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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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     for such Equity Interests other than Equity Interests, or Disqualified
     Stock or debt securities, sold to a Subsidiary of Charter Holdings.
 
     "CASH EQUIVALENTS" means:
 
          (1) United States dollars;
 
          (2) securities issued or directly and fully guaranteed or insured by
     the United States government or any agency or instrumentality thereof,
     provided that the full faith and credit of the United States is pledged in
     support thereof, having maturities of not more than twelve months from the
     date of acquisition;
 
          (3) certificates of deposit and eurodollar time deposits with
     maturities of twelve months or less from the date of acquisition, bankers'
     acceptances with maturities not exceeding six months and overnight bank
     deposits, in each case, with any domestic commercial bank having combined
     capital and surplus in excess of $500 million and a Thompson Bank Watch
     Rating at the time of acquisition of "B" or better;
 
          (4) repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in clauses (2) and (3) above
     entered into with any financial institution meeting the qualifications
     specified in clause (3) above;
 
          (5) commercial paper having a rating of at least "P-1" from Moody's or
     at least "A-1" from S&P and in each case maturing within twelve months
     after the date of acquisition;
 
          (6) corporate debt obligations maturing within twelve months after the
     date of acquisition thereof, rated at the time of acquisition at least
     "Aaa" or "P-1" by Moody's or "AAA" or "A-1" by S&P;
 
          (7) auction-rate preferred stocks of any corporation maturing not
     later than 45 days after the date of acquisition thereof, rated at the time
     of acquisition at least "Aaa" by Moody's or "AAA" by S&P;
 
          (8) securities issued by any state, commonwealth or territory of the
     United States, or by any political subdivision or taxing authority thereof,
     maturing not later than six months after the date of acquisition thereof,
     rated at the time of acquisition at least "A" by Moody's or S&P; and
 
          (9) money market or mutual funds at least 90% of the assets of which
     constitute Cash Equivalents of the kinds described in clauses (1) through
     (8) of this definition.
 
     "CHANGE OF CONTROL" means the occurrence of any of the following:
 
          (1) the sale, transfer, conveyance or other disposition, other than by
     way of merger or consolidation, in one or a series of related transactions,
     of all or substantially all of the assets of Charter Holdings and its
     Subsidiaries, taken as a whole, or of a Parent and its Subsidiaries, taken
     as a whole, to any "person," as such term is used in Section 13(d)(3) of
     the Exchange Act, other than Paul G. Allen or a Related Party;
 
          (2) the adoption of a plan relating to the liquidation or dissolution
     of Charter Holdings or a Parent;
 
          (3) the consummation of any transaction, including, without
     limitation, any merger or consolidation, the result of which is that any
     "person," as defined above, other than Paul G. Allen and Related Parties,
     becomes the Beneficial Owner, directly or indirectly, of more than 35% of
     the Voting Stock of Charter Holdings or a Parent, measured by voting power
     rather than the number of shares, unless Paul G. Allen or a Related Party
     Beneficially Owns, directly or indirectly, a greater percentage of Voting
     Stock of Charter Holdings or such Parent, as the case may be, measured by
     voting power rather than the number of shares, than such person;
 
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