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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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            (2) the aggregate amount of combined Consolidated EBITDA for the
      Company and the Guarantor 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.

      For purposes of this definition and calculating the combined Consolidated
Indebtedness for the Company and the Guarantor, in no case will the combined
Consolidated Indebtedness for the Company include (x) Consolidated Indebtedness
of the Company which has already been counted as part of the Consolidated
Indebtedness of the Guarantor and (y) Consolidated Indebtedness of the Guarantor
which has already been counted as the Consolidated Indebtedness of the Company.
Further, for purposes of this definition and calculating combined Consolidated
EBITDA for the Company and the Guarantor, in no case will combined Consolidated
EBITDA for the Company and the Guarantor include (x) Consolidated EBITDA of the
Company which has already been counted as part of the Consolidated EBITDA of the
Guarantor and (y) Consolidated EBITDA of the Guarantor which has already been
counted as the Consolidated EBITDA of the Company.

      "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 jurisdiction.


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