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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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                                                                Exhibit 10.18(c)


                   SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT
                             AND EXCHANGE AGREEMENT

         This Second Amendment (the "Second Amendment") dated as of June 30,
1995, between Falcon Telecable, a California limited partnership (the
"Company"), MONY Life Insurance Company of America and AUSA Life Insurance
Company, Inc. (the "Noteholders").

         WHEREAS, by a Note Purchase and Exchange Agreement dated as of October
21, 1991, as heretofore amended (the "Agreement"), between the Company and The
Mutual Life Insurance Company of New York and MONY Life Insurance Company of
America, the Company issued its 11.56% Series A Subordinated Notes due March 31,
2001 and its 11.56% Series B Subordinated Notes due March 31, 2001 (collectively
the "Notes"); and

         WHEREAS, the Noteholders are the holders of the entire outstanding
principal amount of the Notes; and

         WHEREAS, the Company and the Noteholders wish to further amend the
Agreement as set forth below.

         NOW, THEREFORE, in consideration of the mutual covenants set out
herein, the parties hereto agree as follows:

         1. Definitions. Terms defined in the Agreement as amended hereby are
used with the meaning so defined.

         2. Amendment of the Agreement. Effective upon the date hereof, Section
7.19 of the Agreement is
 amended so that the last paragraph thereof reads in its
entirety as follows:

                  "Consolidated Cash Flow Plus Cash and Cash Equivalents to
         Consolidated Fixed Charges. As of the last day of each month commencing
         March 31, 1994, the sum of (a) the Consolidated Cash Flow for the
         period of twelve (12) consecutive months ended on such date plus (b)
         the lesser of (i) cash and Cash Equivalents owned by the Restricted
         Companies as of such date determined in accordance with GAAP on a
         Consolidated basis or (ii) $1,000,000 shall exceed the percentage of
         Consolidated Fixed Charges for such period indicated on the table
         below: