

Subject to Restrictions set forth in this Note.

Dated: January 12, 2000

    CHARTER COMMUNICATIONS HOLDINGS, LLC


    By_____________________________________
    Name:
    Title:





                                      A-1
<PAGE>   107
    By_____________________________________
    Name:
    Title:





                                      A-2
<PAGE>   108
    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>   109
                                 [Back of Note]

                     11.75% Senior Discount Notes due 2010

FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE
DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE PRICE IS
$564.48, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $435.52, THE ISSUE DATE IS
JANUARY 12, 2000 AND THE YIELD TO MATURITY IS 11.75% PER ANNUM.

"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





                                      A-4
<PAGE>   110
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 the Exchange Offer or upon the registration of the Notes pursuant
    to the terms of the Registration Rights Agreement.





                                      A-5
<PAGE>   111
         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 at
maturity of this Note at the rate of 11.75% per annum. 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
January 15 and July 15 of each year (each an "Interest Payment Date"), or if
any such day is not a Business Day, on the next succeeding Business Day
commencing on July 15, 2005.  The principal amount at maturity of this Note
will not bear or accrue cash interest until January 15, 2005.  Cash 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 January 15, 2005; 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. The Issuers shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
Accreted Value 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 January 1 or July 1 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
Accreted Value, 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 Accreted Value 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>   112
         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
$532,000,000 in aggregate principal amount at maturity, of which all
$532,000,000 in aggregate principal amount at maturity of Notes were issued on
the Issue Date.

         5. OPTIONAL REDEMPTION.

         (a) Except as set forth in clause (b) of this Paragraph 5, the Issuers
shall not have the option to redeem the Notes prior to January 15, 2005.
Thereafter, the Issuers shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount at maturity) set forth
below plus accrued and unpaid interest thereon, if any, to the applicable
redemption date, if redeemed during the twelve-month period beginning on
January 15 of the years indicated below:


<TABLE>
<CAPTION>
                Year                        Percentage
                ----                        ----------
                <S>                         <C>
                2005                         105.875%
                2006                         103.917%
                2007                         101.958%
                2008 and thereafter          100.000%
</TABLE>

         (b) Notwithstanding the provisions of clause (a) of this Paragraph 5,
at any time prior to January 15, 2003, the Issuers may on any one or more
occasions redeem up to 35% of the aggregate principal amount at maturity of the
Notes originally issued under the Indenture on a pro rata basis (or as nearly
pro rata as practicable), at a redemption price of 111.75% of the Accreted
Value thereof, plus, after the Full Accretion Date, accrued and unpaid interest
to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that

             (1) at least 65% of the aggregate principal amount at maturity of
    Notes originally issued under the Indenture remains outstanding immediately
    after the





                                      A-7
<PAGE>   113
  occurrence of such redemption (excluding Notes held by the Company and its
                              Subsidiaries); and

             (2) the redemption must occur within 60 days of the date of the
         closing of such Equity Offering.

         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
principal amount at maturity or an integral multiple thereof) of each Holder's
Notes at a purchase price equal to 101% of the Accreted Value thereof plus, for
any Change of Control Offer occurring after the Full Accretion Date, 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 the Accreted Value thereof plus,
after the Full Accretion Date, 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 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





                                      A-8
<PAGE>   114
have such Notes purchased by completing the form entitled "Option of Holder to
Elect Purchase" on the reverse of the Notes.

         8. NOTICE OF REDEMPTION. Notice of redemption will be mailed by first
class mail at least 30 days but not more than 60 days before the redemption
date to each Holder whose Notes are to be redeemed at its registered address.
Notices of redemption may not be conditional. No Notes of $1,000 principal
amount at maturity or less may be redeemed in part. Notes in denominations
larger than $1,000 principal amount at maturity may be redeemed in part but
only in whole multiples of $1,000 principal amount at maturity, unless all of
the Notes held by a Holder are to be redeemed. On and after the redemption date
Accreted Value ceases to accrete and interest ceases to accrue, as the case may
be, on Notes or portions thereof called for redemption.

         9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 principal amount at maturity and
integral multiples of $1,000 principal amount at maturity. 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.

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

         11. 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 at maturity 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 at maturity 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





                                      A-9
<PAGE>   115
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 under the TIA or otherwise as
necessary to comply with applicable law.

         12. 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 Accreted Value 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 aggregate
principal amount at maturity 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 of 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 aggregate principal amount at
maturity of the then outstanding Notes by notice to the Issuers and the Trustee
may declare all the Notes to be due and payable in an amount equal to (x) the
Accreted Value of the Notes outstanding on the date of acceleration, if such
declaration is made prior to the Full Accretion Date or (y) the entire
principal amount at maturity of all the Notes outstanding on the date of
acceleration, plus accrued interest, if any, to the date of acceleration, if
such declaration is made after the Full Accretion Date. Holders may not enforce
the Indenture or the Notes except as provided in the Indenture. Subject to
certain





                                      A-10
<PAGE>   116
limitations, Holders of a majority in aggregate principal amount at maturity 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 at maturity 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
Accreted Value 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.

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

         14. 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.

         15. 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.

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

         17. 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).





                                      A-11
<PAGE>   117
         18. 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 the Exchange and
Registration Rights Agreement dated as of January 12, 2000, among the Issuers
and the initial purchasers named therein (the "Registration Rights Agreement").

         19. 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
    St. Louis, Missouri  63131
    Attention:  Secretary
    Telecopier No.: (314) 965-0555





                                      A-12
<PAGE>   118
                                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-13
<PAGE>   119
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-14
<PAGE>   120
             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>
                  Amount of                         Principal
                 decrease in      Amount of         Amount at
                  Principal      increase in        Maturity
                   Amount         Principal      of this Global
                 at Maturity      Amount at           Note
                   of this        Maturity          following       Signature of authorized
    Date of        Global       of this Global    such decrease      officer of Trustee or
   Exchange         Note            Note          (or increase)         Note Custodian
   --------      -----------    --------------   --------------     -----------------------
   <S>           <C>            <C>              <C>                <C>

</TABLE>








                                      A-15
<PAGE>   121
                                                                       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: 11.75% Senior Discount Notes due 2010

         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 at maturity 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>   122
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>   123
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.





                                      B-3
<PAGE>   124
         (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 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>   125
                       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>   126
                                                                       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:   11.75% Senior Discount Notes due 2010

                         (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 at maturity 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>   127
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





                                      C-2
<PAGE>   128
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 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>   129
                                                                       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:   11.75% Senior Discount Notes due 2010

         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 at maturity 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





                                      D-1
<PAGE>   130
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 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]





                                      D-2
<PAGE>   131
By__________________________________________
    Name:
    Title:

Dated:  ______________________________________





                                      D-3