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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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         denomination or denominations as the holder of such beneficial
         interest shall instruct the Registrar through instructions from the
         Depositary and the Participant or Indirect Participant. The Trustee
         shall deliver such Definitive Notes to the Persons in whose names such
         Notes are so registered. Any Definitive Note issued in exchange for a
         beneficial interest pursuant to this Section 2.06(c)(iii) shall not
         bear the Private Placement Legend.

                 (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests in Global Notes.

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

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

                                  (B) if such Restricted Definitive Note 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 Restricted Definitive Note 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 Restricted Definitive Note 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;

                                  (E) if such Restricted Definitive Note is
                 being transferred to an Institutional Accredited Investor in
                 reliance on an exemption from the registration requirements of
                 the Securities Act other than those listed in subparagraphs
                 (B) through (D) above, a certificate to the effect set forth
                 in Exhibit B hereto, including the certifications,
                 certificates and Opinion of