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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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          (4) after the date of the indentures, the first day on which a
     majority of the members of the board of directors of Charter Holdings or a
     Parent are not Continuing Directors; or
 
          (5) Charter Holdings or a Parent consolidates with, or merges with or
     into, any Person, or any Person consolidates with, or merges with or into,
     Charter Holdings or a Parent, in any such event pursuant to a transaction
     in which any of the outstanding Voting Stock of Charter Holdings or such
     Parent is converted into or exchanged for cash, securities or other
     property, other than any such transaction where the Voting Stock of Charter
     Holdings or such Parent outstanding immediately prior to such transaction
     is converted into or exchanged for Voting Stock, other than Disqualified
     Stock, of the surviving or transferee Person constituting a majority of the
     outstanding shares of such Voting Stock of such surviving or transferee
     Person immediately after giving effect to such issuance.
 
     "CONSOLIDATED EBITDA" means with respect to any Person, for any period, the
net income of such Person and its Restricted Subsidiaries for such period plus,
to the extent such amount was deducted in calculating such net income:
 
          (1) Consolidated Interest Expense;
 
          (2) income taxes;
 
          (3) depreciation expense;
 
          (4) amortization expense;
 
          (5) all other non-cash items, extraordinary items, nonrecurring and
     unusual items and the cumulative effects of changes in accounting
     principles reducing such net income, less all non-cash items, extraordinary
     items, nonrecurring and unusual items and cumulative effects of changes in
     accounting principles increasing such net income, all as determined on a
     consolidated basis for such Person and its Restricted Subsidiaries in
     conformity with GAAP;
 
          (6) amounts actually paid during such period pursuant to a deferred
     compensation plan; and
 
          (7) for purposes of the covenant described under the caption
     "-- Certain Covenants -- Incurrence of Indebtedness and Issuance of
     Preferred Stock" only, Management Fees;
 
provided that Consolidated EBITDA shall not include:
 
             (x) the net income, or net loss, of any Person that is not a
        Restricted Subsidiary ("Other Person"), except
 
                (i) with respect to net income, to the extent of the amount of
           dividends or other distributions actually paid to such Person or any
           of its Restricted Subsidiaries by such Other Person during such
           period and
 
                (ii) with respect to net losses, to the extent of the amount of
           investments made by such Person or any Restricted Subsidiary of such
           Person in such Other Person during such period;
 
             (y) solely for the purposes of calculating the amount of Restricted
        Payments that may be made pursuant to clause (3) of the covenant
        described under the subheading "-- Certain Covenants -- Restricted
        Payments," and in such case, except to the extent includable pursuant to
        clause (x) above, the net income, or net loss, of any Other Person
        accrued prior to the date it becomes a Restricted Subsidiary or is
        merged into or consolidated with such Person or any Restricted
        Subsidiaries or all or substantially all of the property and assets of
        such Other Person are acquired by such Person or any of its Restricted
        Subsidiaries; and
 
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