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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 04/30/1999
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     pursuant to a transaction in which any of the outstanding Voting Stock of
     the Company is converted into or exchanged for cash, securities or other
     property, other than any such transaction where the Voting Stock of the
     Company 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.
 
     "CHARTER CAPITAL" means Charter Communications Holdings Capital
Corporation, a Delaware corporation.
 
     "CHARTER HOLDINGS" means Charter Communications Holdings, LLC, a Delaware
limited liability company.
 
     "COMPANY PREFERRED STOCK" means the 10% cumulative convertible redeemable
preferred stock of the Company with an aggregate liquidation value of $25
million.
 
     "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 the Company 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 "-- 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
 
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