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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.)