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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                  "(j)(i) the Paul Allen Group shall cease to have the power,
                  directly or indirectly, to vote or direct the voting of Equity
                  Interests having at least 51% (determined on a fully diluted
                  basis) of the ordinary voting power for the management of
                  Charter; (ii) the Paul Allen Group shall cease to own of
                  record and beneficially, directly or indirectly, Equity
                  Interests of Charter representing at least 51% (determined on
                  a fully diluted basis) of the economic interests therein
                  (provided that such percentage shall be reduced to 25% after
                  the consummation of an Initial Public Offering); (iii) a
                  Specified Change in Control shall occur; or (iv) the Borrower
                  shall cease to be a direct Wholly Owned Subsidiary of
                  Holdings"

                  17. Section 8(k). Section 8(k) of the Credit Agreement is
         hereby deleted in its entirety and replaced with the reference
         "[INTENTIONALLY OMITTED]".

         SECTION II.       MISCELLANEOUS.

                  1. No Change. Except as expressly provided herein, no term or
         provision of the Credit Agreement shall be amended, modified or
         supplemented, and each term and provision of the Credit Agreement shall
         remain in full force and effect.

                  2. Effectiveness. This First Amendment shall become effective
         as of the date hereof upon receipt by the Administrative Agents of (a)
         counterparts hereof duly executed by Holdings and the Borrower and (b)
         consent letters authorizing the Administrative Agents to enter into
         this First Amendment from the Required Lenders, provided, that the
         amendment described in paragraph 4 of Section I of this First Amendment
         shall not become effective until consent letters authorizing the
         Administrative Agents to enter into this First Amendment have been
         received from the Required Prepayment Lenders.

                  3. Counterparts. This First Amendment may be executed by the
         parties hereto in any number of separate counterparts, and all of said
         counterparts taken together shall be deemed to constitute one and the
         same instrument.

                  4. GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND
         OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED
         BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
         STATE OF NEW YORK.


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