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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                 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 at maturity of, in the case of clause (A) above, the
               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 the Exchange Offer in accordance with the
                 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 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 the
                 Shelf Registration Statement in accordance with the
                 Registration Rights Agreement;

                                  (C) such transfer is effected by a
                 broker-dealer pursuant to the Exchange Registration Statement
                 in accordance with the 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