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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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        Definitive Notes to a Person
        who takes delivery thereof in the form of a beneficial interest in a
        Restricted Global Note, then, upon receipt by the Registrar of the
        following documentation:

                             (A) if the Holder of such Restricted Definitive
               Note proposes to exchange such Note for a beneficial interest in
               a Restricted Global Note, a certificate from such Holder in the 
               form of Exhibit C hereto, including the certifications in item 
               (2)(b) thereof;

                             (B) if such Restricted Definitive Note is being
               transferred to a QIB in accordance with Rule 144A under the
               Securities Act, a certificate to the effect set forth in Exhibit
               B hereto, including the certifications in item (1) thereof;

                             (C) if such Restricted Definitive Note is being
               transferred to a Non-U.S. Person in an offshore transaction in
               accordance with Rule 903 or Rule 904 under the Securities Act, a
               certificate to the effect set forth in Exhibit B hereto,
               including the certifications in item (2) thereof;

                             (D) if such Restricted Definitive Note is being
               transferred pursuant to an exemption from the registration
               requirements of the Securities Act in accordance with Rule 144
               under the Securities Act, a certificate to the effect set forth
               in Exhibit B hereto, including the certifications in item (3)(a)
               thereof;

                             (E) if such Restricted Definitive Note is being
               transferred to an Institutional Accredited Investor in reliance
               on an exemption from the registration requirements of the
               Securities Act other than those listed in subparagraphs (B)
               through (D) above, a certificate to the effect set forth in
               Exhibit B hereto, including the certifications, certificates and
               Opinion of Counsel required by item (3) thereof, if applicable;

                             (F) if such Restricted Definitive Note is being
               transferred to the Company or any of its Subsidiaries, a
               certificate to the effect set forth in Exhibit B hereto,
               including the certifications in item (3)(b) thereof; or

                             (G) if such Restricted Definitive Note is being
               transferred pursuant to an effective registration statement under
               the Securities Act, a certificate to the effect set forth in
               Exhibit B hereto, including the certifications in item (3)(c)
               thereof,

        the Trustee shall cancel the Restricted Definitive Note, increase or
        cause to be increased the aggregate principal amount of, in the case of
        clause (A) above, the