<PAGE>

                                                                 Exhibit 10.4(a)
                                                                 Conformed Copy


      INDENTURE dated as of January 14, 2002 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 12.125% Senior
Discount Notes due 2012 (the "Notes"):

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

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

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

<TABLE>
<CAPTION>
              Semi-Annual Accrual Date      Accreted Value
              ------------------------      --------------
<S>                                         <C>
              Issue Date                      $ 554.93
              July 15, 2002                     588.76
              January 15, 2003                  624.46
              July 15, 2003                     662.31
              January 15, 2004                  702.47
              July 15, 2004                     745.05
              January 15, 2005                  790.22
              July 15, 2005                     838.13
              January 15, 2006                  888.94
              July 15, 2006                     942.84
              January 15, 2007                $1000.00
</TABLE>

      (ii) if the specified date occurs before the first Semi-Annual Accrual
Date, the Accreted Value will equal the sum of (a) $554.93 and (b) an amount
equal to the product of (1) the Accreted Value for the first Semi-Annual Accrual
Date less $554.93 multiplied by (2) a fraction, the numerator of which is the
number of days from the Issue Date of the
<PAGE>
Notes to the specified date, using a 360-day year of twelve 30-day months, and
the denominator of which is the number of days elapsed from the Issue Date to
the first Semi-Annual Accrual Date, using a 360-day year of twelve 30-day
months;

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

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

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

      (1) Indebtedness of any other Person existing at the time such other
Person is merged with or into or 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.

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

      "Agent" means any Registrar or Paying Agent.

      "Applicable Procedures" means, with respect to any transfer or 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.

                                       2
<PAGE>
      "Asset Acquisition" means (a) an Investment by the Company or any of the
Company's Restricted Subsidiaries in any other Person pursuant to which such
Person shall become a Restricted Subsidiary of the Company or any of its
Restricted Subsidiaries or shall be merged with or into the Company or any of
the Company's Restricted Subsidiaries, or (b) the acquisition by the Company or
any of the Company's Restricted Subsidiaries of the assets of any Person which
constitute all or substantially all of the assets of such Person, any division
or line of business of such Person or any other properties or assets of such
Person other than in the ordinary course of business.

      "Asset Sale" means:

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

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

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

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

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

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

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

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

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

                                       3
<PAGE>
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:

      (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;


                                       4
<PAGE>
      (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 pxledged in support thereof)
having maturities of not more than twelve months from the date of acquisition;

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

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

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

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

                                       5
<PAGE>
      (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;

      (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

                                       6
<PAGE>
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;

      (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

                                       7
<PAGE>
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

      (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,

                                       8
<PAGE>
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.

      "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.

                                       9
<PAGE>
      "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.

      "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.


                                       10
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      "Exchange Notes" means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f).

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

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

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

      "Full Accretion Date" means January 15, 2007, the first date on which the
Accreted Value of the Notes has accreted to an amount equal to the principal
amount at maturity of the Notes.

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

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

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

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

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

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

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


                                       11
<PAGE>
      (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;

      (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.

                                       12
<PAGE>
      "Indenture" means this Indenture, as amended or supplemented from time to
time.

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

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

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

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

      "Issue Date" means January 14, 2002.

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

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

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

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

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

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

                                       13
<PAGE>
      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

      (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,


                                       14
<PAGE>
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 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.

                                       15
<PAGE>
      "Note" or "Notes" has the meaning assigned to it in the preamble to this
Indenture.

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

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

      "Officers' Certificate" means a certificate signed on behalf of the
Company or Charter Capital, as the case may be, by two Officers of the Company
or Charter Capital, as the case may be, one of whom must be the principal
executive officer, the chief financial officer or the treasurer of the Company
or Charter Capital, as the case may be, that meets the requirements of Section
10.05.

      "Opinion of Counsel" means an opinion from legal counsel 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.

      "Other Notes" means the 9.625% Senior Notes due 2009 of the Issuers in an
aggregate principal amount not to exceed the principal amount issued on the
Issue Date, and the 10.000% Senior 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:

                                       16
<PAGE>
            (a) such Person becomes a Restricted Subsidiary of the Company; or

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

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

      (5) any Investment made out of the net cash proceeds of the issue and sale
since 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

                                       17
<PAGE>
existence prior to the contemplation of such merger or consolidation and do not
extend to any assets other than those of the Person merged into or consolidated
with the Company;

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

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

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

                                       18
<PAGE>
      (10) Liens incurred or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other types of
social security;

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

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

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

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

      (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;

                                       19
<PAGE>
      (21) Liens incurred in the ordinary course of business of the Company with
respect to obligations which in the aggregate do not exceed $50 million at any
one time outstanding;

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

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

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

      "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

                                       20
<PAGE>
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.

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

      "Principal" means Paul G. Allen.

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

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

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

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

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

      "Registration Rights Agreement" means the Exchange and Registration Rights
Agreement dated as of the Issue Date among the Issuers and the initial
purchasers named therein with respect to the Notes issued on the Issue Date.

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

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

      "Related Party" means:

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

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

                                       21
<PAGE>
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 at maturity of the Notes 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 the Shelf Registration Statement as
defined in the Registration Rights Agreement.

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

      "Special Interest" has the meaning set forth in the Registration Rights
Agreement.

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

      "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>
      "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>
      "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.

