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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                      (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 Counsel required by
           item (3) thereof, if applicable;

                      (F) if such Restricted Definitive Note is being
           transferred to the Company or any of its Subsidiaries, a certificate
           to the effect set forth in Exhibit B hereto, including the
           certifications in item (3)(b) thereof; or

                      (G) if such Restricted Definitive Note 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 cancel the Restricted Definitive Note, increase or cause
      to be increased the aggregate principal amount of, in the case of clause
      (A) above, the appropriate Restricted Global Note, in the case of clause
      (B) above, the 144A Global Note, in the case of clause (C) above, the
      Regulation S Global Note.

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

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