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                                                                  Exhibit 4.2(b)

         INDENTURE dated as of January 10, 2001 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 BNY Midwest Trust Company, as trustee (the
"Trustee").

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

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.     Definitions.

         "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 became a Subsidiary of such specified
   Person, whether or not such Indebtedness is incurred in connection with, or
   in contemplation of, such other Person merging with or into, or becoming a
   Subsidiary of, such specified Person; and

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

         "Additional Notes" means the Issuers' 11.125% Senior Notes due 2011
issued under this Indenture in addition to the Original Notes (other than any
Notes issued in respect of Original Notes pursuant to Section 2.06, 2.07, 2.10,
3.06, 3.09, 4.16 or 9.05).

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

         "Agent" means any Registrar or Paying Agent.

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         "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Note or beneficial interest therein, the rules
and procedures of the Depositary, Euroclear and Clearstream, in each case to the
extent applicable to such transaction and as in effect from time to time.

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

         "Asset Sale" means:

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

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

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

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

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

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

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

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

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

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

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

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

         "Capital Stock" means:

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                  (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 March
17, 1999 (x) as a contribution to the common equity capital or from the issue or
sale of Equity Interests of the Company (other than Disqualified Stock) or (y)
from the issue or sale of convertible or exchangeable Disqualified Stock or
convertible or exchangeable debt securities of the Company that have been
converted into or exchanged for such Equity Interests (other than Equity
Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the
Company).

         "Cash Equivalents" means:

                  (1) United States dollars;

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

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

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

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         (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.

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

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

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

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

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                  (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.

         "Clearstream" means Clearstream Banking, societe anonyme (formerly
Cedelbank).

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

         "Company" means Charter Communications Holdings, LLC, a Delaware
limited liability company, and any successor in interest thereto. "Consolidated
EBITDA" means with respect to any Person, for any period, the net income of such
Person and its Restricted Subsidiaries for such period plus, to the extent such
amount was deducted in calculating such net income:

                  (1) Consolidated Interest Expense;

                  (2) income taxes;

                  (3) depreciation expense;

                  (4) amortization expense;

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

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         (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 of the Company 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 such Restricted
     Subsidiary's charter or any agreement, instrument, judgment, decree, order,
     statute, rule or governmental regulation applicable to such Restricted
     Subsidiary (other than any agreement or instrument evidencing Indebtedness
     or Preferred Stock (i) 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 or instrument restricting the declaration and
     payment of dividends or similar distributions apply only in the event of a
     default with respect to a financial covenant or a covenant relating to
     payment (beyond any applicable period of grace) contained in such agreement
     or instrument, (b) such terms are determined by such Person to be customary
     in comparable financings and (c) such restrictions are determined by the
     Company 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

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

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

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

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

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                  "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.

                  "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.

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

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

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

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

                  "Exchange Notes" means the Issuers' 11.125% Senior Notes due
2011, containing terms substantially identical to the Initial Notes or any
Initial Additional Notes (except that (i) such Exchange Notes shall not contain
terms with respect to transfer restrictions and shall be registered under the
Securities Act and (ii) certain provisions relating to an increase in the stated
rate of interest thereon shall be eliminated), that are issued and exchanged for
(a) the Initial Notes, as provided for in the Registration Rights Agreement
relating to such Initial Notes and this Indenture or (b) such Initial Additional
Notes, as may be provided in any Registration Rights Agreement relating to such
Initial Additional Notes and this Indenture (including any amendment or
supplement thereto).

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

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

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

                  "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.

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

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

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

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

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

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

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

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

                  "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;

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

                  (6) representing the notional amount of any Hedging
         Obligations,

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

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

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

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

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

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

                  "Initial Additional Notes" means Additional Notes issued in an
offering not registered under the Securities Act.

                  "Initial Notes" means the Issuer's 11.125% Senior Notes due
2011, issued on the Issue Date (and any Notes issued in respect thereof pursuant
to Section 2.06, 2.07, 2.10, 3.06, 3.09, 4.16 or 9.05).

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

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

                  "Investments" means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the forms
of direct or indirect loans (including guarantees of Indebtedness or other
obligations), advances or capital contributions

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(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 10, 2001.

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

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

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

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

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

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

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

                      (1) the issuance of the Notes;

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

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                      (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 Communications Operating, LLC and between
Charter Communications, Inc. and Restricted Subsidiaries of the Company and
pursuant to the limited liability company agreements of certain Restricted
Subsidiaries, as such management or limited liability company agreements exist
on the Issue Date (or, if later, on the date any new Restricted Subsidiary is
acquired or created), 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 or limited
liability company agreements existing on the Issue Date.

                  "Manager" means Charter Communications, Inc., in its capacity
as manager of the Company under the Company's limited liability company
agreement, dated as of February 9, 1999, as amended from time to time, and any
successor manager appointed pursuant to such limited liability company
agreement.

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

                  "Net Proceeds" means the aggregate cash proceeds received by
the Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash

                                       14
<PAGE>   15
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 Capital 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.

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

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

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

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

                                       15
<PAGE>   16
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 that
meets the requirements of Section 10.05. The counsel may be an employee of or
counsel to the Issuers or any Subsidiary of the Issuers.

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

                  "Other Notes" means the 10.750% 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 13.500% Senior Discount Notes due 2011 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 Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

                  "Permitted Investments" means:

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

                  (2) any Investment in Cash Equivalents;

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

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

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

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

                                       16
<PAGE>   17

                  (5) any Investment made out of the net cash proceeds of the
         issue and sale since March 17, 1999 (other than to a Subsidiary of the
         Company) of Equity Interests (other than Disqualified Stock) of the
         Company to the extent that (a) such net cash proceeds have not been
         applied to make a Restricted Payment or to effect other transactions
         pursuant to Section 4.07 or (b) 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 in Productive Assets made by the
         Company and its Restricted Subsidiaries pursuant to this clause (6)
         since March 17, 1999, not to exceed $150 million; provided that either
         the Company or any of its Restricted Subsidiaries, after giving effect
         to such Investments, will own at least 20% of the Voting Stock of any
         Person in which any such Investment is made;

                  (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 in any Person made by the Company
         and its Restricted Subsidiaries pursuant to this clause (7) since March
         17, 1999, 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;

                                       17
<PAGE>   18

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

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

                                       18
<PAGE>   19

         obligations of a similar nature incurred in the ordinary course of
         business (exclusive of obligations for the payment of borrowed money);

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

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

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

                      (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;

                                       19
<PAGE>   20
                      (22) Liens in favor of the Trustee arising under the
         provisions in this Indenture and in the indentures relating to the
         Other Notes, in each case under Section 7.07; and

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

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

                                       20
<PAGE>   21
                  "Preferred Stock," as applied to the Capital Stock of any
Person, means Capital Stock of any class or classes (however designated) which
by its terms is preferred in right of payment of dividends, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of
such Person.

                  "Principal" means Paul G. Allen.

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

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

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

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

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

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

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

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

                  "Related Party" means:

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

                      (2) any trust, corporation, partnership or other entity,
         the beneficiaries, stockholders, partners, owners or Persons
         beneficially holding an 80% or more


                                       21
<PAGE>   22
         controlling interest of which consist of the Principal and/or such
         other Persons referred to in the immediately preceding clause (1).

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

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

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

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

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

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

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

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

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

                                       22
<PAGE>   23
                  "Significant Subsidiary" means any Restricted Subsidiary of
the Company which is a "Significant Subsidiary" as defined in Rule 1-02(w) of
Regulation S-X under the Exchange Act.

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

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

                  "Subsidiary" means, with respect to any Person:

                      (1) any corporation, association or other business entity
         of which at least 50% of the total voting power of shares of Capital
         Stock entitled (without regard to the occurrence of any contingency) to
         vote in the election of directors, managers or trustees thereof is at
         the time owned or controlled, directly or indirectly, by such Person or
         one or more of the other Subsidiaries of that Person (or a combination
         thereof) and, in the case of any such entity of which 50% of the total
         voting power of shares of Capital Stock is so owned or controlled by
         such Person or one or more of the other Subsidiaries of such Person,
         such Person and its Subsidiaries also have 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 BNY Midwest Trust Company until a successor
replaces BNY Midwest Trust Company in accordance with the applicable provisions
of this Indenture and thereafter means the successor serving hereunder.

                                       23
<PAGE>   24

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

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

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

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

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

                                       24
<PAGE>   25
                "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

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

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

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

Section 1.02.     Other Definitions.

<TABLE>
<CAPTION>
                                                                       Defined in
Term                                                                     Section
----                                                                     -------
<S>                                                                    <C>
"Affiliate Transaction"..........................................         4.13
"Asset Sale Offer"...............................................         3.09
"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 Amount"...................................................         3.09
"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

</TABLE>

                                       25
<PAGE>   26
<TABLE>
<CAPTION>
                                                                       Defined in
Term                                                                     Section
----                                                                     -------
<S>                                                                    <C>
"Subordinated Debt Financing"....................................         4.10
"Subordinated Notes".............................................         4.10
"Subsidiary Guarantee"...........................................         4.17
"Suspended Covenants"............................................         4.19
</TABLE>

Section 1.03.     Incorporation by Reference of Trust Indenture Act.

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

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

        "indenture securities" means the Notes;

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

        "indenture to be qualified" means this Indenture;

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

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

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

Section 1.04.     Rules of Construction.

        Unless the context otherwise requires:

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

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

        (c) "or" is not exclusive;

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

        (e) provisions apply to successive events and transactions;

                                       26
<PAGE>   27
        (f) references to sections of or rules under the Securities Act shall be
deemed to include substitute, replacement of successor sections or rules adopted
by the SEC from time to time;

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

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

                                   ARTICLE 2

                                    THE NOTES

Section 2.01.     Form and Dating.

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

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

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

                                       27
<PAGE>   28
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee or the custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06.

                  (c) Euroclear and Clearstream 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
Clearstream" and "Customer Handbook" of Clearstream (or, in each case,
equivalent documents setting forth the procedures of Euroclear and
Clearstream) shall be applicable to transfers of beneficial interests in the
Regulation S Global Notes that are held by Participants through Euroclear or
Clearstream.

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 (which may be by facsimile) of the Trustee. The signature shall be
conclusive evidence that the Note has been authenticated under this Indenture.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Issuers may deliver Notes executed by the
Issuers to the Trustee for authentication; and the Trustee shall authenticate
and deliver (i) Initial Notes for original issue in the aggregate principal
amount of $500,000,000, (ii) Additional Notes from time to time for original
issue in aggregate principal amount specified by the Issuers and (iii) Exchange
Notes from time to time for issue in exchange for a like principal amount of
Initial Notes or Initial Additional Notes, in each case specified in clauses (i)
through (iii) above, upon a written order of the Issuers signed by an Officer of
each of the Issuers (an "Authentication Order"). Such Authentication Order shall
specify the amount of Notes to be authenticated and the date on which the Notes
are to be authenticated, whether such notes are to be Initial Notes, Additional
Notes or Exchange Notes and whether the Notes are to be issued as one or more
Global Notes and such other information as the Issuers may include or the
Trustee may reasonably request. The aggregate principal amount of Notes which
may be authenticated and delivered under this Indenture is unlimited.

                  On the Issue Date, the Issuers will issue $500,000,000
aggregate principal amount of Initial Notes. Initial Notes and any Initial
Additional Notes offered and sold in reliance on the exemption from registration
under the Securities Act provided by Section 4(2) thereunder or Rule 144A shall
be issued as one or more Rule 144A Global Notes.


                                       28
<PAGE>   29
Initial Notes and any Initial Additional Notes offered and sold in offshore
transactions in reliance on Regulation S shall be issued as one or more
Regulation S Global Notes.

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

Section 2.03.     Registrar and Paying Agent.

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

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

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

Section 2.04.     Paying Agent to Hold Money in Trust.

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

                                       29
<PAGE>   30

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 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

                                       30
<PAGE>   31
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. Prior to the expiration of the 40-day
distribution compliance period set forth in Regulation S, beneficial interests
in any Regulation S Global Note may be held only through Euroclear or
Clearstream unless transferred in accordance with Section 2.06(b)(iii)(A).
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 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.

                                       31
<PAGE>   32

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

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

                (A) if the transferee will take delivery in the form of a
         beneficial interest in the Rule 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 certificate in the form of Exhibit B hereto,
         including the certifications in item (2) thereof.

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

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

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

                                       32
<PAGE>   33
                (C) such transfer is effected by a broker-dealer pursuant to the
         Exchange Offer Registration Statement in accordance with a Registration
         Rights Agreement; or

                (D) such exchange or transfer is effected after the expiration
         of the 40-day distribution compliance period set forth in Regulation S
         and the Registrar receives the following:

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

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

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

                  If any such transfer is effected pursuant to subparagraph (B)
         or (D) above at a time when an Unrestricted Global Note has not yet
         been issued, the Issuers shall issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02, the Trustee shall
         authenticate one or more Unrestricted Global Notes in an aggregate
         principal amount equal to the aggregate principal amount of beneficial
         interests transferred pursuant to subparagraph (B) or (D) above.