                                   Defined in
Term                                Section

"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


                                       25
<PAGE>
                                   Defined in
Term                                Section

"Subordinated Debt Financing"..      4.10
"Subordinated Notes"...........      4.10
"Subsidiary Guarantee".........      4.17
"Suspended Covenants"..........      4.19

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>
      (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 principal amount at maturity and integral
multiples thereof.

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

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

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

      (c) Euroclear and 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 at 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.

      The Trustee shall, upon a written order of the Issuers signed by an
Officer of each of the Issuers (an "Authentication Order"), authenticate Notes
for original issue in the aggregate principal amount at maturity of
$450,000,000. The aggregate principal amount at maturity of Notes outstanding at
any time may not exceed such amount except as provided in Section 2.07. On the
Issue Date, the Issuers will issue $450,000,000 aggregate principal amount at
maturity of Notes. 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. 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.

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

Section 2.05. Holder Lists.

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

                                       29
<PAGE>
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 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

                                       30
<PAGE>
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.

      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

                                       31
<PAGE>
      Restricted Global Notes. Upon satisfaction of all of the requirements for
      transfer or exchange of beneficial interests in Global Notes contained in
      this Indenture and the Notes or otherwise applicable under the Securities
      Act, the Trustee shall adjust the principal amount at maturity of the
      relevant Global Note(s) pursuant to Section 2.06(h).

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

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

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


                                       32
<PAGE>
                  (C) such transfer is effected by a broker-dealer pursuant to
            the Exchange Registration Statement in accordance with the
            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 at maturity
      equal to the aggregate principal amount at maturity of beneficial
      interests transferred pursuant to subparagraph (B) or (D) above.

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

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

                                       33
<PAGE>
            (i) Beneficial Interests in Restricted Global Notes to Restricted
      Definitive Notes. If any holder of a beneficial interest in a Restricted
      Global Note proposes to exchange such beneficial interest for a Restricted
      Definitive Note or to transfer such beneficial interest to a Person who
      takes delivery thereof in the form of a Restricted Definitive Note, then,
      upon receipt by the Registrar of the following documentation:

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


                                       34
<PAGE>
                  (G) if such beneficial interest is being transferred pursuant
            to an effective registration statement under the Securities Act, a
            certificate to the effect set forth in Exhibit B hereto, including
            the certifications in item (3)(c) thereof,

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

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

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

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

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

                                       35
<PAGE>
                  (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;

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

            (iii) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. If any holder of a beneficial interest in
      an Unrestricted Global Note proposes to exchange such beneficial interest
      for a Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Definitive Note, then, upon
      satisfaction of the conditions set forth in Section 2.06(b)(ii), the
      Trustee shall cause the aggregate principal amount at maturity of the
      applicable Global Note to be reduced accordingly pursuant to Section
      2.06(h), and the Issuers shall execute and the Trustee shall authenticate
      and deliver to the Person designated in the instructions a Definitive Note
      in the appropriate principal amount. Any Definitive Note issued in
      exchange for a beneficial interest pursuant to this Section 2.06(c)(iii)
      shall be registered in such name or names and in such authorized
      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.


                                       36
<PAGE>
            (d) Transfer and Exchange of Definitive Notes for Beneficial
      Interests in Global Notes.

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

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

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

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

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

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

                                       37
<PAGE>
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(c) thereof,

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

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

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


                                       38
<PAGE>
            and, in each such case set forth in this subparagraph (D), if the
            Registrar so requests or if the Applicable Procedures so require, an
            Opinion of Counsel in form reasonably acceptable to the Registrar to
            the effect that such exchange or transfer is in compliance with the
            Securities Act and that the restrictions on transfer contained
            herein and in the Private Placement Legend are no longer required in
            order to maintain compliance with the Securities Act.

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

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

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

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


                                       39
<PAGE>
      Persons who take delivery thereof in the form of a Restricted Definitive
      Note if the Registrar receives the following:

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

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

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

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

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

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

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

                  (D) such exchange or transfer is effected after 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


                                       40
<PAGE>
                  Note, a certificate from such Holder in the form of Exhibit C
                  hereto, including the certifications in item (1)(d) thereof;
                  or

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

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

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

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

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

                                       41
<PAGE>
            (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
            SUBJECT TO THE CERTIFICATION AND DELIVERY REQUIREMENTS OF THE
            INDENTURE GOVERNING THE NOTES, (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), (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:

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<PAGE>
      "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 at maturity of Notes represented by such Global Note shall
be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

      (i) General Provisions Relating to Transfers and Exchanges.

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

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

                                       43
<PAGE>
      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 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

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<PAGE>
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 Accreted Value of any Note is considered paid under Section 4.01,
it ceases to be outstanding and interest on it ceases to accrue.

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

Section 2.09. Treasury Notes.

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


                                       45
<PAGE>
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.


                                       46
<PAGE>
                                   ARTICLE 3

                            REDEMPTION AND PREPAYMENT

Section 3.01. Notices to Trustee.

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

Section 3.02. Selection of Notes to Be Redeemed.

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

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

Section 3.03. Notice of Redemption.

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

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

      (a) the redemption date;


                                       47
<PAGE>
      (b) the redemption price;

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

      (d) the name and address of the Paying Agent;

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

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

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

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

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

Section 3.04. Effect of Notice of Redemption.

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

Section 3.05. Deposit of Redemption Price.

