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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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Borrower and (b) consent letters authorizing the Administrative Agents to enter
into this Second Amendment from the Required Lenders.

     3.   Counterparts.  This Second 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 SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment
to be duly executed and delivered as of the day and year first above written.


                         CHARTER COMMUNICATIONS HOLDINGS LLC


                         By: /s/ Eloise A. Engman
                             ------------------------------------
                             Name:   Eloise A. Engman
                             Title:  Vice President



                         CHARTER COMMUNICATIONS OPERATING, LLC


                         By: /s/ Eloise A. Engman
                             ------------------------------------
                             Name:   Eloise A. Engman
                             Title:  Vice President



                         THE CHASE MANHATTAN BANK,
                           as an Administrative Agent


                         By: /s/ Edmund DeForest
                             ------------------------------------
                             Name:   Edmund DeForest
                             Title:  Vice President



                         BANK OF AMERICA, N.A., as an Administrative
                           Agent


                         By: /s/ Jennifer Zydnay
                             ------------------------------------
                             Name:   Jennifer Zydnay
                             Title:  Managing Director