0001091667-02-000005 Sample Contracts

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • August 6th, 2002 • Charter Communications Inc /Mo/ • Cable & other pay television services • New York

SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture"), dated as of June 25, 2002, is made by and among Charter Communications Holdings, LLC, a Delaware limited liability company (and any successor in interest thereto, the "Company"), Charter Communications Holdings Capital Corporation, a Delaware corporation (and any successor in interest thereto, "Charter Capital" and together with the Company, the "Issuers"), and BNY Midwest Trust Company, as trustee (the "Trustee").

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • August 6th, 2002 • Charter Communications Inc /Mo/ • Cable & other pay television services • New York

FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"), dated as of June 25, 2002, is made by and among Charter Communications Holdings, LLC, a Delaware limited liability company (and any successor in interest thereto, the "Company"), Charter Communications Holdings Capital Corporation, a Delaware corporation (and any successor in interest thereto, "Charter Capital" and together with the Company, the "Issuers"), and BNY Midwest Trust Company, as trustee (the "Trustee").

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC and CHARTER COMMUNICATIONS, INC. ________ 4.75% MIRROR CONVERTIBLE SENIOR NOTE DUE 2006 Dated as of May 30, 2001
Charter Communications Inc /Mo/ • August 6th, 2002 • Cable & other pay television services • New York

MIRROR NOTE dated as of May 30, 2001 made by Charter Communications Holding Company, LLC, a Delaware limited liability company, in favor of Charter Communications, Inc., a Delaware corporation.

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