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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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          (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 Charter Holdings who:
 
          (1) was a member of such board of directors on the date of the
     indentures; 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.
 
     "COVENANT DEFEASANCE" is set forth above under the caption "-- Legal
Defeasance and Covenant Defeasance."
 
     "CREDIT FACILITIES" means, with respect to Charter Holdings, and/or its
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.
 
     "DISPOSITION" means, with respect to any Person, any merger, consolidation
or other business combination involving such Person, whether or not such Person
is the Surviving
 
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