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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 08/27/1999
Entire Document
 
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     "LEVERAGE RATIO" means, as of any date, the ratio of:
 
          (1) the Consolidated Indebtedness of Charter Holdings on such date to
 
          (2) the aggregate amount of combined Consolidated EBITDA for Charter
     Holdings 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 or 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;
 
   
          (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, 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 Securities and Exchange Commission, had
     occurred on the first day of the Reference Period.
    
 
     "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.
 
   
     "MANAGEMENT FEES" means the fee payable to Charter Investment pursuant to
the management agreement between Charter Investment and Charter Operating, as
such agreement exists on March 17, 1999, including any amendment or replacement
thereof, provided that any such amendment or replacement is not more
disadvantageous to the holders of the notes in any material respect from such
management agreement existing on March 17, 1999.
    
 
   
     "MOODY'S" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.
    
 
     "NET PROCEEDS" means the aggregate cash proceeds received by Charter
Holdings or any of its Restricted Subsidiaries in respect of any Asset Sale,
including, without
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