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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 08/27/1999
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designee and Buyer shall pay or cause to be paid to the Company the purchase
price for the First Issuance Acquired Membership Interests by check or wire
transfer. The date on which the First Closing occurs is hereinafter referred to
as the 'FIRST CLOSING DATE.'

                  (b) Second Closing. The closing of the purchase and sale of
the Second Issuance Acquired Membership Interests (the 'SECOND CLOSING') shall
occur at the offices of I&M on a date after August 10, 1999 and on or before
September 1, 1999 to be agreed upon by the Company and Buyer. At the Second
Closing, the Company shall deliver to Buyer or his designee one or more
certificates evidencing the Second Issuance Acquired Membership Interests
registered in the name of Buyer or his designee and Buyer shall pay or cause to
be paid to the Company the purchase price for the Second Issuance Acquired
Membership Interests by check or wire transfer. The date on which the Second
Closing occurs is hereinafter referred to as the 'SECOND CLOSING DATE.'

                  (c) Third Closing. The closing of the sale of the Third
Issuance Acquired Membership Interest (the 'THIRD CLOSING') shall occur at the
office of I&M within five days (or sooner if agreed to between Buyer and the
Company) after the date on which Vulcan acquires the interests in InterLink (the
"InterLink Interest") owned by the Blocker Corporations. At the Third Closing,
the Company shall deliver to Vulcan, as Buyer's designee, one or more
certificates evidencing the Third Issuance Acquired Membership Interests
registered in the name of Vulcan or such other person or entity as may be
designated by Allen and Vulcan (or such other person or entity designated by
Buyer) shall contribute to the Company the InterLink Interest. From and after
the Third Closing, Vulcan shall have no further obligation under the InterLink
Agreement other than for payment of the Final Blocker Price and shall have no
right to any indemnification or other payment that might otherwise be payable to
it under the InterLink Agreement.

            (d) Total Amount to Company. The parties intend that the sum of the
following will valued at One Billion Three Hundred Twenty-Five Million Dollars
($1,325,000,000): (i) the purchase price paid at the First Closing, (ii) the
purchase price paid at the Second Closing, (iii) the InterLink Interest, and
(iv) the Excess Cash, if any.

            (e) Contribution of InterLink Interest. Immediately after Vulcan's
contribution of the InterLink Interest to the Company, the Company shall
contribute the InterLink Interest to Charter Communications Holdings, LLC, its
wholly-owned subsidiary ('CCH'). Immediately after the contribution of the
InterLink Interest to CCH, CCH shall contribute the InterLink Interest to
Charter Communications Operating, LLC, its wholly-owned subsidiary ('CCO')."

      3. Except as otherwise set forth in this Amendment, the Purchase Agreement
remains unchanged and in full force and effect.

      4. This Amendment may be executed in any number of counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same instrument.


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