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

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

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

                                       33
<PAGE>   34
           (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 (provided
       that any such beneficial interest in Regulation S Global Note shall not
       be so exchangeable until after the expiration of the 40-day distribution
       compliance period set forth in Regulation S);

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

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

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

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

                                       34
<PAGE>   35
shall instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant. The Trustee shall deliver such Definitive
Notes to the Persons in whose names such Notes are so registered. Any Definitive
Note issued in exchange for a beneficial interest in a Restricted Global Note
pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and
shall be subject to all restrictions on transfer contained therein.

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

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

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

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

                  (D) such exchange or transfer is effected after the expiration
           of the 40-day distribution compliance period set forth in Regulation
           S and 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;

                                       35
<PAGE>   36

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

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

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

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

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

                        (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;

                                       36
<PAGE>   37
                        (C) if such Restricted Definitive Note is being
              transferred to a Non-U.S. Person in an offshore transaction in
              accordance with Rule 903 or Rule 904 under the Securities Act, a
              certificate to the effect set forth in Exhibit B hereto, including
              the certifications in item (2) thereof;

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

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

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

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

     the Trustee shall cancel the Restricted Definitive Note, increase or cause
     to be increased the aggregate principal amount of, in the case of clause
     (A) above, the appropriate Restricted Global Note, in the case of clause
     (B) above, the Rule 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 an
          Exchange Offer in accordance with a Registration Rights Agreement and
          the Holder, in the case of an exchange, or the transferee, in the case
          of a transfer, certifies in the applicable Letter of Transmittal that
          it is not (1) a broker-dealer, (2) a Person participating in the
          distribution of the relevant Exchange Notes or (3) a Person who is an
          affiliate (as defined in Rule 144) of the Issuers;

                                       37
<PAGE>   38

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

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

                   (D) such exchange or transfer is effected after the
          expiration of the 40-day distribution compliance period set forth in
          Regulation S and the Registrar receives the following:

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

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

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

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

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

         If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above
at a time when an Unrestricted Global Note has not yet been issued, the Issuers
shall issue and, upon receipt


                                       38
<PAGE>   39
of an Authentication Order in accordance with Section 2.02, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the principal amount of Definitive Notes so transferred.

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

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

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

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

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

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

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

                                       39
<PAGE>   40
                  (B) any such transfer is effected pursuant to a Shelf
         Registration Statement in accordance with a Registration Rights
         Agreement;

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

                 (D) such exchange or transfer is effected after the expiration
        of the 40-day distribution compliance period set forth in Regulation S
        and the Registrar receives the following:

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

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

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

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

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


                                       40
<PAGE>   41
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the relevant Exchange Offer.
Concurrently with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Issuers shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Definitive Notes in the appropriate principal amount.

         (g) Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

             (i) Private Placement Legend.

                 (A) Except as permitted by subparagraph (B) below, each Global
         Note and each Definitive Note (and all Notes issued in exchange
         therefor or substitution thereof) shall bear the legend in
         substantially the following form:

         "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
         STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE
         OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A
         PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
         BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
         PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
         INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
         144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE
         904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL
         ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT SUBJECT TO THE CERTIFICATION AND
         DELIVERY REQUIREMENTS OF THE INDENTURE GOVERNING THE NOTES, (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),

                                       41
<PAGE>   42
         (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
     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."

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

            (i) General Provisions Relating to Transfers and Exchanges.

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

                                       42
<PAGE>   43

                (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.

                (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

                                       43
<PAGE>   44
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 legally binding
obligation of the Issuers and shall be entitled to all of the benefits of this
Indenture equally and proportionately with all other Notes duly issued
hereunder.

Section 2.08.     Outstanding Notes.

        The Notes outstanding at any time are all the Notes authenticated by the
Trustee 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 of this Indenture, and those described in this
Section as not outstanding. Except as set forth in Section 2.09, a Note does not
cease to be outstanding because either of the Issuers or an Affiliate of the
Issuers holds the Note; however, Notes held by an Issuer or a Subsidiary of an
Issuer shall not be deemed to be outstanding for purposes of Section 3.07(b).

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

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

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

Section 2.09.     Treasury Notes.

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

                                       44
<PAGE>   45

Section 2.10. Temporary Notes.

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

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

Section 2.11. Cancellation.

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


                                       45
<PAGE>   46
                                   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 principal amount of Notes to be
redeemed and (iv) the redemption price.

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 principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
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, 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;


                                       46
<PAGE>   47
      (b) the redemption price;

      (c) if any Note is being redeemed in part, the portion of the principal
amount 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 equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

      (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 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


                                       47
<PAGE>   48
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 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, 2006. 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) 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>
              2006                              105.563%
              2007                              103.708%
              2008                              101.854%
              2009 and thereafter               100.000%
</TABLE>

      (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at
any time prior to January 15, 2004, the Issuers may, on any one or more
occasions, redeem up to 35% of the original aggregate principal amount of the
Notes (including the principal amount of any Additional Notes) issued under this
Indenture on a pro rata basis (or nearly as pro rata as practicable) at a
redemption price of 111.125% of the principal amount thereof, plus accrued and
unpaid interest to the redemption date, with the net cash proceeds of one or
more Equity Offerings; provided that


                                       48
<PAGE>   49
            (1) at least 65% of the original aggregate principal amount of Notes
      (including the principal amount of any Additional Notes) issued under this
      Indenture remains outstanding immediately after the 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.

      (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 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:


                                       49
<PAGE>   50
      (a) that the Asset Sale Offer is being made pursuant to this Section 3.09
and Section 4.11 and the length of time the Asset Sale Offer shall remain open;

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

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

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

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

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

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

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

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

      On or before the Purchase Date, the Issuers shall, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer or
if less than the Offer Amount has been tendered, all Notes tendered, and shall
deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Issuers in accordance with the
terms of this Section 3.09. The Issuers, the Depositary or the Paying Agent, as
the case may be, shall promptly (but in any case not


                                       50
<PAGE>   51
later than five days after the Purchase Date) mail or deliver to each tendering
Holder an amount equal to the purchase price of the Notes tendered by such
Holder and accepted by the Issuers for purchase, and the Issuers shall promptly
issue a new Note, and the Trustee, upon written request from the Issuers shall
authenticate and mail or deliver such new Note to such Holder, in a principal
amount equal to any unpurchased portion of the Note surrendered. Any Note not so
accepted shall be promptly mailed or delivered by the Issuers to the Holder
thereof. The Issuers shall publicly announce the results of the Asset Sale Offer
on the Purchase Date.