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


                                       48
<PAGE>
      If the Issuers comply with the provisions of the preceding paragraph, on
and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
Note called for redemption shall not be so paid upon surrender 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, 2007. Thereafter, the Issuers shall have the option to
redeem the Notes, in whole or in part, upon not less than 30 nor more than 60
days' notice, at the redemption prices (expressed as percentages of principal
amount at maturity) set forth below plus accrued and unpaid interest thereon, if
any, to the applicable redemption date, if redeemed during the twelve-month
period beginning on January 15 of the years indicated below:

              Year                        Percentage

              2007                         106.063%
              2008                         104.042%
              2009                         102.021%
              2010 and thereafter          100.000%


      (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at
any time prior to January 15, 2005, the Issuers may, on any one or more
occasions, redeem up to 35% of the aggregate principal amount at maturity of the
Notes originally issued under this Indenture on a pro rata basis (or nearly as
pro rata as practicable) at a redemption price of 112.125% of the Accreted Value
thereof, plus, after the Full Accretion Date, accrued and unpaid interest to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that


                                       49
<PAGE>
            (1) at least 65% of the aggregate principal amount at maturity of
      Notes originally issued under this Indenture remains outstanding
      immediately after the occurrence of such redemption (excluding Notes held
      by the Company and its Subsidiaries); and

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

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

Section 3.08. Mandatory Redemption.

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

Section 3.09. Offer to Purchase by Application of Excess Proceeds.

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

      The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Issuers shall purchase the principal amount at maturity of Notes required to
be purchased pursuant to Section 4.11 (the "Offer Amount") or, if less than the
Offer Amount has been tendered, all Notes tendered in response to the Asset Sale
Offer. Payment for any Notes so purchased shall be made in the same manner as
interest payments are made. Unless the Issuers default in making such payment,
any Note accepted for payment pursuant to the Asset Sale Offer shall cease to
accrue interest after the Purchase Date.

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

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


                                       50
<PAGE>
      (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
principal amount at maturity only;

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

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

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

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

      On or before the Purchase Date, the Issuers shall, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer or
if less than the Offer Amount has been tendered, all Notes tendered, and shall
deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for

                                       51
<PAGE>
payment by the Issuers in accordance with the terms of this Section 3.09. The
Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly
(but in any case not later than five days after the Purchase Date) mail or
deliver to each tendering Holder an amount equal to the purchase price of the
Notes tendered by such Holder and accepted by the Issuers for purchase, and the
Issuers shall promptly issue a new Note, and the Trustee, upon written request
from the Issuers, shall authenticate and mail or deliver such new Note to such
Holder, in a principal amount at maturity equal to any unpurchased portion of
the Note surrendered. Any Note not so accepted shall be promptly mailed or
delivered by the Issuers to the Holder thereof. The Issuers shall publicly
announce the results of the Asset Sale Offer on the Purchase Date.

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

                                   ARTICLE 4

                                    COVENANTS

Section 4.01. Payment of Notes.

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

      The Issuers shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; they shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

Section 4.02. Maintenance of Office or Agency.

      The Issuers shall maintain in the Borough of Manhattan, The City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
redemption, repurchase, registration of transfer or for exchange and where
notices and demands to or upon the

                                       52
<PAGE>
Issuers in respect of the Notes and this Indenture may be served. The Issuers
shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Issuers shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

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

      The Issuers hereby designate The 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

                                       53
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financial condition and results of operations of the Unrestricted Subsidiaries
of the Company.

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

Section 4.04. Compliance Certificate.

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

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

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<PAGE>
(B) attaching the written statement of the Company's accountants that the
Company received in lieu thereof.

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

Section 4.05. Taxes.

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

Section 4.06. 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


                                       55
<PAGE>
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 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

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<PAGE>
                  (c) $100 million.

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

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

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

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

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

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

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

            (7) the repurchase, redemption or other acquisition or retirement
      for value, or the payment of any dividend or distribution to the extent
      necessary to permit the repurchase, redemption or other acquisition or
      retirement for value, of any Equity Interests of the Company or a Parent
      held by any member of the

                                       57
<PAGE>
      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

            (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.


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<PAGE>
      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 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,

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<PAGE>
      renewals, increases, supplements, refundings, replacements or refinancings
      thereof, provided that such amendments, modifications, restatements,
      renewals, increases, supplements, refundings, replacements or refinancings
      are no more restrictive, taken as a whole, with respect to such dividend
      and other payment restrictions than those contained in such Existing
      Indebtedness, as in effect on the Issue Date;

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

            (3) applicable law;

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

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

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

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

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt) and the Company shall not issue any Disqualified Stock and shall not
permit any of 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 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

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<PAGE>
      of financing all or any part of the purchase price or cost of construction
      or improvement (including, without limitation, the cost of design,
      development, construction, acquisition, transportation, installation,
      improvement, and migration) of Productive Assets of the Company or any of
      its Restricted Subsidiaries, in an aggregate principal amount not to
      exceed $75 million at any time outstanding;

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

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

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

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

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

                                       62
<PAGE>
            (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 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

                                       63
<PAGE>
stock or assets; provided that such Restricted Subsidiary is not obligated to
register such Indebtedness or Preferred Stock under the Securities Act or
obligated to provide information pursuant to Rule 144A under the Securities Act.

Section 4.11. Limitation on Asset Sales.

