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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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      case for so long as such person is a registered holder of any Registrable 
      Securities.

            "Indenture" shall mean the Indenture governing the Notes, dated as
      of January 12, 2000 between the Issuers and Harris Trust and Savings Bank,
      as Trustee, as the same shall be amended from time to time.

            "Notes" shall mean, collectively, the 10.25% Senior Notes due 2010
      of the Issuers to be issued and sold to the Purchasers, and Notes issued
      in exchange therefor or in lieu thereof, pursuant to the Indenture.

            "Notice and Questionnaire" means a Notice of Registration Statement
      and Selling Securityholder Questionnaire substantially in the form of
      Exhibit A hereto.

            The term "person" shall mean a corporation, association,
      partnership, organization, business, individual, government or political
      subdivision thereof or governmental agency.

            "Purchase Agreement" shall mean the Purchase Agreement, dated as of
      January 6, 2000, between the Purchasers and the Issuers relating to the 
      Notes.

            "Purchasers" shall mean the Purchasers named in Schedule I to the 
      Purchase Agreement.

            "Registrable Securities" shall mean the Notes; provided, however,
      that a Note shall cease to be a Registrable Security when (i) in the
      circumstances contemplated by Section 2(a) hereof, such Note has been
      exchanged for an Exchange Note in an Exchange Offer as contemplated in
      Section 2(a) hereof (provided that any Exchange Note that, pursuant to the
      last two sentences of Section 2(a), is included in a prospectus for use in
      connection with resales by broker-dealers shall be deemed to be a
      Registrable Security with respect to Sections 5, 6 and 9 hereof until
      resale of such Registrable Security has been effected within the 180-day
      period referred to in Section 2(a)(y)); (ii) in the circumstances
      contemplated by Section 2(b) hereof, a Shelf Registration Statement
      registering such Note under the Securities Act has been declared or
      becomes effective and such Note has been sold or otherwise transferred by
      the holder thereof pursuant to and in a manner contemplated by such
      effective Shelf Registration Statement; (iii) such Note is sold pursuant
      to Rule 144 under circumstances in which any legend borne by such Note
      relating to restrictions on transferability thereof, under the Securities
      Act or otherwise, is removed by the Issuers or pursuant to the Indenture;
      (iv) such Security is eligible to be sold pursuant to paragraph (k) of
      Rule 144; or (v) such Security shall cease to be outstanding.

            "Registration Default" shall have the meaning assigned thereto in
      Section 2(c) hereof.