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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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Accreted Value of the Notes has accreted to an amount equal to the principal
amount at maturity of the Notes.

                 "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public  accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the Issue Date.

                 "Global Note Legend" means the legend set forth in Section
2.06(g)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

                 "Global Notes" means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes.

                 "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America, and the payment for
which the United States pledges its full faith and credit.

                 "Guarantee" or "guarantee" means a guarantee other than by
endorsement of negotiable instruments for collection in the ordinary course of
business, direct or indirect, in any manner including, without limitation, by
way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness, measured
as the lesser of the aggregate outstanding amount of the Indebtedness so
guaranteed and the face amount of the Guarantee.

                 "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under:

                 (1) interest rate swap agreements, interest rate cap
                     agreements and interest rate collar agreements;

                 (2) interest rate option agreements, foreign currency exchange
                     agreements, foreign currency swap agreements; and

                 (3) other agreements or arrangements designed to protect such
Person against fluctuations in interest and currency exchange rates.

                 "Helicon Preferred Stock" means the preferred limited
liability company interest of Charter-Helicon LLC with an aggregate liquidation
value of $25 million outstanding