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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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        appropriate Restricted Global Note, in the case of clause (B) above, 
        the 144A Global Note, in the case of clause (C) above, the Regulation S 
        Global Note.

                      (ii) Restricted Definitive Notes to Beneficial Interests
        in Unrestricted Global Notes. A Holder of a Restricted Definitive Note
        may exchange such Note for a beneficial interest in an Unrestricted
        Global Note or transfer such Restricted Definitive Note to a Person who 
        takes delivery thereof in the form of a beneficial interest in an 
        Unrestricted Global Note only if:

                             (A) such exchange or transfer is effected pursuant
               to an Exchange Offer in accordance with a Registration Rights
               Agreement and the Holder, in the case of an exchange, or the
               transferee, in the case of a transfer, certifies in the
               applicable Letter of Transmittal that it is not (1) a
               broker-dealer, (2) a Person participating in the distribution of
               the relevant Exchange Notes or (3) a Person who is an affiliate
               (as defined in Rule 144) of the Issuers;

                             (B) such transfer is effected pursuant to a Shelf
               Registration Statement in accordance with a Registration Rights
               Agreement;

                             (C) such transfer is effected by a broker-dealer
               pursuant to an Exchange Registration Statement in accordance with
               a Registration Rights Agreement; or

                             (D) the Registrar receives the following:

                                    (1) if the Holder of such Definitive Notes
                      proposes to exchange such Notes for a beneficial interest
                      in the Unrestricted Global Note, a certificate from such
                      Holder in the form of Exhibit C hereto, including the
                      certifications in item (1)(c) thereof; or

                                    (2) if the Holder of such Definitive Notes
                      proposes to transfer such Notes to a Person who shall take
                      delivery thereof in the form of a beneficial interest in
                      the Unrestricted Global Note, 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.

        Upon satisfaction of the conditions of any of the subparagraphs in this
        Section