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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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      understanding are no less favorable to the Company or any Restricted
      Subsidiary or the Guarantor or any Restricted Subsidiary of the Guarantor
      than those that might be obtained at the time from Persons who are not
      Affiliates of the Company or the Guarantor unless such terms constitute
      Investments permitted by the covenant described above under Section 4.08;

            (3) is a Person with respect to which neither the Company nor any of
      its Restricted Subsidiaries, nor the Guarantor nor any of its Restricted
      Subsidiaries has any direct or indirect obligation (a) to subscribe for
      additional Equity Interests or (b) to maintain or preserve such Person's
      financial condition or to cause such Person to achieve any specified
      levels of operating results;

            (4) has not guaranteed or otherwise directly or indirectly provided
      credit support for any Indebtedness of the Company or any of its
      Restricted Subsidiaries or the Guarantor or any of its Restricted
      Subsidiaries; and

            (5) has at least one director on its board of directors that is not
      a director or executive officer of the Company or any of its Restricted
      Subsidiaries, or of the Guarantor of any of its Restricted Subsidiaries,
      or has at least one executive officer that is not a director or executive
      officer of the Company or any of its Restricted Subsidiaries, or of the
      Guarantor or any of its Restricted Subsidiaries.

      "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

      "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the board of
directors of such Person.

      "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

            (1) the sum of the products obtained by multiplying (a) the amount
      of each then remaining installment, sinking fund, serial maturity or other
      required payments of principal, including payment at final maturity, in
      respect thereof, by (b) the number of years (calculated to the nearest
      one-twelfth) that will elapse between such date and the making of such
      payment; by

            (2) the then outstanding principal amount of such Indebtedness.

      "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person and/or by one or more Wholly Owned Restricted
Subsidiaries of such Person.

Section 1.02. Other Definitions.


<TABLE>
<CAPTION>
                                                                Defined in
       Term                                                      Section
       ----                                                      -------
<S>                                                                <C> 
       "Affiliate Transaction"..................................   4.13
       "Asset Sale Offer".......................................   3.09
       "Authentication Order"...................................   2.02
       "Change of Control Offer"................................   4.16
       "Change of Control Payment"..............................   4.16
</TABLE>



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