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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
Entire Document
 
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                          exchange such Notes for an Unrestricted Definitive
                          Note, a certificate from such Holder in the form of
                          Exhibit C hereto, including the certifications in
                          item (1)(d) thereof; or

                                        (2) if the Holder of such Restricted
                          Definitive Notes proposes to transfer such Notes to a
                          Person who shall take delivery thereof in the form of
                          an Unrestricted Definitive 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, an Opinion of Counsel in form
                 reasonably acceptable to the Issuers 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) Unrestricted Definitive Notes to Unrestricted
         Definitive Notes. A Holder of Unrestricted Definitive Notes may
         transfer such Notes to a Person who takes delivery thereof in the form
         of an Unrestricted Definitive Note. Upon receipt of a request to
         register such a transfer, the Registrar shall register the
         Unrestricted Definitive Notes pursuant to the instructions from the
         Holder thereof.

                 (f) Exchange Offer. Upon the occurrence of the Exchange Offer
in accordance with the Registration Rights Agreement, the Issuers shall issue
and, upon receipt of an Authentication Order in accordance with Section 2.02,
the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount at maturity equal to the principal amount at
maturity of the beneficial interests in the Restricted Global Notes tendered
for acceptance by Persons that certify in the applicable Letters of Transmittal
that (x) they are not broker-dealers, (y) they are not participating in a
distribution of the Exchange Notes and (z) they are not affiliates (as defined
in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer
and (ii) Definitive Notes in an aggregate principal amount at maturity equal to
the principal amount at maturity of the Restricted Definitive Notes accepted
for exchange in the Exchange Offer. Concurrently with the issuance of such
Notes, the Trustee shall cause the aggregate principal amount at maturity of
the applicable Restricted Global Notes to be reduced accordingly, and the
Issuers shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

                 (g) Legends. The following legends shall appear on the face of
all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.