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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                                        (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 2.06(d)(ii), the Trustee shall
              cancel the Definitive Notes and increase or cause to be
              increased the aggregate principal amount at maturity of the
              Unrestricted Global Note.

                          (iii) Unrestricted Definitive Notes to Beneficial
         Interests in Unrestricted Global Notes. A Holder of an Unrestricted
         Definitive Note may exchange such Note for a beneficial interest in an
         Unrestricted Global Note or transfer such Definitive Notes to a Person
         who takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note at any time. Upon receipt of a request for
         such an exchange or transfer, the Trustee shall cancel the applicable
         Unrestricted Definitive Note and increase or cause to be increased the
         aggregate principal amount at maturity of one of the Unrestricted
         Global Notes.

                          If any such exchange or transfer from a Definitive
         Note to a beneficial interest is effected pursuant to subparagraphs
         (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global
         Note has not yet been issued, the Issuers shall issue and, upon
         receipt of an Authentication Order in accordance with Section 2.02,
         the Trustee shall authenticate one or more Unrestricted Global Notes
         in an aggregate principal amount at maturity equal to the principal
         amount at maturity of Definitive Notes so transferred.

                 (e) Transfer and Exchange of Definitive Notes for Definitive
Notes.  Upon request by a Holder of Definitive Notes and such Holder's
compliance with the provisions of this Section 2.06(e), the Registrar shall
register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by
a written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by its attorney, duly authorized in writing. In
addition, the requesting Holder shall provide any additional certifications,
documents and information, as