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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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amend any transaction, contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate
Transaction"), unless:

               (1) such Affiliate Transaction is on terms that are no less
favorable to the Company or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction by the Company or such
Restricted Subsidiary with an unrelated Person; and

               (2) the Company delivers to the Trustee:

                      (a) with respect to any Affiliate Transaction or series of
        related Affiliate Transactions involving aggregate consideration in
        excess of $15 million, a resolution of the Board of Directors of the
        Company set forth in an Officers' Certificate certifying that such
        Affiliate Transaction complies with this covenant and that such
        Affiliate Transaction has been approved by a majority of the members of
        such Board of Directors; and

                      (b) with respect to any Affiliate Transaction or series of
        related Affiliate Transactions involving aggregate consideration in
        excess of $50 million, an opinion as to the fairness to the Holders of
        such Affiliate Transaction from a financial point of view issued by an
        accounting, appraisal or investment banking firm of national standing.

               The following items shall not be deemed to be Affiliate
Transactions and, therefore, shall not be subject to the provisions of the prior
paragraph:

               (1) any existing employment agreement entered into by the Company
or any of its Subsidiaries and any employment agreement entered into by the
Company or any of its Restricted Subsidiaries in the ordinary course of business
and consistent with the past practice of the Company or such Restricted
Subsidiary;

               (2) transactions between or among the Company and/or its
Restricted Subsidiaries;

               (3) payment of reasonable directors fees to Persons who are not
otherwise Affiliates of the Company and customary indemnification and insurance
arrangements in favor of directors, regardless of affiliation with the Company
or any of its Restricted Subsidiaries;

               (4) payment of management fees pursuant to management agreements
either (A) existing on the Issue Date or (B) entered into after the Issue Date,
to the extent that such management agreements provide for percentage fees no
higher than the percentage fees