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>   43
                 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 beneficial
                          interest in a Restricted Global Note proposes to
                          exchange such beneficial interest for a Definitive
                          Note that does not bear the Private Placement Legend,
                          a certificate from such holder in the form of Exhibit
                          C hereto, including the certifications in item (1)(b)
                          thereof; or

                                        (2) if the holder of such beneficial
                          interest in a Restricted Global Note proposes to
                          transfer such beneficial interest to a Person who
                          shall take delivery thereof in the form of a
                          Definitive Note that does not bear the Private
                          Placement Legend, 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.

                          (iii) Beneficial Interests in Unrestricted Global
         Notes to Unrestricted Definitive Notes. If any holder of a beneficial
         interest in an Unrestricted Global Note proposes to exchange such
         beneficial interest for a Definitive Note or to transfer such
         beneficial interest to a Person who takes delivery thereof in the form
         of a Definitive Note, then, upon satisfaction of the conditions set
         forth in Section 2.06(b)(ii), the Trustee shall cause the aggregate
         principal amount at maturity of the applicable Global Note to be
         reduced accordingly pursuant to Section 2.06(h), and the Issuers shall
         execute and the Trustee shall authenticate and deliver to the Person
         designated in the instructions a Definitive Note in the appropriate
         principal amount. Any Definitive Note issued in exchange for a
         beneficial interest pursuant to this Section 2.06(c)(iii) shall be
         registered in such name or names and in such authorized