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SEC Filings

424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/01/1999
Entire Document
 
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          (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
        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
 
                  (a) 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
 
                  (b) such terms are determined by such Person to be customary
             in comparable financings and such restrictions are determined by
             the issuers not to materially affect the issuers' 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
 
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