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

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

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

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

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

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

                        (b) any securities, notes or other obligations received
                  by the Company or any such Restricted Subsidiary from such
                  transferee that are converted by the Company or such
                  Restricted Subsidiary into cash, Cash Equivalents or readily
                  marketable securities 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.

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

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

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

      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 at maturity of Notes and such other pari passu
Indebtedness that may be purchased out of the Excess Proceeds (which amount
includes the entire amount of the Net Proceeds). The offer price in any Asset
Sale Offer shall be payable in cash and equal to 100% of the Accreted Value
thereof plus, after the Full Accretion Date, accrued and unpaid interest, if
any, to the date of purchase. If any Excess Proceeds remain after consummation
of an Asset Sale Offer, the Company or a Restricted Subsidiary of the Company
may use such Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate Accreted Value of Notes and such other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero.

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

Section 4.12. Sale and Leaseback Transactions.

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

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            (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.

      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.

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

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

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

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

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

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

            (6) Permitted Investments.

Section 4.14. Liens.

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

Section 4.15. 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


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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 principal
amount at maturity or an integral multiple thereof) of that Holder's Notes
pursuant to a Change of Control Offer. In the Change of Control Offer, the
Issuers shall offer (a "Change of Control Offer") a payment (the "Change of
Control Payment") in cash equal to 101% of the Accreted Value plus, for any
Change of Control Offer occurring after the Full Accretion Date, accrued and
unpaid interest thereon, if any, to the date of purchase.

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

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

      (b) that any Note not tendered shall continue to accrete in value or
accrue interest;

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

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

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

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

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

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

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

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

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

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

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

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


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Section 4.17. Limitations on Issuances of Guarantees of Indebtedness.

         The Company shall not permit any of its Restricted Subsidiaries,
directly or indirectly, to Guarantee or pledge any assets to secure the payment
of any other Indebtedness of the Company except in respect of the Credit
Facilities (the "Guaranteed Indebtedness") unless (i) such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture providing for the
Guarantee (a "Subsidiary Guarantee") of the payment of the Notes by such
Restricted Subsidiary and (ii) until one year after all the Notes have been paid
in full in cash, such Restricted Subsidiary waives and will not in any manner
whatsoever claim or take the benefit or advantage of, any rights of
reimbursement, indemnity or subrogation or any other rights against the Company
or any other Restricted Subsidiary of the Company as a result of any payment by
such Restricted Subsidiary under its Subsidiary Guarantee; provided that this
paragraph shall not be applicable to any Guarantee or any Restricted Subsidiary
that existed at the time such Person became a Restricted Subsidiary and was not
incurred in connection with, or in contemplation of, such Person becoming a
Restricted Subsidiary. If the Guaranteed Indebtedness is subordinated to the
Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated
to the Subsidiary Guarantee at least to the extent that the Guaranteed
Indebtedness is subordinated to the Notes.

Section 4.18. Payments for Consent.

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

Section 4.19. Application of Fall-Away Covenants.

         During any period of time that (a) the Notes have Investment Grade
Ratings from both Rating Agencies and (b) no Default or Event of Default has
occurred and is continuing, the Company and its Restricted Subsidiaries shall
not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12,
4.13 and clause (4) of the first paragraph of Section 5.01 (collectively, the
"Suspended Covenants"). In the event that the Company and its Restricted
Subsidiaries are not subject to the Suspended Covenants for any period of time
as a result of the preceding sentence and, subsequently, one or both of 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



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Suspended Covenants with respect to the Restricted Payments made after the time
of such withdrawal, downgrade, Default or Event of Default will be calculated in
accordance with the terms of Section 4.07 as though such covenant had been in
effect during the entire period of time from the Issue Date.

                                   ARTICLE 5

                                   SUCCESSORS


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

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

                  (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



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         such consolidation or merger.

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

Section 5.02. Successor Corporation Substituted.

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

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

         An "Event of Default" occurs if:

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

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

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

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


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

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

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

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

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

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

                  (i) commences a voluntary case,

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

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

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

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

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


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

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

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

Section 6.02. Acceleration.

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

Section 6.03. Other Remedies.

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

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

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Section 6.04. Waiver of Existing Defaults.

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

Section 6.05. Control by Majority.

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

Section 6.06. Limitation on Suits.

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

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

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

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

         (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


                                       75
<PAGE>
         (e) during such 60-day period the Holders of a majority in aggregate
principal amount at maturity of the then outstanding Notes do not give the
Trustee a direction inconsistent with the request.

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

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

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

Section 6.08. Collection Suit by Trustee.

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

Section 6.09. Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Issuers
(or any other obligor upon the Notes), their creditors or their property and
shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
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,


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<PAGE>
payment of the same shall be secured by a Lien on, and shall be paid out of, any
and all distributions, dividends, money, securities and other properties that
the Holders may be entitled to receive in such proceeding whether in liquidation
or under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

Section 6.10. Priorities.

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

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

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

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

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

Section 6.11. Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees 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 aggregate principal amount at maturity of the then outstanding Notes.



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                                    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).

         (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.


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<PAGE>
         (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 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.


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<PAGE>
         (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 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 Accreted Value of, premium, if any, or interest on any
Note, the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Notes.


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<PAGE>
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 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.


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

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

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

Section 7.08. Replacement of Trustee.

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

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

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

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

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

         (d) the Trustee becomes incapable of acting.

