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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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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.

           "Cedel" means Cedel Bank, SA.

           "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 the Company 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 the Principal or a Related Party of the Principal;

           (2) the adoption of a plan relating to the liquidation or dissolution
of the Company 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 the Principal and Related Parties,
becomes the Beneficial Owner, directly or indirectly, of more than 35% of the
Voting Stock of the Company or a Parent, measured by voting power rather than
number of shares, unless the Principal or a Related Party Beneficially Owns,
directly or indirectly, a greater percentage of Voting Stock of the Company,
measured by voting power rather than the number of shares, than such person;

           (4) after the Issue Date, the first day on which a majority of the
members of the Board of Directors of the Company or the board of directors of a
Parent are not Continuing Directors; or

           (5) the Company or a Parent consolidates with, or merges with or
into, any Person, or any Person consolidates with, or merges with or into, the
Company or a Parent, in any such event pursuant to a transaction in which any of
the outstanding Voting Stock of the Company or such Parent is converted into or
exchanged for cash, securities or other property, other than any such
transaction where the Voting Stock of the Company or such Parent outstanding
immediately prior to such transaction is converted into or exchanged for Voting
Stock (other than Disqualified Stock) of the surviving or transferee Person
constituting a majority of the outstanding shares of such Voting Stock of such
surviving or transferee Person immediately after giving effect to such issuance.

           "Charter Capital" means Charter Communications Holdings Capital
Corporation, a Delaware corporation, and any successor in interest thereto.

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