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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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            (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, amortization or original issue discount,
      non-cash interest payments, the interest component of any deferred payment
      obligations, the interest component of all payments associated with
      Capital Lease Obligations, commissions, discounts and other fees and
      charges incurred in respect of letter of credit or bankers' acceptance
      financings, and net payments (if any) pursuant to Hedging Obligations);
      and

            (2) the consolidated interest expense of such Person and its
      Restricted Subsidiaries that was capitalized during such period, and

            (3) any interest expense on Indebtedness of another Person that is
      guaranteed by such Person or one of its Restricted Subsidiaries or secured
      by a Lien on assets of such Person or one of its Restricted Subsidiaries
      (whether or not such Guarantee or Lien is called upon);

excluding, however, any amount of such interest of any Restricted Subsidiary if
the net income of such Restricted Subsidiary is excluded in the calculation of
Consolidated EBITDA pursuant to clause (z) of the definition thereof (but only
in the same proportion as the net income of such Restricted Subsidiary is
excluded from the calculation of Consolidated EBITDA pursuant to clause (z) of
the definition thereof), in each case, on a consolidated basis and in accordance
with GAAP.

      "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who:

            (1) was a member of such Board of Directors on the date of this
      Indenture; or

            (2) was nominated for election or elected to such Board of Directors
      with the approval of a majority of the Continuing Directors who were
      members of such Board at the time of such nomination or election or whose
      election or appointment was previously so approved.

      "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.02 or such other address as to which the Trustee
may give notice to the Issuers.

      "Credit Facilities" means, with respect to the Company, the Guarantor
and/or their respective Restricted Subsidiaries, one or more debt facilities or
commercial paper facilities, in each case with banks or other institutional
lenders providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables) or letters
of credit, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time.

      "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.


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