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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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with Section 2.3, and (z) the Applicable Margin for such Incremental Term Loans.
Notwithstanding the foregoing, without the consent of the Required Lenders, (i)
on the Stage Two Closing Date, the Tranche A Aggregate Funded Amount (together
with the aggregate unutilized Tranche A Term Commitments), Tranche B Aggregate
Funded Amount and Revolving Aggregate Committed Amount (the sum of such amounts,
the "Aggregate Facility Amount") may not be increased to more than
$1,000,000,000, $1,850,000,000 and $1,250,000,000, respectively, except as may
be otherwise agreed to by the Agents, (ii) no Incremental Term Loans may be
obtained on the Stage Two Closing Date, (iii) no incremental Tranche B Term
Loans may be obtained after the Stage Two Closing Date, (iv) the aggregate
amount of borrowings of Incremental Term Loans shall not exceed an amount equal
to (w) $500,000,000 plus (x) the aggregate principal amount of optional
prepayments of Term Loans made pursuant to Section 2.8 or optional reductions of
the Revolving Commitments pursuant to Section 2.7 (provided that the amount
described in this clause (x) shall not exceed $500,000,000) minus (y) the
aggregate amount of incremental Tranche A Term Loans or incremental Revolving
Commitments obtained pursuant to this paragraph (other than on the Stage Two
Closing Date) minus (z) the amount by which the Aggregate Facility Amount on the
Stage Two Closing Date exceeds $4,100,000,000, (v) the aggregate amount of
incremental Tranche A Term Loans and incremental Revolving Commitments obtained
pursuant to this paragraph (other than on the Stage Two Closing Date) shall not
exceed $250,000,000, (vi) each increase effected pursuant to this paragraph
shall be in a minimum amount of at least $100,000,000 and (vii) no more than
five Increased Facility Closing Dates (excluding the Second Stage Closing Date)
may be selected by the Borrower during the term of this Agreement. No Lender
shall have any obligation to participate in any increase described in this
paragraph unless it agrees to do so in its sole discretion.

            (d) Any additional bank, financial institution or other entity
which, with the consent of the Borrower and the Administrative Agents (which
consent shall not be unreasonably withheld), elects to become a "Lender" under
this Agreement in connection with any transaction described in Section 2.1(c)
shall execute a New Lender Supplement (each, a "New Lender Supplement"),
substantially in the form of Exhibit D-2, whereupon such bank, financial
institution or other entity (a "New Lender") shall become a Lender for all
purposes and to the same extent as if originally a party hereto and shall be
bound by and entitled to the benefits of this Agreement.

            (e) Unless otherwise agreed by the Administrative Agents, on each
Increased Facility Closing Date (other than in respect of Incremental Term
Loans), the Borrower shall borrow Term Loans under the relevant increased
Facility, or shall borrow Revolving Loans under the increased Revolving
Commitments, as the case may be, from each Lender participating in the relevant
increase in an amount determined by reference to the amount of each Type of Loan
(and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would
then have been outstanding from such Lender if (i) each such Type or Eurodollar
Tranche had been borrowed or effected on such Increased Facility Closing Date
and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested
to be so borrowed or effected had been proportionately increased. The Eurodollar
Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding
sentence shall equal the Eurodollar Base Rate then applicable to the Eurodollar
Loans of the other Lenders in the same Eurodollar Tranche (or, until the
expiration of the then-current Interest Period, such other rate as shall be
agreed upon between the Borrower and the relevant Lender).

            2.2 Procedure for Borrowing. In order to effect a borrowing
hereunder, the Borrower shall give the Funding Agent irrevocable notice (which
notice must be received by the Funding Agent prior to 12:00 Noon, Dallas time,
(a) three Business Days prior to the requested Borrowing Date, in the case of
Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date,
in the case of ABR Loans), specifying (i) the Facility under which such Loan is
to be borrowed, (ii) the amount and Type of Loans to be borrowed, (iii) the
requested Borrowing Date and (iv) in the case of Eurodollar Loans, the
respective amounts of each such Type of Loan and the respective lengths of the
initial Interest