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

      The Issuers shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in 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
redemption, repurchase, registration of transfer or for exchange and where
notices and demands to or upon the Issuers in respect of the Notes and this
Indenture may be served. The Issuers shall give prompt written notice to the
Trustee of the location, and any change in the location, of


                                       51
<PAGE>   52
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 Bank of New York, an affiliate of the
Trustee, at 101 Barclay Street, New York, New York 10286, 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 financial condition and
results of operations of the Unrestricted Subsidiaries of the Company.


                                       52
<PAGE>   53
      In addition, whether or not required by the Commission, the Issuers shall
file a copy of all of the information and reports referred to in clauses (1) and
(2) above with the Commission for public availability within the time periods
specified in the Commission's rules and regulations, unless the Commission will
not accept such a filing, and make such information available to securities
analysts and prospective investors upon request.

Section 4.04. Compliance Certificate.

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

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


                                       53
<PAGE>   54
      (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.05. Taxes.

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

Section 4.06. Stay, Extension and Usury Laws.

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

Section 4.07. Restricted Payments.

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

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

      (b) purchase, redeem or otherwise acquire or retire for value (including,
without limitation, in connection with any merger or consolidation involving the
Company or any of its Restricted Subsidiaries) any Equity Interests of the
Company or any direct or indirect parent of the Company or any Restricted
Subsidiary of the Company (other than,


                                       54
<PAGE>   55
in the case of the Company and its Restricted Subsidiaries, 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 March 17, 1999 (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 March 17, 1999 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 March 17,
      1999 to the end of the Company's most recently ended full fiscal quarter
      for which internal financial statements are available, taken as a single
      accounting period, plus

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

            (c) $100 million.

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


                                       55
<PAGE>   56
         (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 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 membership or stock option agreement in
   effect as of the Issue Date; 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


                                       56
<PAGE>   57
         (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 Directors'
determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $100 million. Not later than the date of making any
Restricted Payment, the Company shall deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this Section 4.07 were
computed, together with a copy of any fairness opinion or appraisal required by
this Indenture.

Section 4.08. Investments.

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

         (1) make any Restricted Investment; or

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

         unless, in each case:

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

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

      Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution of the Company 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


                                       57
<PAGE>   58
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
Section 4.10 calculated on a pro forma basis as if such designation had occurred
at the beginning of the Reference Period; and (2) no Default or Event of Default
would be in existence following such designation.

Section 4.09. Dividend and Other Payment Restrictions Affecting Subsidiaries.

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

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

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

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

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

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

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


                                       58
<PAGE>   59
         (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 this 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
   under Section 4.14 that limit the right of the Company or any of its
   Restricted Subsidiaries to dispose of the assets subject to such Lien;

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

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

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

         (13) restrictions that are not materially more restrictive than
   customary provisions in comparable financings and the management of the
   Company determines


                                       59
<PAGE>   60
   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 its 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 March 17, 1999 to
   repay Indebtedness under a Credit Facility pursuant to Section 4.11;

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

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

         (4) the incurrence by the Company or any of its Restricted Subsidiaries
   of Indebtedness represented by Capital Lease Obligations, mortgage financings
   or purchase money obligations, in each case, incurred for the purpose of
   financing all or any part of the purchase price or cost of construction or
   improvement (including, without limitation, the cost of design, development,
   construction, acquisition, transportation, installation, improvement, and
   migration) of Productive Assets of the


                                       60
<PAGE>   61
   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 this Indenture to be outstanding;

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

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

         (10) the incurrence by the Company or any of its Restricted
   Subsidiaries of additional Indebtedness in an aggregate principal amount at
   any time outstanding not to exceed 200% of the net cash proceeds received by
   the Company from the sale of its Equity Interests (other than Disqualified
   Stock) after March 17, 1999 to the extent such net cash proceeds have not
   been applied to make Restricted Payments or to


                                       61
<PAGE>   62
   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 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 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.


                                       62
<PAGE>   63
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 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


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<PAGE>   64
         (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.

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

      In the event that the Issuers shall be required to commence an offer to
Holders to purchase Notes pursuant to this Section 4.11, they shall follow the
procedures specified in Section 3.09.

Section 4.12. Sale and Leaseback Transactions.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company may enter 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, Section 4.11.


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<PAGE>   65
      The foregoing restrictions shall 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 Section 4.13 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.

      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


                                       65
<PAGE>   66
   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. 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 limited
liability company existence, and the corporate, partnership or other existence
of each of its Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Subsidiary and (ii) the rights (charter and statutory), licenses and
franchises of the Company and its Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its Subsidiaries
(other than Charter Capital), if the Board of Directors of the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders of the Notes.

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

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


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<PAGE>   67
      Within ten days following any Change of Control, the Issuers shall mail a
notice to each Holder (with a copy to the Trustee) describing the transaction or
transactions that constitute the Change of Control and stating:

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

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

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

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

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

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

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

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

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


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<PAGE>   68
            (b) deposit with the Paying Agent an amount equal to the Change of
      Control Payment in respect of all Notes or portions thereof so tendered;
      and

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

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

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

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

Section 4.17. Limitations on Issuances of Guarantees of Indebtedness.

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


                                       68
<PAGE>   69
Person became a Restricted Subsidiary and was not incurred in connection with,
or in contemplation of, such Person becoming a Restricted Subsidiary. If the
Guaranteed Indebtedness is subordinated to the Notes, then the Guarantee of such
Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at
least to the extent that the Guaranteed Indebtedness is subordinated to the
Notes.

Section 4.18. Payments for Consent.

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

Section 4.19. Application of Fall-Away Covenants.

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

                                   ARTICLE 5

                                   SUCCESSORS

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

      Neither of the Issuers may, directly or indirectly: (1) consolidate or
merge with or into another Person (whether or not such Issuer is the surviving
corporation); or (2) sell,


                                       69
<PAGE>   70
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 a Person other than
a corporation, a corporate co-issuer shall also be an obligor with respect to
the Notes);

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

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

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

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

Section 5.02. Successor Corporation Substituted.

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


                                       70
<PAGE>   71
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 principal of or
premium, if any, on the Notes;

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

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

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

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

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

      and, in each case, the principal amount of any such Indebtedness, together
with the principal amount of any other such Indebtedness under which there has
been a


                                       71
<PAGE>   72
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:

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

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

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

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

Section 6.02. Acceleration.

      In the case of an Event of Default arising from clause (g) or (h) of
Section 6.01 with respect to the Company, all outstanding Notes shall become due
and payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the Trustee by notice to the Issuers or the
Holders of at least 25% in principal amount of the then outstanding Notes by
notice to the Issuers and the Trustee may declare all the Notes to be due and
payable immediately. The Holders of a majority in


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<PAGE>   73
aggregate principal amount of the Notes then outstanding by written notice to
the Trustee may on behalf of all of the Holders rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal, interest
or premium that has become due solely because of the acceleration) have been
cured or waived.

Section 6.03. Other Remedies.

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

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

Section 6.04. Waiver of Existing Defaults.

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

Section 6.05. Control by Majority.

      Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture, that the Trustee determines may be
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.


                                       73
<PAGE>   74
Section 6.06. Limitation on Suits.

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

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

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

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

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

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

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

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

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

Section 6.08. Collection Suit by Trustee.

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


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<PAGE>   75
Section 6.09. Trustee May File Proofs of Claim.

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

Section 6.10. Priorities.

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

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

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

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


                                       75
<PAGE>   76
      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 and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 6.07, or a suit by Holders of more than 10%
in principal amount of the then outstanding Notes.

                                   ARTICLE 7

                                     TRUSTEE

Section 7.01. Duties of Trustee.

      (a) If an Event of Default has occurred and is continuing, the Trustee
shall 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 required to be
   furnished to the Trustee hereunder 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 (but need not confirm or investigate the accuracy of any
   mathematical calculations or other facts stated therein).


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<PAGE>   77
      (c) The Trustee may not be relieved from liabilities for its own gross
negligent action, its own gross negligent failure to act, or its own willful
misconduct, except that:

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

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

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

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

      (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability, claim,
damage 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 (whether in its
original or facsimile form) 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 of its own selection and the written advice or opinion of such counsel
or any Opinion of Counsel shall be full and


                                       77
<PAGE>   78
complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

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

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

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

      (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered to the Trustee reasonable
security or indemnity satisfactory to it 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 and received by a
Responsible Officer of 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


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<PAGE>   79
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 a Responsible Officer of the Trustee, the Trustee shall mail to Holders
of Notes a notice of the Default or Event of Default within 90 days after the
Trustee acquires knowledge thereof. Except in the case of a Default or Event of
Default in payment of principal of, premium, if any, or interest on any Note,
the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Notes.

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

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

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

Section 7.07. Compensation and Indemnity.

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

      The Issuers shall, jointly and severally, indemnify the Trustee against
any and all losses, liabilities, claims, damages or expenses (including
reasonable legal fees and 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


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<PAGE>   80
person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its gross negligence or willful misconduct. The
Trustee shall notify the Issuers promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the
Issuers of their obligations hereunder. The Issuers shall defend the claim and
the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Issuers shall pay the reasonable fees and expenses of such
counsel. The Issuers need not pay for any settlement made without their consent,
which consent shall not be unreasonably withheld.

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

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

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

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

Section 7.08. Replacement of Trustee.

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

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

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

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

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


                                       80
<PAGE>   81
      (d) the Trustee becomes incapable of acting.

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

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


                                       81
<PAGE>   82
      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 TIA ss. 311(a) to the extent indicated therein.

                                   ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

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

Section 8.02. Legal Defeasance and Discharge.

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

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

      (b) the Issuers' obligations with respect to the Notes concerning issuing
temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen
Notes and the


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<PAGE>   83
maintenance of an office or agency for payment and money for security payments
held in trust;

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

      (d) the Legal Defeasance provisions of this Indenture;

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

Section 8.03. Covenant Defeasance.

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

Section 8.04. Conditions to Legal or Covenant Defeasance.

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

      In order to exercise either Legal Defeasance or Covenant Defeasance:


                                       83
<PAGE>   84
      (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;

      (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 its
Restricted Subsidiaries is a party or by which the Company or any of its
Restricted Subsidiaries is bound;

      (6) the Company must have delivered to the 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;


                                       84
<PAGE>   85
      (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

      (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.


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<PAGE>   86
Section 8.06. Repayment to Issuers.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Issuers, in trust for the payment of the principal of, premium, if any, or
interest on any Note and remaining unclaimed for two years after such principal,
and premium, if any, or interest has become due and payable shall be paid to the
Issuers on their request or (if then held by the Issuers) shall be discharged
from such trust; and the Holder of such Note shall thereafter look only to the
Issuers for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Issuers as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Issuers cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining shall be repaid to the Issuers.

Section 8.07. Reinstatement.

      If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Issuers' obligations under this Indenture and the Notes,
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.02 or 8.03, as the case may
be; provided, however, that, if the Issuers make any payment of principal of,
premium, if any, or interest on any Note following the reinstatement of their
obligations, the Issuers shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.

                                   ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

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

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


                                       86
<PAGE>   87
      (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes;

      (c) to provide for or confirm the issuance of Additional Notes;

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

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

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

      Upon the request of the Issuers accompanied by a resolution of their
respective Boards of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon receipt by the Trustee of the documents
described in Section 7.02, the Trustee shall join with the Issuers in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02. With Consent of Holders of Notes.

      Except as provided below in this Section 9.02, this Indenture (including
Sections 4.11 and 4.16) or the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in aggregate principal amount of
the Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or a tender offer or exchange offer for, Notes)
and, subject to Sections 6.04 and 6.07, any existing Default or compliance with
any provision of this Indenture or the Notes may be waived with the consent of
the Holders of a majority in aggregate principal amount of the Notes then
outstanding (including, without limitation, consents obtained in connection with
a purchase of, or a tender offer or exchange offer for, Notes). Section 2.08
shall determine which Notes are considered to be "outstanding" for purposes of
this Section 9.02.

      Upon the request of the Issuers accompanied by a resolution of their
respective Boards of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the


                                       87
<PAGE>   88
documents described in Section 7.02, the Trustee shall join with the Issuers in
the execution of such amended or supplemental Indenture unless such amended or
supplemental Indenture directly affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture.

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

      After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07, the Holders of a
majority in aggregate principal amount of the Notes then outstanding may waive
compliance in a particular instance by the Issuers with any provision of this
Indenture or the Notes. However, without the consent of each Holder affected, an
amendment, supplement or waiver under this Section 9.02 may not (with respect to
any Notes held by a non-consenting Holder):

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

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

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

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

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

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

      (g) waive a redemption payment with respect to any Note (other than a
payment required by Sections 4.11 and 4.16); or


                                       88
<PAGE>   89
      (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.


                                       89
<PAGE>   90
                                   ARTICLE 10

                                  MISCELLANEOUS

Section 10.01. Trust Indenture Act Controls.

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

Section 10.02. Notices.

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

      If to the Issuers:

      Charter Communications Holdings, LLC
      Charter Communications Holdings Capital Corporation
      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:

      BNY Midwest Trust Company
      2 N. LaSalle Street, Suite 1020
      Chicago, Illinois 60602
      Telecopier No.: (312) 827-8542
      Attention:  Corporate Trust Department


                                       90
<PAGE>   91
      The Issuers or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.

