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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 05/12/1999
Entire Document
 
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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
 
             (z) the net income of any Restricted Subsidiary to the extent that
        the declaration or payment of dividends or similar distributions by such
        Restricted Subsidiary of such net income is not at the time permitted by
        the operation of the terms of its charter or any agreement, instrument,
        judgment, decree, order, statute, rule or governmental regulation
        applicable to such Restricted Subsidiary (other than any agreement or
        instrument evidencing Indebtedness or Preferred Stock outstanding on the
        date of the Indenture or incurred or issued thereafter in compliance
        with the covenant described under the caption "Certain Covenants --
        Incurrence of Indebtedness and Issuance of Preferred Stock"; provided
        that the terms of any such agreement restricting the declaration and
        payment of dividends or similar distributions apply only in the event of
        a default with respect to a financial covenant or a covenant relating to
        payment (beyond any applicable period of grace) contained in such
        agreement or instrument and provided such terms are determined by such
        Person to be customary in comparable financings and such restrictions
        are determined by the Company not to materially affect the Company's
        ability to make principal or interest payments on the Notes when due).
 
     "CONSOLIDATED INDEBTEDNESS" means, with respect to any Person as of any
date of determination, the sum, without duplication, of:
 
          (1) the total amount of outstanding Indebtedness of such Person and
     its Restricted Subsidiaries, plus
 
          (2) the total amount of Indebtedness of any other Person, that has
     been Guaranteed by the referent Person or one or more of its Restricted
     Subsidiaries, plus
 
          (3) the aggregate liquidation value of all Disqualified Stock of such
     Person and all preferred stock of Restricted Subsidiaries of such Person,
     in each case, determined on a consolidated basis in accordance with GAAP.
 
     "CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for any
period, without duplication, the sum of:
 
          (1) the consolidated interest expense of such Person and its
     Restricted Subsidiaries for such period, whether paid or accrued
     (including, without limitation,
 
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