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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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Any Party may change the address to which notices are required to be sent by
giving notice of such change in the manner provided in this Section 10.2. All
notices will be deemed to have been received on the date of delivery, which in
the case of deliveries by telecopier will be the date of the sender's
confirmation.

      10.3. Right to Specific Performance. Each Party acknowledges that the
unique nature of the transaction pursuant to this Agreement renders money
damages an inadequate remedy for the breach by either Party of its obligations
under this Agreement, and the Parties agree that in the event of such breach,
the Parties will upon proper action instituted by either of them, be entitled to
a decree of specific performance of this Agreement.

      10.4. Waiver. This Agreement or any of its provisions may not be waived
except in writing. The failure of any Party to enforce any right arising under
this Agreement on one or more occasions will not operate as a waiver of that or
any other right on that or any other occasion.

      10.5. Captions. The section and other captions of this Agreement are for
convenience only and do not constitute a part of this Agreement.

      10.6. Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Delaware (other than its rules of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby).

      10.7. Time. Time is of the essence under this Agreement. If the last day
permitted for the giving of any notice or the performance of any act required or
permitted under this Agreement falls on a day which is not a Business Day, the
time for the giving of such notice or the performance of such act will be
extended to the next succeeding Business Day.

      10.8. Late Payments. If either Party fails to pay the other any amounts
when due under this Agreement, the amounts due will bear interest from the due
date to the date of payment at the Prime Rate plus 2%, adjusted as and when
changes in the Prime Rate are made.

      10.9. Counterparts. This Agreement may be executed in counterparts, each
of which will be deemed an original.

      10.10. Entire Agreement. This Agreement (including the Transaction
Documents and the Schedules referred to in this Agreement, which are
incorporated in and constitute a part of this Agreement) contains the entire
agreement of the Parties with respect to the subject matter hereof and
supersedes all prior oral or written agreements and understandings with respect
to such subject matter. This Agreement may not be amended or modified except by
a writing signed by each of the parties hereto.

      10.11. Severability. Any term or provision of this Agreement which is
invalid or unenforceable will be ineffective to the extent of such invalidity or
unenforceability without


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