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

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


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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.

         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.




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                                    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 Accreted Value or principal of, premium, if any, and interest on
such Notes when such payments are due from the trust referred to below;

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

         (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.


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<PAGE>
Section 8.03. Covenant Defeasance.

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

Section 8.04. Conditions to Legal or Covenant Defeasance.

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

         In order to exercise either Legal Defeasance or Covenant Defeasance:

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

                  (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


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<PAGE>
         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;

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


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

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

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

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

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

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

Section 8.06. Repayment to Issuers.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Issuers, in trust for the payment of the Accreted Value of, premium, if
any, or interest on


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

Section 8.07. Reinstatement.

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

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

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

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

         (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes;


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

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

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

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

Section 9.02. With Consent of Holders of Notes.

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

         Upon the request of the Issuers accompanied by a resolution of their
respective Boards of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02, the
Trustee shall join with the Issuers in the execution of such amended or
supplemental Indenture unless such amended or supplemental Indenture directly
affects the Trustee's own rights, duties or immunities


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<PAGE>
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture.

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

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

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

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

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

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

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

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

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

         (h) make any change in this Section 9.02.


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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.


                                       91
<PAGE>
                                   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.

Charter Plaza
12405 Powerscourt Drive
St. Louis, Missouri  63131
Telecopier No.: (314) 965-8793
Attention: Secretary
With a copy to:

Irell & Manella
1800 Avenue of the Stars
Suite 900
Los Angeles, California 90067
Telecopier No.: (310) 556-5393
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


                                       92
<PAGE>
         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.


                                       93
<PAGE>
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


                                       94
<PAGE>
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


                                       95
<PAGE>
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


                                       96
<PAGE>
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 11.02 shall survive.

Section 11.02. Application of Trust Money.

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

                         [Signatures on following page]




                                       97
<PAGE>
                                   SIGNATURES

Dated as of January 14, 2002

                     CHARTER COMMUNICATIONS HOLDINGS, LLC, as
                         an Issuer

                         By: /s/ Kent D. Kalkwarf
                             ----------------------------------------------
                             Name:  Kent D. Kalkwarf
                             Title: Executive Vice President and Chief Financial
                         Officer

                     CHARTER COMMUNICATIONS HOLDINGS
                         CAPITAL CORPORATION, as an Issuer

                         By: /s/ Kent D. Kalkwarf
                             ----------------------------------------------
                             Name:  Kent D. Kalkwarf
                             Title: Executive Vice President and Chief Financial
                         Officer

                     BNY MIDWEST TRUST COMPANY,
                         as Trustee

                         By: /s/ Mary Callahan
                             ----------------------------------------------
                             Name:  Mary Callahan
                             Title: Assistant Vice President



                                       98
<PAGE>
                                                                       EXHIBIT A


                                 [Face of Note]

                           CUSIP NO. [_______________]

                     12.125% Senior Discount Notes due 2012

No.

                               $[_______________]

                      CHARTER COMMUNICATIONS HOLDINGS, LLC

                                       AND

               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

promise to pay to  _________________________________________________________

or registered assigns,

the principal amount at maturity of  _____________________________________
Dollars

($______________________________) on January 15, 2012.

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 14, 2002

       CHARTER COMMUNICATIONS HOLDINGS, LLC

       By_____________________________________
       Name:
       Title:

       By_____________________________________
       Name:
       Title:




                                      A-1
<PAGE>
         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>
                                 [Back of Note]

                     12.125% Senior Discount Notes due 2012

FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT;
FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE PRICE IS $554.93,
THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $445.07, THE ISSUE DATE IS JANUARY 14,
2001 AND THE YIELD TO MATURITY IS 12.125% PER ANNUM.

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(A) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS."(1)

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

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


                                      A-3
<PAGE>
THEREUNDER (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE STATES OF THE UNITED STATES."(2)

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

         1. INTEREST. Charter Communications Holdings, LLC, a Delaware limited
liability company (the "Company"), and Charter Communications Holdings Capital
Corporation, a Delaware corporation ("Charter Capital" and, together with the
Company, the "Issuers"), promise to pay interest on the principal amount at
maturity of this Note at the rate of 12.125% per annum. The interest rate on the
Notes is subject to increase pursuant to the provisions of the Registration
Rights Agreement. The Issuers will pay interest semi-annually in arrears on
January 15 and July 15 of each year (each an "Interest Payment Date"), or if any
such day is not a Business Day, on the next succeeding Business Day commencing
on July 15, 2007. The principal amount at maturity of this Note will not bear or
accrue cash interest until January 15, 2007. Cash interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from January 15, 2007; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date. The Issuers shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue Accreted Value and premium, if
any, from time to time on demand at a rate that is 1% per annum in excess of the
rate then in effect; they shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

         2. METHOD OF PAYMENT. The Issuers shall pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the January 1 or July 1 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
Accreted Value, premium, if any, and interest at the office or agency of the
Issuers maintained for such purpose within or without the City


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


                                      A-4
<PAGE>
and State of New York, or, at the option of the Issuers, payment of interest may
be made by check mailed to the Holders at their addresses set forth in the
register of Holders, and provided that payment by wire transfer of immediately
available funds will be required with respect to Accreted Value of and interest
and premium on all Global Notes and all other Notes the Holders of which shall
have provided wire transfer instructions to the Issuers or the Paying Agent.
Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.

