Print Page  Close Window

SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
Entire Document
 
<PAGE>   41
         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.

                          If any such transfer is effected pursuant to
         subparagraph (B) or (D) 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 aggregate
         principal amount at maturity of beneficial interests transferred
         pursuant to subparagraph (B) or (D) above.

                 Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

                              (c) Transfer or Exchange of Beneficial Interests
                 for Definitive Notes.

                          (i) Beneficial Interests in Restricted Global Notes
         to Restricted Definitive Notes. If any holder of a beneficial interest
         in a Restricted Global Note proposes to exchange such beneficial
         interest for a Restricted Definitive Note or to transfer such
         beneficial interest to a Person who takes delivery thereof in the form
         of a Restricted Definitive Note, then, upon receipt by the Registrar
         of the following documentation:

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

                                  (B) if such beneficial interest 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 beneficial interest 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 beneficial interest 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;