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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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            "Aggregate Exposure Percentage": with respect to any Lender at any
time, the ratio (expressed as a percentage) of such Lender's Aggregate Exposure
at such time to the Aggregate Exposure of all Lenders at such time.

            "Agreement": this Credit Agreement, as amended, supplemented or
otherwise modified from time to time.

            "Annualized Asset Cash Flow Amount": with respect to any Disposition
of assets, an amount equal to the portion of Consolidated Operating Cash Flow
for the most recent Asset Disposition Test Period ending prior to the date of
such Disposition which was contributed by such assets multiplied by four.

            "Annualized Operating Cash Flow": for any fiscal quarter, an amount
equal to Consolidated Operating Cash Flow for such period multiplied by four.

            "Annualized Pro Forma Operating Cash Flow": an amount, determined on
any Disposition Date or Exchange Date in connection with any proposed
Disposition or Exchange pursuant to Section 7.5(e) or (f), equal to Consolidated
Operating Cash Flow for the most recent Asset Disposition Test Period multiplied
by four, calculated in the manner contemplated by Section 1.2(e) but excluding
the effect of such Disposition or Exchange.

            "Applicable Margin": (a) with respect to Tranche A Term Loans,
Tranche B Term Loans, Revolving Loans and Swingline Loans, the per annum rates
determined in accordance with the Pricing Grid and (b) with respect to
Incremental Term Loans, such per annum rates as shall be agreed to by the
Borrower and the applicable Incremental Term Lenders as shown in the applicable
Increased Facility Activation Notice.

            "Application": an application, in such form as the relevant Issuing
Lender may specify from time to time, requesting such Issuing Lender to open a
Letter of Credit.

            "Approved Fund": with respect to any Lender that is a fund that
invests in commercial loans, any other fund that invests in commercial loans and
is managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

            "Asset Disposition Test Period": as of any date of determination,
the most recent fiscal quarter as to which financial statements have been
delivered pursuant to Section 6.1.

            "Asset Sale": any Disposition of property or series of related
Dispositions of property (excluding (a) Exchanges pursuant to which no cash
consideration is received by the Borrower or any of its Subsidiaries and (b) any
such Disposition permitted by clause (a), (b), (c) or (d) of Section 7.5) that
yields gross cash proceeds to the Borrower or any of its Subsidiaries in excess
of $1,000,000.

            "Assignee": as defined in Section 10.6(c).

            "Assignment and Acceptance": an Assignment and Acceptance,
substantially in the form of Exhibit E.

            "Assignor": as defined in Section 10.6(c).

            "Attributable Debt": in respect of a sale and leaseback transaction
entered into by Holdings, the Borrower or any of its Subsidiaries, at the time
of determination, the present value of the