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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                      Note proposes to exchange such beneficial interest for a
                      Definitive Note that does not bear the Private Placement
                      Legend, a certificate from such holder in the form of
                      Exhibit C hereto, including the certifications in item
                      (1)(b) thereof; or

                                    (2) if the holder of such beneficial
                      interest in a Restricted Global Note proposes to transfer
                      such beneficial interest to a Person who shall take
                      delivery thereof in the form of a Definitive Note that
                      does not bear the Private Placement Legend, a certificate 
                      from such holder in the form of Exhibit B hereto, 
                      including the certifications in item (4) thereof;

        and, in each such case set forth in this subparagraph (D), if the
        Registrar so requests or if the Applicable Procedures so require, an
        Opinion of Counsel in form reasonably acceptable to the Registrar to the
        effect that such exchange or transfer is in compliance with the
        Securities Act and that the restrictions on transfer contained herein
        and in the Private Placement Legend are no longer required in order to
        maintain compliance with the Securities Act.

                      (iii) Beneficial Interests in Unrestricted Global Notes to
        Unrestricted Definitive Notes. If any holder of a beneficial interest in
        an Unrestricted Global Note proposes to exchange such beneficial
        interest for a Definitive Note or to transfer such beneficial interest
        to a Person who takes delivery thereof in the form of a Definitive Note,
        then, upon satisfaction of the conditions set forth in Section
        2.06(b)(ii), the Trustee shall cause the aggregate principal amount of
        the applicable Global Note to be reduced accordingly pursuant to Section
        2.06(h), and the Issuers shall execute and the Trustee shall
        authenticate and deliver to the Person designated in the instructions a
        Definitive Note in the appropriate principal amount. Any Definitive Note
        issued in exchange for a beneficial interest pursuant to this Section
        2.06(c)(iii) shall be registered in such name or names and in such
        authorized denomination or denominations as the holder of such
        beneficial interest shall instruct the Registrar through instructions
        from the Depositary and the Participant or Indirect Participant. The
        Trustee shall deliver such Definitive Notes to the Persons in whose
        names such Notes are so registered. Any Definitive Note issued in
        exchange for a beneficial interest pursuant to this Section 2.06(c)(iii)
        shall not bear the Private Placement Legend.

               (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests in Global Notes.

                      (i) Restricted Definitive Notes to Beneficial Interests in
        Restricted Global Notes. If any Holder of a Restricted Definitive Note
        proposes to exchange such Note for a beneficial interest in a Restricted
        Global Note or to transfer such Restricted