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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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               (1) the Consolidated Indebtedness of the Company on such date to

               (2) the aggregate amount of Consolidated EBITDA for the Company
for the most recently ended fiscal quarter for which internal financial
statements are available multiplied by four (the "Reference Period").

In addition to the foregoing, for purposes of this definition, "Consolidated
EBITDA" shall be calculated on a pro forma basis after giving effect to

               (1) the issuance of the Notes;

               (2) the incurrence of the Indebtedness or the issuance of the
Disqualified Stock or other preferred stock of a Restricted Subsidiary (and the
application of the proceeds therefrom) giving rise to the need to make such
calculation and any incurrence or issuance (and the application of the proceeds
therefrom) or repayment of other Indebtedness or Disqualified Stock or other
preferred stock of a Restricted Subsidiary, other than the incurrence or
repayment of Indebtedness for ordinary working capital purposes, at any time
subsequent to the beginning of the Reference Period and on or prior to the date
of determination, as if such incurrence (and the application of the proceeds
thereof), or the repayment, as the case may be, occurred on the first day of the
Reference Period; and

               (3) any Dispositions or Asset Acquisitions (including, without
limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of such Person or one of its Restricted Subsidiaries
(including any person that becomes a Restricted Subsidiary as a result of such
Asset Acquisition) incurring, assuming or otherwise becoming liable for or
issuing Indebtedness, Disqualified Stock or preferred stock) made on or
subsequent to the first day of the Reference Period and on or prior to the date
of determination, as if such Disposition or Asset Acquisition (including the
incurrence, assumption or liability for any such Indebtedness, Disqualified
Stock or preferred stock and also including any Consolidated EBITDA associated
with such Asset Acquisition, including any cost savings adjustments in
compliance with Regulation S-X promulgated by the Commission) had occurred on
the first day of the Reference Period.

               "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law, including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any