         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 14, 2002 (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. The Notes are obligations of the Issuers limited to $450,000,000 in
aggregate principal amount at maturity, of which all $450,000,000 in aggregate
principal amount at maturity of Notes were issued on the Issue Date.

         5. OPTIONAL REDEMPTION.

         (a) Except as set forth in clause (b) of this Paragraph 5, the Issuers
shall not have the option to redeem the Notes prior to January 15, 2007.
Thereafter, the Issuers shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount at maturity) set forth
below plus accrued and unpaid interest thereon, if any, to the applicable
redemption date, if redeemed during the twelve-month period beginning on January
15 of the years indicated below:

<TABLE>
<CAPTION>
                            Year                               Percentage
                            ----                               ----------
<S>                                                            <C>
                    2007                                       106.063%
                    2008                                       104.042%
                    2009                                       102.021%
                    2010 and thereafter                        100.000%
</TABLE>

         (b) Notwithstanding the provisions of clause (a) of this Paragraph 5,
at any time prior to January 15, 2005, the Issuers may on any one or more
occasions redeem up


                                      A-5
<PAGE>
to 35% of the aggregate principal amount at maturity of the Notes originally
issued under the Indenture on a pro rata basis (or as nearly pro rata as
practicable), at a redemption price of 112.125% of the Accreted Value thereof,
plus, after the Full Accretion Date, accrued and unpaid interest to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that

                  (1) at least 65% of the aggregate principal amount at maturity
         of Notes originally issued under the Indenture remains outstanding
         immediately after the occurrence of such redemption (excluding Notes
         held by the Company and its Subsidiaries); and

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

         6. MANDATORY REDEMPTION.

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

         7. REPURCHASE AT OPTION OF HOLDER.

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

         (b) If the Company or a Restricted Subsidiary consummates any Asset
Sale, when the aggregate amount of Excess Proceeds exceeds $25.0 million, the
Issuers shall commence an offer (an "Asset Sale Offer") pursuant to Section 4.11
of the Indenture to all Holders of Notes and all holders of other Indebtedness
that is pari passu with the Notes containing provisions requiring offers to
purchase or redeem with the proceeds of sales of assets to purchase the maximum
principal amount of Notes and such other pari passu Indebtedness that may be
purchased out of the Excess Proceeds (which amount includes the entire amount of
the Net Proceeds). The offer price in any Asset Sale Offer will be payable in
cash and equal to 100% of the Accreted Value thereof plus, after the Full
Accretion Date, accrued and unpaid interest, if any, to the date of purchase. If
any Excess Proceeds remain after consummation of an Asset Sale Offer, the
Company may


                                      A-6
<PAGE>
use such Excess Proceeds for any purpose not otherwise prohibited by the
Indenture. If the aggregate principal amount of Notes and such other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of
Notes that are the subject of an offer to purchase will receive an Asset Sale
Offer from the Company prior to any related purchase date and may elect to have
such Notes purchased by completing the form entitled "Option of Holder to Elect
Purchase" on the reverse of the Notes.

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

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

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

         11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in aggregate principal amount at maturity of
the Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes),
and any existing default or compliance with any provision of the Indenture or
the Notes may be waived with the consent of the Holders of a majority in
aggregate principal amount at maturity of the


                                      A-7
<PAGE>
Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes).
Without the consent of any Holder of a Note, the Issuers and the Trustee may
amend or supplement the Indenture or the Notes to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of an Issuers' obligations to
Holders of Notes in the case of a merger or consolidation or sale of all or
substantially all of the assets of either Issuer to make any change that would
provide any additional rights or benefits to the Holders of Notes or that does
not adversely affect the legal rights under the Indenture of any such Holder, or
to comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA or otherwise as necessary to comply
with applicable law.

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


                                      A-8
<PAGE>
equal to (x) the Accreted Value of the Notes outstanding on the date of
acceleration, if such declaration is made prior to the Full Accretion Date or
(y) the entire principal amount at maturity of all the Notes outstanding on the
date of acceleration, plus accrued interest, if any, to the date of
acceleration, if such declaration is made after the Full Accretion Date. Holders
may not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in aggregate principal
amount at maturity of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount at maturity of the Notes then outstanding
by notice to the Trustee may on behalf of the Holders of all of the Notes waive
any existing Default or Event of Default and its consequences under the
Indenture except a continuing Default or Event of Default in the payment of
interest on, or the Accreted Value of, the Notes. The Company is required to
deliver to the Trustee annually a statement regarding compliance with the
Indenture. Upon becoming aware of any Default or Event of Default, the Company
is required to deliver to the Trustee a statement specifying such Default or
Event of Default.

         13. TRUSTEE DEALINGS WITH ISSUERS. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Issuers or their Affiliates, and may otherwise deal with the
Issuers or their Affiliates, as if it were not the Trustee.

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

         15. GOVERNING LAW. 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.


                                      A-9
<PAGE>
         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 the Exchange and
Registration Rights Agreement dated as of January 14, 2002, among the Issuers
and the initial purchasers named therein (the "Registration Rights Agreement").

