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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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               "Securities Act" means the Securities Act of 1933, as amended.

               "Shelf Registration Statement" means a "shelf" registration
statement providing for the registration and the sale on a continuous or delayed
basis of, the Initial Notes or any Initial Additional Notes as may be provided
in any Registration Rights Agreement.

               "Significant Subsidiary" means any Restricted Subsidiary of the
Company which is a "Significant Subsidiary" as defined in Rule 1-02(w) of
Regulation S-X under the Exchange Act.

               "Special Interest" means special or additional interest in
respect of the Notes that is payable by the Issuers as liquidated damages upon
specified registration defaults pursuant to any Registration Rights Agreement.

               "Stated Maturity" means, with respect to any installment of
interest or principal on any series of Indebtedness, the date on which such
payment of interest or principal was scheduled to be paid in the documentation
governing such Indebtedness on the Issue Date, or, if none, the original
documentation governing such Indebtedness, and shall not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior
to the date originally scheduled for the payment thereof.

               "Subsidiary" means, with respect to any Person:

               (1) any corporation, association or other business entity of
which at least 50% of the total voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person (or a combination thereof) and, in the case of any such entity of
which 50% of the total voting power of shares of Capital Stock is so owned or
controlled by such Person or one or more of the other Subsidiaries of such
Person, such Person and its Subsidiaries also has the right to control the
management of such entity pursuant to contract or otherwise; and

               (2) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

               "Tax" shall mean any tax, duty, levy, impost, assessment or other
governmental charge (including penalties, interest and any other liabilities
related thereto).

               "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as