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

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

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

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

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

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


                                       91
<PAGE>   92
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 LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS INDENTURE AND THE NOTES AND ANY SUBSIDIARY GUARANTEE WITHOUT
GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE
COURTS


                                       92
<PAGE>   93
OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS INDENTURE OR THE NOTES OR ANY SUBSIDIARY 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 rights of registration of transfer or exchange of Notes herein
expressly provided for), and the


                                       93
<PAGE>   94
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.


                                       94
<PAGE>   95
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]


                                       95
<PAGE>   96
                                   SIGNATURES

Dated as of January 10, 2001


                        CHARTER COMMUNICATIONS HOLDINGS, LLC, as an Issuer


                        By:   /s/ Steven A. Schumm
                           _________________________________
                           Name:  Steven A. Schumm
                           Title: Executive Vice President


                        CHARTER COMMUNICATIONS HOLDINGS CAPITAL
                            CORPORATION, as an Issuer

                        By:  /s/ Steven A. Schumm
                           _________________________________
                           Name:  Steven A. Schumm
                           Title: Executive Vice President


                        BNY MIDWEST TRUST COMPANY,
                           as Trustee

                        By:    /s/ M. Callahan
                           _________________________________
                           Name:  M. Callahan
                           Title: Assistant Vice President


                                       96
<PAGE>   97
                                                                       EXHIBIT A

                                 [Face of Note]

                           CUSIP NO. [_______________]

                          11.125% Senior Notes due 2011

      No.

                               $[_______________]

                      CHARTER COMMUNICATIONS HOLDINGS, LLC

                                       and

               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

      promise to pay to
____________________________________________________________

            or registered assigns,

            the principal amount of  __________________________________ Dollars

            ($______________________________) on January 15, 2011.

            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 10, 2001.

   CHARTER COMMUNICATIONS HOLDINGS, LLC


   By__________________________________
   Name:
   Title:


   By__________________________________
   Name:
   Title:


                                      A-1
<PAGE>   98
   CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION


   By__________________________________
   Name:
   Title:


   By__________________________________
   Name:
   Title:


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

BNY MIDWEST TRUST COMPANY,
   as Trustee

By:_________________________________
   Authorized Signatory


                                      A-2
<PAGE>   99
                                 [Back of Note]

                          11.125% Senior Notes due 2011

      "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 SUBJECT TO THE CERTIFICATION AND DELIVERY
REQUIREMENTS OF THE INDENTURE GOVERNING THE NOTES, (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



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

                                      A-3
<PAGE>   100
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES."(2)

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

      1. INTEREST. Charter Communications Holdings, LLC, a Delaware limited
liability company (the "Company"), and Charter Communications Holdings Capital
Corporation, a Delaware corporation ("Charter Capital" and, together with the
Company, the "Issuers"), promise to pay interest on the principal amount of this
Note at the rate of 11.125% per annum from January 10, 2001 until maturity. The
interest rate on the Notes is subject to increase pursuant to the provisions of
the Registration Rights Agreement. The Issuers will pay interest semi-annually
in arrears on 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. Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face and the next succeeding Interest Payment Date, interest shall accrue
from such next succeeding Interest Payment Date; provided, further, that the
first Interest Payment Date shall be July 15, 2001. The Issuers shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; they
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

      2. METHOD OF PAYMENT. The Issuers shall pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the 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 principal,
premium, if any, and interest at the office or agency of the Issuers maintained
for such purpose within or without the City and State of New York, or, at the
option of the Issuers, payment of interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and



(2) This paragraph should be removed upon the exchange of Notes for Exchange
Notes in an Exchange Offer or upon the registration of the Notes pursuant to the
terms of a Registration Rights Agreement.

                                       A-4
<PAGE>   101
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest and premium on all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Issuers or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

      3. PAYING AGENT AND REGISTRAR. Initially, BNY Midwest Trust Company, 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 10, 2001 (the "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.

      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, 2006.
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) 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>
              2006                              105.563%
              2007                              103.708%
              2008                              101.854%
              2009 and thereafter               100.000%
</TABLE>

      (b) Notwithstanding the provisions of clause (a) of this Paragraph 5, at
any time prior to January 15, 2004, the Issuers may on any one or more occasions
redeem up to 35% of the original aggregate principal amount of the Notes
(including the principal amount of any Additional Notes) issued under the
Indenture on a pro rata basis (or as nearly pro rata as practicable), at a
redemption price of 111.125% of the principal amount

                                      A-5
<PAGE>   102
thereof, plus 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 original aggregate principal amount of Notes
      (including the principal amount of any Additional Notes) issued under the
      Indenture remains outstanding immediately after the 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 or an
integral multiple thereof) of each Holder's Notes at a purchase price equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date of purchase (the "Change of Control Payment").
Within 10 days following any Change of Control, the Issuers shall mail a notice
to each Holder describing the transaction or transactions that constitute the
Change of Control and offering to repurchase Notes on the Change of Control
Payment Date specified in such notice, pursuant to the procedures required by
the Indenture and described in such notice.

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


                                      A-6
<PAGE>   103
Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders
of Notes that are the subject of an offer to purchase will receive an Asset Sale
Offer from the Company prior to any related purchase date and may elect to have
such Notes purchased by completing the form entitled "Option of Holder to Elect
Purchase" on the reverse of the Notes.

      8. 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 or less may be redeemed
in part. Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed. On and after the redemption date interest ceases to accrue 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 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Issuers may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuers need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Issuers
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

      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 of the Notes then
outstanding (including, without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, Notes), and any existing
default or compliance with any provision of the Indenture or the Notes may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Notes then outstanding (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes). Without the consent of any Holder of a Note, the Issuers and the
Trustee may amend or supplement the Indenture or the Notes to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
an Issuers' obligations to Holders of Notes in the case of a merger or
consolidation or sale of


                                      A-7
<PAGE>   104
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 principal of or premium, if any, on the
Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to
comply with Sections 4.16 and 5.01 of the Indenture, (iv) failure by the Company
or any of its Restricted Subsidiaries for 30 days after written notice thereof
has been given to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% of the principal amount of the Notes outstanding
to comply with any of their other covenants or agreements in the Indenture, (v)
default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by the Company or any of its Restricted Subsidiaries (or the payment of
which is guaranteed by the Company or any of its Restricted Subsidiaries),
whether such Indebtedness or guarantee now exists or is created after the date
of the Indenture, if that default: (a) is caused by a failure to pay at final
stated maturity the principal amount of such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness on the date of such
default (a "Payment Default"); or (b) results in the acceleration of such
Indebtedness prior to its express maturity, and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $100 million or more, (vi) failure
by the Company or any of its Restricted Subsidiaries to pay final judgments
which are non-appealable aggregating in excess of $100 million (net of
applicable insurance which has not been denied in writing by the insurer), which
judgments are not paid, discharged or stayed for a period of 60 days or (vii)
certain events of bankruptcy or insolvency with respect to the Company or any 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 principal amount of the then
outstanding Notes by notice to the Issuers and the Trustee may declare all the
Notes to be due and payable. Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. Subject to certain limitations, Holders of
a majority in aggregate principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the


                                      A-8
<PAGE>   105
Notes then outstanding by notice to the Trustee may on behalf of the Holders of
all of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default
in the payment of interest on, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture. Upon becoming aware of any Default or Event of Default, the
Company is required to deliver to the Trustee a statement specifying such
Default or Event of Default.

