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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                      (F) if such beneficial interest is being transferred to
           the Issuers or any of their Subsidiaries, a certificate to the effect
           set forth in Exhibit B hereto, including the certifications in item
           (3)(b) thereof; or

                      (G) if such beneficial interest is being transferred
           pursuant to an effective registration statement under the Securities
           Act, a certificate to the effect set forth in Exhibit B hereto,
           including the certifications in item (3)(c) thereof,

      the Trustee shall cause the aggregate principal amount 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 in a Restricted Global Note pursuant to this Section
      2.06(c) shall be registered in such name or names and in such authorized
      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 in a Restricted Global Note pursuant to this Section 2.06(c)(i)
      shall bear the Private Placement Legend and shall be subject to all
      restrictions on transfer contained therein.

                (ii) Beneficial Interests in Restricted Global Notes to
      Unrestricted Definitive Notes. A holder of a beneficial interest in a
      Restricted Global Note may exchange such beneficial interest for an
      Unrestricted Definitive Note or may transfer such beneficial interest to a
      Person who takes delivery thereof in the form of an Unrestricted
      Definitive Note only if:

                      (A) such exchange or transfer is effected pursuant to an
           Exchange Offer in accordance with a Registration Rights Agreement and
           the holder of such beneficial interest, in the case of an exchange,
           or the transferee, in the case of a transfer, certifies in the
           applicable Letter of Transmittal that it is not (1) a broker-dealer,
           (2) a Person participating in the distribution of the relevant
           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 a Shelf
           Registration Statement in accordance with a Registration Rights
           Agreement;

                      (C) such transfer is effected by a broker-dealer pursuant
           to an Exchange Registration Statement in accordance with a
           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 

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