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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                  8. Section 7.5(e). The second parenthetical contained in
         Section 7.5(e) of the Credit Agreement is hereby amended and restated
         in its entirety as follows:

                  "(it being understood that Exchange Excess Amounts (other than
                  Excluded Exchange Excess Amounts) shall be deemed to
                  constitute usage of availability in respect of Dispositions
                  pursuant to this Section 7.5(e))"

                  9. Section 7.5(f). Section 7.5(f) of the Credit Agreement is
         hereby amended and restated in its entirety as follows:

                  "(f) any Exchange by the Borrower and its Subsidiaries;
                  provided that (i) on the date of such Exchange, no Default or
                  Event of Default shall have occurred and be continuing or
                  would result therefrom; (ii) in the event that the Annualized
                  Asset Cash Flow Amount attributable to the assets being
                  Exchanged exceeds the annualized asset cash flow amount
                  (determined in a manner comparable to the manner in which
                  Annualized Asset Cash Flow Amounts are determined hereunder)
                  of the assets received in connection with such Exchange (such
                  excess amount, an "Exchange Excess Amount"), then, unless such
                  Exchange Excess Amount is an Excluded Exchange Excess Amount,
                  the Disposition of such Exchange Excess Amount is permitted by
                  clauses (ii) and (iii) of Section 7.5(e); and (iii) the Net
                  Cash Proceeds of such Exchange, if any, shall be applied to
                  prepay the Term Loans to the extent required by Section
                  2.9(b)"

                  10. Section 7.6(c). Clause (ii) of Section 7.6(c) of the
         Credit Agreement is hereby amended and restated in its entirety as
         follows:

                  "(ii) the Borrower may make distributions to Charter Holdings
                  as described in the last sentence of Section 7.9"

                  11. Section 7.6(d). Section 7.6(d) of the Credit Agreement is
         hereby amended and restated in its entirety as follows:

                  "(d) the Borrower may make distributions to Charter Holdings
                  to permit Charter Holdings (or any parent company thereof) to
                  pay (i) attorneys' fees, investment banking fees, accountants'
                  fees, underwriting discounts and commissions and other
                  customary fees and expenses actually incurred in connection
                  with any issuance, sale or incurrence by Charter Holdings (or
                  any such parent company) of Equity Interests or Indebtedness
                  (other than any such amounts customarily paid out of the
                  proceeds of transactions of such type), provided, that such
                  amounts shall be allocated in an appropriate manner
                  (determined after consultation with the Administrative Agents)


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