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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
<PAGE>   50

      7.20. Year 2000 Matters.

            7.20.1. Definitions. For purposes of this Agreement, the following
terms shall have the following meanings:

                  (a) "Computer and Other Systems" means any level of hardware
or software, equipment and cable plant, or environmental and security systems
and other facilities used in connection with the Cable Business which are date
dependent or which process date data, including any firmware, embedded systems,
application programs, user interfaces, files and databases, and which might be
adversely affected by any date-related issue or calculation prior to, during or
after January 1, 2000, including any problem related to a leap year.

                  (b) "Year 2000 High-Level Inventory, Assessment and
Remediation Decisions" means the subject entity's documentation of its Year 2000
inventory, assessment and remediation decisions performed in accordance with its
Year 2000 Plan, consisting of (i) database reports identifying each category of
items inventoried at the subject entity's cable Systems and specifying as
appropriate the manufacturer or vendor and release, version or model number of
each item listed, (ii) risk or critically assessments, (iii) determination and
execution of evaluation approaches with respect to Year 2000 Readiness, (iv)
determination of Year 2000 Readiness based on evaluation approaches employed,
and (v) decisions regarding disposition alternatives (i.e., do nothing, repair,
replace or retire). All such reports have been reviewed at appropriate levels
within the subject entity's organization in accordance with the entity's Year
2000 Plan. Year 2000 High-Level Inventory, Assessment and Remediation Decisions
for IPWT, IPSE and RMG are attached hereto as Schedules 7.20.1(b)-A, 7.20.1(b)-B
and 7.20.1(b)-C, respectively.

                  (c) "Year 2000 Plan" means the plans adopted in accordance
with IPWT's, IPSE's or RMG's Year 2000 Remediation Program to make Year 2000
Ready by a date no later than August 31, 1999, all of IPWT's, IPSE's or RMG's
respective Computer and Other Systems having a significant impact on IPWT's,
IPSE's or RMG's respective business. Such Year 2000 Plan will include scope of
methodologies and timelines (including objective milestones) for inventory,
assessment, remediation and/or replacement, and testing or evaluation of Third
Party Testing, as applicable, of its Computer and Other Systems having a
significant impact on the Party's business. IPWT's, IPSE's and RMG's Year 2000
Plans are attached hereto as Schedule 7.20.1(c)-A, 7.20.1(c)-B and 7.20.1(c)-C,
respectively.

                  (d) "Year 2000 Ready" or "Year 2000 Readiness" means that the
referenced component, system, software, equipment or other item is designed or
has been modified to be used prior to, during and after the calendar year 2000
A.D., and that such item will operate at all levels, including microcode,
firmware, application programs, user interfaces, files and databases, during
each such time period without error or interruption relating to, or the product
of, date-related issues or calculations, including date data which represents or
references different centuries or more than one century or leap year.

                  (e) "Year 2000 Remediation Program" means an enterprise wide
program to make Year 2000 Ready all Computer and Other Systems having a
significant impact on IPWT's, IPSE's or RMG's business, as the case may be. Such
Year 2000 Remediation Program must be conducted by Persons with experience in
issues related to Year 2000 Readiness and such Persons must have organized an
enterprise wide