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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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               (3) if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the Notes,
such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and is subordinated in right of payment to, the Notes on
terms at least as favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; and

               (4) such Indebtedness is incurred either by the Company or by any
of its Restricted Subsidiaries who is the obligor on the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded.

               "Person" means any individual, corporation, partnership, joint
venture, association, limited liability company, joint stock company, trust,
unincorporated organization, government or agency or political subdivision
thereof or any other entity.

               "Principal" means Paul G. Allen.

               "Private Placement Legend" means the legend set forth in Section
2.06(g)(i)(A) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

               "Productive Assets" means assets (including assets of a referent
Person owned directly or indirectly through ownership of Capital Stock) of a
kind used or useful in the Cable Related Business.

               "QIB" means a "qualified institutional buyer" as defined in Rule 
144A.

               "Qualified Capital Stock" means any Capital Stock that is not 
Disqualified Stock.

               "Rating Agencies" means Moody's and S&P.

               "Registration Rights Agreement" means (a) the Exchange and
Registration Rights Agreement dated as of the Issue Date among the Issuers and
the initial purchasers named therein with respect to the Initial Notes and (b)
any registration rights agreement among the Issuers and the initial purchasers
named therein with respect to any Initial Additional Notes.

               "Regulation S" means Regulation S promulgated under the 
Securities Act.

               "Regulation S Global Note" means a global note substantially in
the form of Exhibit A hereto bearing the Global Note Legend and the Private
Placement Legend and