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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 08/27/1999
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account the most recent forecasts for the Company) including all future
acquisitions by the Company to the extent of its interests for its fiscal year
following the year in which the Trigger Event occurs, over (b) the debt of the
Company as reflected in its financial statements or in such budget. From and
after the consummation of an Initial Public Offering, "Fair Market Value" shall
mean (i) the sum of (A) the total number of outstanding shares of common stock
of the Public Company, assuming the exercise of all options, warrants or other
similar rights held by any person to purchase common stock of the Public
Company, multiplied by the Share Value, plus (B) the debt of the Public Company
as reflected on its financial statements, minus (C) the fair market value, as
determined by the Company, of all assets of the Public Company, including the
exercise price of all options, warrants, or similar rights deemed exercised
under clause (A) of this sentence, other than Membership Interests, divided by
(ii) the Percentage Interest of the Membership Interests which the Public
Company holds in the Company.

         "Initial Public Offering" means the consummation of a firm commitment
underwritten initial public offering pursuant to an effective registration
statement filed. under the Act, covering the offer and sale of shares of common
stock of the Company's Parent or a successor corporation through which the
business of the Company will be carried out.

         "Kent" means Jerald L. Kent, an individual, who is President, Chief
Executive Officer and a director of the Company and CCI.

         "Member" means a member of the Company.

         "Membership Interest" means a membership interest in the Company.

         "Option Spread" means an amount equal to the product of (i) the excess
of (a) the Fair Market Value (plus the Exercise Price of all options taken into
account in computing Percentage Interest) multiplied by the Percentage Interest
per Membership Interest with respect to such Option, over (b) the Exercise Price
of such Option and (ii) the number of Membership Interests covered by such
Option at the time of determination.

         "Parent" means an Affiliate which is manager of, and/or the direct or
indirect owner of an excess of fifty percent (50%) of the equity interests in,
the Company.

         "Percentage Interest" of this Option or a Membership Interest means the
percentage interest that an exercise of this Option or possession of such
Membership Interest would give Optionee in the Company assuming the exercise of
all options to acquire Membership Interests held by all employees of and
consultants to the Company and the exercise of all options and warrants held by
any person to purchase Membership Interests.

         "Public Company" means the Parent or successor corporation to the
Company whose shares will be sold pursuant to the Initial Public Offering.

         "Share Value" means (i) upon the consummation of an Initial Public
Offering, the price per share of the common stock of the Public Company upon the
consummation of the Initial Public Offering, and (ii) after the consummation of

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