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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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as the case may be, by two Officers of the Company or Charter Capital, as the
case may be, one of whom must be the principal executive officer, the chief
financial officer or the treasurer of the Company or Charter Capital, as the
case may be, that meets the requirements of Section 10.05.

           "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
10.05. The counsel may be an employee of or counsel to the Issuers, any
Subsidiary of the Issuers or the Trustee.

           "Original Notes" means the Initial Notes and any Exchange Notes
issued in exchange therefor.

           "Other Notes" means the 10.25% Senior Notes due 2010 of the Issuers
in an aggregate principal amount not to exceed the principal amount issued on
the Issue Date, and the 11.75% Senior Discount Notes due 2010 of the Issuers in
an aggregate principal amount not to exceed the principal amount issued on the
Issue Date.

           "Parent" means Charter Communications, Inc. and/or Charter
Communications Holding Company, LLC, as applicable, and any successor Person or
any Person succeeding to the direct or indirect ownership of the Company.

           "Participant" means, with respect to the Depositary, Euroclear or
Cedel, a Person who has an account with the Depositary, Euroclear or Cedel,
respectively (and, with respect to DTC, shall include Euroclear and Cedel).

           "Permitted Investments" means:

           (1) any Investment by the Company in a Restricted Subsidiary of the
Company, or any Investment by a Restricted Subsidiary of the Company in the
Company;

           (2) any Investment in Cash Equivalents;

           (3) any Investment by the Company or any Restricted Subsidiary of the
Company in a Person, if as a result of such Investment:

                (a) such Person becomes a Restricted Subsidiary of the Company;
           or

                (b) such Person is merged, consolidated or amalgamated with or
      into, or transfers or conveys substantially all of its assets to, or is
      liquidated into, the Company or a Restricted Subsidiary of the Company;

           (4) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.11;

           (5) any Investment made out of the net cash proceeds of the issue and
sale since the Existing Notes Issue Date (other than to a Subsidiary of the
Company) of Equity Interests (other than Disqualified Stock) of the Company to
the extent that such net cash proceeds have not been applied to make a
Restricted Payment or to effect other transactions pursuant to Section 4.07 or
to the extent such net cash proceeds have not 

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