      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. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THIS NOTE AND THE INDENTURE WITHOUT GIVING EFFECT TO THE
APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 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).

      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 any Registration Rights Agreement.


                                      A-9
<PAGE>   106
      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-10
<PAGE>   107
                                     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-11
<PAGE>   108
                       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-12
<PAGE>   109
              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

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

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

</TABLE>



                                      A-13

<PAGE>   110
                                                                       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

BNY Midwest Trust Company
2 N. LaSalle Street, Suite 1020
Chicago, Illinois 60602
Telecopier No.: (312) 827-8542
Attention:  Corporate Trust Department

         Re:  11.125% Senior Notes due 2011

         Reference is hereby made to the Indenture, dated as of January 10, 2001
(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 BNY Midwest Trust Company, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

         [CHECK ALL THAT APPLY]

         1. / / Check if Transferee will take delivery of a beneficial interest
in the Rule 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 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,

                                      B-1
<PAGE>   111
the transferred beneficial interest or Definitive Note will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Rule 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. If the Transfer of the
beneficial interest occurs prior to the expiration of the 40-day distribution
compliance period set forth in Regulation S, the transferred beneficial interest
will be held immediately thereafter through Euroclear or Clearstream.

         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 requirements of the Securities Act; or

                                      B-2
<PAGE>   112
         (d) / / such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to beneficial interests in a
Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit D to the Indenture and (2) an
Opinion of Counsel provided by the Transferor or the Transferee (a copy of which
the Transferor has attached to this certification), to the effect that such
Transfer is in compliance with the Securities Act. Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Note and/or the Definitive Notes and in the Indenture and the Securities
Act.

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

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

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

         (c) / / Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration

                                      B-3
<PAGE>   113
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>   114
                       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) / / Rule 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) / / Rule 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>   115
                                                                       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

BNY Midwest Trust Company
2 N. LaSalle Street, Suite 1020
Chicago, Illinois 60602
Telecopier No.: (312) 827-8542
Attention:  Corporate Trust Department

         Re:  11.125% Senior Notes due 2011

                         (CUSIP ______________________)

         Reference is hereby made to the Indenture, dated as of January 10, 2001
(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 BNY Midwest Trust Company, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

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

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

                                      C-1
<PAGE>   116
Global Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States. If the Exchange is from
beneficial interest in a Regulation S Global Note to beneficial interest in an
Unrestricted Global Note, the Owner further certifies that it is either (x) a
non-U.S. Person to whom Notes would be transferred in accordance with Regulation
S or (y) a U.S. person who purchased Notes in a transaction that did not require
registration under the Securities Act.

         (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. If the Exchange is from beneficial interest in a
Regulation S Global Note to an Unrestricted Definitive Note, the Owner further
certifies that it is either (x) a non-U.S. Person to whom Notes could be
transferred in accordance with Regulation S or (y) a U.S. Person who purchased
Notes in a transaction that did not require registration under the Securities
Act.

         (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.

                                      C-2
<PAGE>   117
         2. Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes

         (a) / / Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. If the Exchange is from beneficial interest in a Regulation S
Global Note to a Restricted Definitive Note, the Owner further certifies that it
is either (x) a non-U.S. Person to whom Notes could be transferred in accordance
with Regulation S or (y) a U.S. Person who purchased Notes in a transaction that
did not require registration under the Securities Act. 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]
o Rule 144A Global Note or o 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.

                                      C-3
<PAGE>   118
_____________________________________________________
                  [Insert Name of Transferor]


By __________________________________________________
   Name:
   Title:


Dated:_______________________________________________

                                      C-4
<PAGE>   119
                                                                       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

BNY Midwest Trust Company
2 N. LaSalle Street, Suite 1020
Chicago, Illinois 60602
Telecopier No.: (312) 827-8542
Attention:  Corporate Trust Department

        Re:  11.125% Senior Notes due 2011

         Reference is hereby made to the Indenture, dated as of January 10, 2001
(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 BNY Midwest Trust Company, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

         (a) / / a beneficial interest in a Global Note, or

         (b) / / a Definitive Note,

         we confirm that:

         1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

         2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any

                                      D-1
<PAGE>   120
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.

                                      D-2
<PAGE>   121
________________________________________________________
                  [Insert Name of Transferor]


By _____________________________________________________
   Name:
   Title:


Dated:__________________________________________________

                                      D-3
<PAGE>   122
                                                                  EXECUTION COPY







                      CHARTER COMMUNICATIONS HOLDINGS, LLC

                                       and

              CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION,

                                   as Issuers

                                       and

                           BNY MIDWEST TRUST COMPANY,

                                   as Trustee






                                    INDENTURE


                          Dated as of January 10, 2001





                          11.125% Senior Notes due 2011
<PAGE>   123
                             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
317(a)(1)..........................................................     6.08
(a)(2).............................................................     6.09
</TABLE>

                                       i
<PAGE>   124
<TABLE>
<CAPTION>
Trust Indenture Act Section                                             Indenture Section
---------------------------                                             -----------------
<S>                                                                     <C>
(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>   125
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                         <C>
ARTICLE 1           DEFINITIONS AND INCORPORATION BY REFERENCE............................   1
     Section 1.01.       Definitions......................................................   1
     Section 1.02.       Other Definitions................................................  25
     Section 1.03.       Incorporation by Reference of Trust Indenture Act................  26
     Section 1.04.       Rules of Construction............................................  26

ARTICLE 2           THE NOTES.............................................................  27
     Section 2.01.       Form and Dating..................................................  27
     Section 2.02.       Execution and Authentication.....................................  28
     Section 2.03.       Registrar and Paying Agent.......................................  29
     Section 2.04.       Paying Agent to Hold Money in Trust..............................  29
     Section 2.05.       Holder Lists.....................................................  30
     Section 2.06.       Transfer and Exchange............................................  30
     Section 2.07.       Replacement Notes................................................  43
     Section 2.08.       Outstanding Notes................................................  44
     Section 2.09.       Treasury Notes...................................................  44
     Section 2.10.       Temporary Notes..................................................  45
     Section 2.11.       Cancellation.....................................................  45
     Section 2.12.       Defaulted Interest...............................................  45