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

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

                  Charter Communications Holdings, LLC
                  Charter Communications Holdings Capital Corporation
                  c/o Charter Communications, Inc.
                  Charter Plaza
                  12405 Powerscourt Drive
                  St. Louis, Missouri  63131
                  Attention:  Secretary
                  Telecopier No.: (314) 965-0555


                                      A-10
<PAGE>
                                 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>
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>
             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
                  Amount of          Amount of       at Maturity of
                 decrease in        increase in     this Global Note
              Principal Amount   Principal Amount     following such       Signature of authorized
Date of        at Maturity of     at Maturity of       decrease (or         officer of Trustee or
Exchange      this Global Note   this Global Note       increase)              Note Custodian
--------      ----------------   ----------------   ----------------       -----------------------
<S>           <C>                <C>                <C>                    <C>


</TABLE>




                                      A-13
<PAGE>
                                                                       EXHIBIT B


                         FORM OF CERTIFICATE OF TRANSFER

Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
c/o Charter Communications, Inc.
Charter Plaza
12405 Powerscourt Drive
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: 12.125% Senior Discount Notes due 2012

         Reference is hereby made to the Indenture, dated as of January 14, 2002
(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 at maturity of $ _____________________________ in such Note[s]
or interests (the "Transfer"), to ___________________________ (the
"Transferee"), as further specified in Annex A hereto. In connection with the
Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

         1. |_| Check if Transferee will take delivery of a beneficial interest
in the 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.



                                      B-1
<PAGE>
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 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


                                      B-2
<PAGE>
         (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

         (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


                                      B-3
<PAGE>
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

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


                         FORM OF CERTIFICATE OF EXCHANGE

Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
c/o Charter Communications, Inc.
Charter Plaza
12405 Powerscourt Drive
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:   12.125% Senior Discount Notes due 2012

                         (CUSIP ______________________)

         Reference is hereby made to the Indenture, dated as of January 14, 2002
(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 at maturity of $____________________________ in such Note[s] or interests
(the "Exchange"). In connection with the Exchange, the Owner hereby certifies
that:

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

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



                                      C-1
<PAGE>
compliance with the Securities Act and (iv) the beneficial interest in an
Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States. 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 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.

         (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 required 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


                                      C-2
<PAGE>
(iv) the Unrestricted Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

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

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

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

_____________________________________________
        [Insert Name of Transferor]



                                      C-3
<PAGE>
By  __________________________________________
    Name:
    Title:

Dated:  ______________________________________



                                      C-4
<PAGE>
                                                                       EXHIBIT D


                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
c/o Charter Communications, Inc.
Charter Plaza
12405 Powerscourt Drive
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:   12.125% Senior Discount Notes due 2012

         Reference is hereby made to the Indenture, dated as of January 14, 2002
(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 at maturity of:

         (a)   |_|   a beneficial interest in a Global Note, or

         (b)   |_|   a Definitive Note,

         we confirm that:

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

         2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or 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


                                      D-1
<PAGE>
the Notes or any interest therein, we will do so only (A) to the Company or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to
a "qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and an Opinion
of Counsel in form reasonably acceptable to the Company to the effect that such
transfer is in compliance with the Securities Act, (D) outside the United States
in accordance with Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the provisions of Rule 144(k) under the Securities Act or (F)
pursuant to an effective registration statement under the Securities Act, and we
further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

         3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Issuers such certifications, legal opinions and other information as you and the
Issuers may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

         4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

         5. We are acquiring the Notes or beneficial interest therein purchased
by us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

         You and the Issuers are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy to any interested party
in any administrative or legal proceedings or official inquiry with respect to
the matters covered hereby.

_______________________________________________
         [Insert Name of Transferor]

By   __________________________________________
     Name:
     Title:

Dated:  _______________________________________



                                      D-2
<PAGE>
                                                                  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 14, 2002

                                    --------


                     12.125% Senior Discount Notes Due 2012



================================================================================
<PAGE>
                             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
(b)...............................................................     2.04
318(a)............................................................     10.01
(b)...............................................................     N.A.
</TABLE>


                                       i
<PAGE>
<TABLE>
<CAPTION>
Trust Indenture Act Section                                            Indenture Section
---------------------------                                            -----------------
<S>                                                                    <C>
(c)...............................................................     10.01

</TABLE>

N.A. means Not Applicable.

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



                                       ii
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----

<S>                   <C>                                                                                 <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.....................................................................    29
   Section 2.06.      Transfer and Exchange............................................................    30
   Section 2.07.      Replacement Notes................................................................    44
   Section 2.08.      Outstanding Notes................................................................    45
   Section 2.09.      Treasury Notes...................................................................    45
   Section 2.10.      Temporary Notes..................................................................    46
   Section 2.11.      Cancellation.....................................................................    46
   Section 2.12.      Defaulted Interest...............................................................    46

ARTICLE 3             REDEMPTION AND PREPAYMENT........................................................    47

   Section 3.01.      Notices to Trustee...............................................................    47
   Section 3.02.      Selection of Notes to Be Redeemed................................................    47
   Section 3.03.      Notice of Redemption.............................................................    47
   Section 3.04.      Effect of Notice of Redemption...................................................    48
   Section 3.05.      Deposit of Redemption Price......................................................    48
   Section 3.06.      Notes Redeemed in Part...........................................................    49
   Section 3.07.      Optional Redemption..............................................................    49
   Section 3.08.      Mandatory Redemption.............................................................    50
   Section 3.09.      Offer to Purchase by Application of Excess Proceeds..............................    50

