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     of, and is subordinated in right of payment to, the notes on terms at least
     as favorable to the holders of notes as those contained in the
     documentation governing the Indebtedness being extended, refinanced,
     renewed, replaced, defeased or refunded; and
          (4) such Indebtedness is incurred either by Charter Holdings or by any
     of its Restricted Subsidiaries who is the obligor on the Indebtedness being
     extended, refinanced, renewed, replaced, defeased or refunded.
     "PERSON" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint stock company, trust,
unincorporated organization, government or agency or political subdivision
thereof or any other entity.
     "PRODUCTIVE ASSETS" means assets, including assets of a referent Person
owned directly or indirectly through ownership of Capital Stock, of a kind used
or useful in the Cable Related Business.
     "QUALIFIED CAPITAL STOCK" means any Capital Stock that is not Disqualified
     "RATING AGENCIES" means Moody's and S&P.
     "RELATED PARTY" means:
          (1) the spouse or an immediate family member, estate or heir of Mr.
     Allen; or
          (2) any trust, corporation, partnership or other entity, the
     beneficiaries, stockholders, partners, owners or Persons beneficially
     holding an 80% or more controlling interest of which consist of Mr. Allen
     and/or such other Persons referred to in the immediately preceding clause
     "RESTRICTED INVESTMENT" means an Investment other than a Permitted
     "RESTRICTED PAYMENTS" are set forth above under the caption "-- Certain
Covenants -- Restricted Payments."
     "RESTRICTED SUBSIDIARY" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.
     "S&P" means Standard & Poor's Ratings Service, a division of the
McGraw-Hill Companies, Inc. or any successor to the rating agency business
     "SIGNIFICANT SUBSIDIARY" means any Restricted Subsidiary of Charter
Holdings which is a "Significant Subsidiary" as defined in Rule 1-02(w) of
Regulation S-X under the Securities Act.
     "STATED MATURITY" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness on March 17, 1999, or, if none, the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.
     "SUBORDINATED DEBT FINANCING" means, with respect to any restricted
subsidiary of Charter Holdings or the guarantor, a public offering or private
placement, whether pursuant to Rule 144A under the Securities Act or otherwise,
of subordinated notes or preferred stock, whether or not such preferred stock
constitutes disqualified stock, as the case may be, of such restricted
subsidiary to one or more purchasers, other than to one or more affiliates of
Charter Holdings or the guarantor.