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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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            If the foregoing is in accordance with your understanding, please
sign and return to us counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Purchasers and the
Issuers. It is understood that your acceptance of this letter on behalf of each
of the Purchasers is pursuant to the authority set forth in a form of Agreement
among Purchasers, the form of which shall be submitted to the Issuers for
examination upon request, but without warranty on your part as to the authority
of the signers thereof.

                                   Very truly yours,

                                   CHARTER COMMUNICATIONS HOLDINGS, LLC,
                                    as an Issuer

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

                                   CHARTER COMMUNICATIONS HOLDINGS 
                                    CAPITAL CORPORATION, as an Issuer

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

Accepted as of the date hereof:

GOLDMAN, SACHS & CO.
CHASE SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
FLEETBOSTON ROBERTSON STEPHENS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
TD SECURITIES (USA) INC.
FIRST UNION SECURITIES, INC.
PNC CAPITAL MARKETS, INC.
SUNTRUST EQUITABLE SECURITIES CORPORATION

By: GOLDMAN, SACHS & CO.

By /s/ Goldman, Sachs & Co.
  -------------------------------
       (Goldman, Sachs & Co.)