ARTICLE 4             COVENANTS........................................................................    52

   Section 4.01.      Payment of Notes.................................................................    52
   Section 4.02.      Maintenance of Office or Agency..................................................    52
   Section 4.03.      Reports..........................................................................    53
   Section 4.04.      Compliance Certificate...........................................................    54
   Section 4.05.      Taxes............................................................................    55
   Section 4.06.      Stay, Extension and Usury Laws...................................................    55
   Section 4.07.      Restricted Payments..............................................................    55
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----

<S>                   <C>                                                                                 <C>
   Section 4.08.      Investments......................................................................    58
   Section 4.09.      Dividend and Other Payment Restrictions Affecting Subsidiaries...................    59
   Section 4.10.      Incurrence of Indebtedness and Issuance of Preferred Stock.......................    61
   Section 4.11.      Limitation on Asset Sales........................................................    64
   Section 4.12.      Sale and Leaseback Transactions..................................................    65
   Section 4.13.      Transactions with Affiliates.....................................................    66
   Section 4.14.      Liens............................................................................    67
   Section 4.15.      Existence........................................................................    67
   Section 4.16.      Repurchase at the Option of Holders upon a Change of Control.....................    68
   Section 4.17.      Limitations on Issuances of Guarantees of Indebtedness...........................    70
   Section 4.18.      Payments for Consent.............................................................    70
   Section 4.19.      Application of Fall-Away Covenants...............................................    70

ARTICLE 5             SUCCESSORS.......................................................................    71

   Section 5.01.      Merger, Consolidation, or Sale of Assets.........................................    71
   Section 5.02.      Successor Corporation Substituted................................................    72

ARTICLE 6             DEFAULTS AND REMEDIES............................................................    72

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

ARTICLE 7             TRUSTEE..........................................................................    78

   Section 7.01.      Duties of Trustee................................................................    78
   Section 7.02.      Rights of Trustee................................................................    79
   Section 7.03.      Individual Rights of Trustee.....................................................    80
   Section 7.04.      Trustee's Disclaimer.............................................................    80
   Section 7.05.      Notice of Defaults...............................................................    80
   Section 7.06.      Reports by Trustee to Holders of the Notes.......................................    81
   Section 7.07.      Compensation and Indemnity.......................................................    81
   Section 7.08.      Replacement of Trustee...........................................................    82
   Section 7.09.      Successor Trustee by Merger, etc.................................................    83
   Section 7.10.      Eligibility; Disqualification....................................................    83
   Section 7.11.      Preferential Collection of Claims Against the Issuers............................    83

ARTICLE 8             LEGAL DEFEASANCE AND COVENANT DEFEASANCE.........................................    84
</TABLE>


                                       ii
<PAGE>
<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----

<S>                   <C>                                                                                 <C>
   Section 8.01.      Option to Effect Legal Defeasance or Covenant Defeasance.........................    84
   Section 8.02.      Legal Defeasance and Discharge...................................................    84
   Section 8.03.      Covenant Defeasance..............................................................    85
   Section 8.04.      Conditions to Legal or Covenant Defeasance.......................................    85
   Section 8.05.      Deposited Money and Government Securities to Be Held in Trust; Other
                      Miscellaneous Provisions. .......................................................    87
   Section 8.06.      Repayment to Issuers.............................................................    87
   Section 8.07.      Reinstatement....................................................................    88

ARTICLE 9             AMENDMENT, SUPPLEMENT AND WAIVER.................................................    88

   Section 9.01.      Without Consent of Holders of Notes..............................................    88
   Section 9.02.      With Consent of Holders of Notes.................................................    89
   Section 9.03.      Compliance with Trust Indenture Act..............................................    91
   Section 9.04.      Revocation and Effect of Consents................................................    91
   Section 9.05.      Notation on or Exchange of Notes.................................................    91
   Section 9.06.      Trustee to Sign Amendments, etc..................................................    91

ARTICLE 10            MISCELLANEOUS....................................................................    92

   Section 10.01.     Trust Indenture Act Controls.....................................................    92
   Section 10.02.     Notices..........................................................................    92
   Section 10.03.     Communication by Holders of Notes with Other Holders of Notes....................    93
   Section 10.04.     Certificate and Opinion as to Conditions Precedent...............................    93
   Section 10.05.     Statements Required in Certificate or Opinion....................................    94
   Section 10.06.     Rules by Trustee and Agents......................................................    94
   Section 10.07.     No Personal Liability of Directors, Officers, Employees, Members and
                      Stockholders ....................................................................    94
   Section 10.08.     Governing Law....................................................................    94
   Section 10.09.     No Adverse Interpretation of Other Agreements....................................    95
   Section 10.10.     Successors.......................................................................    95
   Section 10.11.     Severability.....................................................................    95
   Section 10.12.     Counterpart Originals............................................................    95
   Section 10.13.     Table of Contents, Headings, etc.................................................    95

ARTICLE 11            SATISFACTION AND DISCHARGE.......................................................    95

   Section 11.01.     Satisfaction and Discharge of Indenture..........................................    95
   Section 11.02.     Application of Trust Money.......................................................    97
</TABLE>


<TABLE>
<S>                                                                                                      <C>
EXHIBIT A.............................................................................................   A-1
EXHIBIT B.............................................................................................   B-1
EXHIBIT C.............................................................................................   C-1
EXHIBIT D.............................................................................................   D-1
</TABLE>


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