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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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      "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

      "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person.

      "Officers' Certificate" means a certificate signed on behalf of the
Company, Charter Capital or the Guarantor, as the case may be, by two Officers
of the Company, Charter Capital or the Guarantor, as the case may be, one of
whom must be the principal executive officer, the chief financial officer or the
treasurer of the Company, Charter Capital or the Guarantor, as the case may be,
that meets the requirements of Section 12.05.

      "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 12.05. The
counsel may be an employee of or counsel to the Issuers, the Guarantor, any
Subsidiary of the Issuers or the Guarantor or the Trustee.

      "Other Notes" means the 8.25% Senior Notes due 2007 of the Issuers in an
aggregate principal amount not to exceed the principal amount issued on the
Issue Date, and the 9.920% Senior Discount Notes due 2011 of the Issuers in an
aggregate principal amount at maturity not to exceed the principal amount at
maturity issued on the Issue Date.

      "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 the Guarantor in a Restricted Subsidiary of
      the Guarantor, the Company or a Restricted Subsidiary of the Company, or
      any Investment by a Restricted Subsidiary of the Company or the Guarantor
      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 or consolidated 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 by the Guarantor or any Restricted Subsidiary of
      the Guarantor in a Person, if as a result of such Investment:

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


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