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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
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Act or the Exchange Act, and the officers, directors, employees, and agents of
the foregoing parties.

         "Common Stock" means the [Series __] Common Stock, par value
$__________ per share, of Charter and any securities into or for which such
securities are converted or exchanged by Charter.

         "Exchange Act" means the Securities Exchange Act of 1934, or any
successor federal statute, and the rules and regulations of the SEC promulgated
thereunder, in each case as amended from time to time.

         "Exchange Agreement" means [Exchange Agreement to be entered into by
Bresnan holders].

         "Falcon Purchase Agreement" means the Contribution and Purchase
Agreement, dated as of May 26, 1999, by and among Charter Communications, Inc.,
Falcon Communications, L.P, Falcon Holding Group, L.P., TCI Falcon Holdings,
LLC, Falcon Cable Trust, Falcon Holding Group, Inc. and DHN, Inc., as amended or
supplemented from time to time.

         "Falcon Registration Rights Agreements" means the registration rights
agreements entered into in connection with, relating to, or as a result of the
Falcon Purchase Agreement.

         "Indemnified Party" means a Person claiming a right to indemnification
pursuant to Section 6 of this Agreement.

         "Indemnifying Party" means a Person required to provide indemnification
pursuant to Section 6 of this Agreement.

         "IPO" means the initial primary underwritten public offering of shares
of Common Stock by Charter.

         "Losses" means any losses, claims, damages, or liabilities, and any
related legal or other fees and expenses.

         "Permitted Bresnan Transferee" shall mean (i) any affiliate of William
Bresnan ("WBresnan") that is, directly or indirectly, at least 80% owned or
controlled by WBresnan, (ii) WBresnan's spouse and descendants (including
spouses of his descendants), any trust established solely for the benefit of any
of the foregoing individuals, or any partnership or other entity at least 80%
owned or controlled directly or indirectly by any of the foregoing persons, or
(iii) WBresnan.

         "Permitted Transferee" means (1) with respect to TCI Bresnan LLC and
TCID of Michigan, Inc., any entity controlled by AT&T Corp., and (2) with
respect to BCI (USA), LLC and William J. Bresnan, any Permitted Bresnan
Transferee. There are no Permitted Transferees with respect to Blackstone BC
Capital Partners, L.P., Blackstone BC Offshore Capital Partners, L.P., or
Blackstone Family Investment Partnership III L.P.