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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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      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 equal to the principal
      amount of Definitive Notes so transferred.

           (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                (i) Restricted Definitive Notes to Restricted Definitive Notes.
      Any Restricted Definitive Note may be transferred to and registered in the
      name of Persons who take delivery thereof in the form of a Restricted
      Definitive Note if the Registrar receives the following:

                      (A) if the transfer will be made pursuant to Rule 144A
           under the Securities Act, then the transferor must deliver a
           certificate in the form of Exhibit B hereto, including the
           certifications in item (1) thereof;

                      (B) if the transfer will be made pursuant to Rule 903 or
           Rule 904, then the transferor must deliver a certificate in the form
           of Exhibit B hereto, including the certifications in item (2)
           thereof; and

                      (C) if the transfer will be made pursuant to any other
           exemption from the registration requirements of the Securities Act,
           then the transferor must deliver a certificate in the form of Exhibit
           B hereto, including the certifications, certificates and Opinion of
           Counsel required by item (3) thereof, if applicable.

                (ii) Restricted Definitive Notes to Unrestricted Definitive
      Notes. Any Restricted Definitive Note may be exchanged by the Holder
      thereof for an Unrestricted Definitive Note or transferred to a Person or
      Persons who take delivery thereof in the form of an Unrestricted
      Definitive Note if:

                      (A) such exchange or transfer is effected pursuant to an
           Exchange Offer in accordance with a Registration Rights Agreement and
           the Holder, 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) any such transfer is effected pursuant to a Shelf
           Registration Statement in accordance with a Registration Rights
           Agreement;

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