ARTICLE 3           REDEMPTION AND PREPAYMENT.............................................  46
     Section 3.01.       Notices to Trustee...............................................  46
     Section 3.02.       Selection of Notes to Be Redeemed................................  46
     Section 3.03.       Notice of Redemption.............................................  46
     Section 3.04.       Effect of Notice of Redemption...................................  47
     Section 3.05.       Deposit of Redemption Price......................................  47
     Section 3.06.       Notes Redeemed in Part...........................................  48
     Section 3.07.       Optional Redemption..............................................  48
     Section 3.08.       Mandatory Redemption.............................................  49
     Section 3.09.       Offer to Purchase by Application of Excess Proceeds..............  49

ARTICLE 4           COVENANTS.............................................................  51
     Section 4.01.       Payment of Notes.................................................  51
     Section 4.02.       Maintenance of Office or Agency..................................  51
     Section 4.03.       Reports..........................................................  52
     Section 4.04.       Compliance Certificate...........................................  53
     Section 4.05.       Taxes............................................................  54
     Section 4.06.       Stay, Extension and Usury Laws...................................  54
     Section 4.07.       Restricted Payments..............................................  54
</TABLE>

                                      iii
<PAGE>   126
<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                         <C>
     Section 4.08.       Investments......................................................  57
     Section 4.09.       Dividend and Other Payment Restrictions Affecting Subsidiaries...  58
     Section 4.10.       Incurrence of Indebtedness and Issuance of Preferred Stock.......  60
     Section 4.11.       Limitation on Asset Sales........................................  63
     Section 4.12.       Sale and Leaseback Transactions..................................  64
     Section 4.13.       Transactions with Affiliates.....................................  65
     Section 4.14.       Liens............................................................  66
     Section 4.15.       Existence........................................................  66
     Section 4.16.       Repurchase at the Option of Holders upon a Change of Control.....  66
     Section 4.17.       Limitations on Issuances of Guarantees of Indebtedness...........  68
     Section 4.18.       Payments for Consent.............................................  69
     Section 4.19.       Application of Fall-Away Covenants...............................  69

ARTICLE 5           SUCCESSORS............................................................  69
     Section 5.01.       Merger, Consolidation, or Sale of Assets.........................  69
     Section 5.02.       Successor Corporation Substituted................................  70

ARTICLE 6           DEFAULTS AND REMEDIES.................................................  71
     Section 6.01.       Events of Default................................................  71
     Section 6.02.       Acceleration.....................................................  72
     Section 6.03.       Other Remedies...................................................  73
     Section 6.04.       Waiver of Existing Defaults......................................  73
     Section 6.05.       Control by Majority..............................................  73
     Section 6.06.       Limitation on Suits..............................................  74
     Section 6.07.       Rights of Holders of Notes to Receive Payment....................  74
     Section 6.08.       Collection Suit by Trustee.......................................  74
     Section 6.09.       Trustee May File Proofs of Claim.................................  75
     Section 6.10.       Priorities.......................................................  75
     Section 6.11.       Undertaking for Costs............................................  76

ARTICLE 7           TRUSTEE...............................................................  76
     Section 7.01.       Duties of Trustee................................................  76
     Section 7.02.       Rights of Trustee................................................  77
     Section 7.03.       Individual Rights of Trustee.....................................  78
     Section 7.04.       Trustee's Disclaimer.............................................  78
     Section 7.05.       Notice of Defaults...............................................  79
     Section 7.06.       Reports by Trustee to Holders of the Notes.......................  79
     Section 7.07.       Compensation and Indemnity.......................................  79
     Section 7.08.       Replacement of Trustee...........................................  80
     Section 7.09.       Successor Trustee by Merger, etc.................................  81
     Section 7.10.       Eligibility; Disqualification....................................  81
</TABLE>

                                       iv
<PAGE>   127
<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                         <C>
     Section 7.11.       Preferential Collection of Claims Against the Issuers............  82

ARTICLE 8           LEGAL DEFEASANCE AND COVENANT DEFEASANCE..............................  82
     Section 8.01.       Option to Effect Legal Defeasance or Covenant Defeasance.........  82
     Section 8.02.       Legal Defeasance and Discharge...................................  82
     Section 8.03.       Covenant Defeasance..............................................  83
     Section 8.04.       Conditions to Legal or Covenant Defeasance.......................  83
     Section 8.05.       Deposited Money and Government Securities to Be Held in Trust;
                         Other Miscellaneous Provisions...................................  85
     Section 8.06.       Repayment to Issuers.............................................  86
     Section 8.07.       Reinstatement....................................................  86

ARTICLE 9           AMENDMENT, SUPPLEMENT AND WAIVER......................................  86
     Section 9.01.       Without Consent of Holders of Notes..............................  86
     Section 9.02.       With Consent of Holders of Notes.................................  87
     Section 9.03.       Compliance with Trust Indenture Act..............................  89
     Section 9.04.       Revocation and Effect of Consents................................  89
     Section 9.05.       Notation on or Exchange of Notes.................................  89
     Section 9.06.       Trustee to Sign Amendments, etc..................................  89

ARTICLE 10          MISCELLANEOUS.........................................................  90
     Section 10.01.      Trust Indenture Act Controls.....................................  90
     Section 10.02.      Notices..........................................................  90
     Section 10.03.      Communication by Holders of Notes with Other Holders of Notes....  91
     Section 10.04.      Certificate and Opinion as to Conditions Precedent...............  91
     Section 10.05.      Statements Required in Certificate or Opinion....................  92
     Section 10.06.      Rules by Trustee and Agents......................................  92
     Section 10.07.      No Personal Liability of Directors, Officers, Employees,
                         Members and Stockholders.........................................  92
     Section 10.08.      Governing Law....................................................  92
     Section 10.09.      No Adverse Interpretation of Other Agreements....................  93
     Section 10.10.      Successors.......................................................  93
     Section 10.11.      Severability.....................................................  93
     Section 10.12.      Counterpart Originals............................................  93
     Section 10.13.      Table of Contents, Headings, etc.................................  93

ARTICLE 11          SATISFACTION AND DISCHARGE............................................  93
     Section 11.01.      Satisfaction and Discharge of Indenture..........................  93
     Section 11.02.      Application of Trust Money.......................................  95
</TABLE>

                                       v
<PAGE>   128
<TABLE>
<S>                                                                                         <C>
EXHIBIT A.................................................................................  A-1

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

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

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

                                       vi