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SEC Filings

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     Notwithstanding the preceding, the following items shall not be deemed to
be Asset Sales:
          (1) any single transaction or series of related transactions that:
             (a) involves assets having a fair market value of less than $100
        million; or
             (b) results in net proceeds to Charter Holdings and its Restricted
        Subsidiaries of less than $100 million;
          (2) a transfer of assets between or among Charter Holdings and its
     Restricted Subsidiaries;
          (3) an issuance of Equity Interests by a Wholly Owned Restricted
     Subsidiary of Charter Holdings to Charter Holdings or to another Wholly
     Owned Restricted Subsidiary of Charter Holdings;
          (4) a Restricted Payment that is permitted by the covenant described
     above under the caption "-- Restricted Payments" and a Restricted
     Investment that is permitted by the covenant described above under the
     caption "-- Investments"; and
          (5) the incurrence of Permitted Liens and the disposition of assets
     related to such Permitted Liens by the secured party pursuant to a
     "ASSET SALE OFFER" means a situation in which the issuers commence an offer
to all holders to purchase notes pursuant to Section 4.11 of the indentures.
     "ATTRIBUTABLE DEBT" in respect of a sale and leaseback transaction means,
at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has
been extended or may, at the option of the lessee, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.
     "BENEFICIAL OWNER" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person," as such term is used in Section 13(d)(3)
of the Exchange Act, such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire, whether such
right is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition.
     "CABLE RELATED BUSINESS" means the business of owning cable television
systems and businesses ancillary, complementary and related thereto.
     "CAPITAL LEASE OBLIGATION" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at that time be required to be capitalized on a balance sheet in accordance with
     "CAPITAL STOCK" means:
          (1) in the case of a corporation, corporate stock;
          (2) in the case of an association or business entity, any and all
     shares, interests, participations, rights or other equivalents, however
     designated, of corporate stock;
          (3) in the case of a partnership or limited liability company,
     partnership or membership interests, whether general or limited; and