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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 04/30/1999
Entire Document
 
<PAGE>   131
 
EXCHANGE OF CERTIFICATED NOTES FOR BOOK-ENTRY NOTES
 
     Notes issued in certificated form may not be exchanged for beneficial
interests in any Global Note unless the transferor first delivers to the Trustee
a written certificate (in the form provided in the Indentures) to the effect
that such transfer will comply with the appropriate transfer restrictions
applicable to such Notes. See "Notice to Investors."
 
EXCHANGES BETWEEN REGULATION S NOTES AND U.S. NOTES
 
     Transfers involving an exchange of a beneficial interest in the Regulation
S Global Note for a beneficial interest in a Rule 144A Global Note or vice versa
will be effected in DTC by means of an instruction originated by the Trustee
through the DTC Deposit/ Withdraw at Custodian system. Accordingly, in
connection with any such transfer, appropriate adjustments will be made to
reflect a decrease in the principal amount of the Regulation S Global Note and a
corresponding increase in the principal amount of the U.S. Global Note or vice
versa, as applicable. Any beneficial interest in one of the Global Notes that is
transferred to a person who takes delivery in the form of an interest in the
other Global Note will, upon transfer, cease to be an interest in such Global
Note and will become an interest in the other Global Note and, accordingly, will
thereafter be subject to all transfer restrictions and other procedures
applicable to beneficial interest in such other Global Note for so long as it
remains such an interest. The policies and practices of DTC may prohibit
transfers of beneficial interests in the Regulation S Global Note prior to the
expiration of the Restricted Period.
 
SAME-DAY SETTLEMENT AND PAYMENT
 
     Payments in respect of the Notes represented by the Global Notes (including
principal, premium, if any, and interest) will be made by wire transfer of
immediately available funds to the accounts specified by the Global Note holder.
With respect to Notes in certificated form, the Issuers will make all payments
of principal, premium, if any, and interest, by wire transfer of immediately
available funds to the accounts specified by the holders thereof or, if no such
account is specified, by mailing a check to each such holder's registered
address.
 
     Because of time zone differences, the securities account of a Euroclear or
Cedel participant purchasing an interest in a Global Note from a Participant in
DTC will be credited, and any such crediting will be reported to the relevant
Euroclear or Cedel participant, during the securities settlement processing day
(which must be a business day for Euroclear and Cedel) immediately following the
settlement date of DTC. DTC has advised the Company that cash received in
Euroclear or Cedel as a result of sales of interests in a Global Note by or
through a Euroclear or Cedel participant to a Participant in DTC will be
received with value on the settlement date of DTC but will be available in the
relevant Euroclear or Cedel cash account only as of the business day for
Euroclear or Cedel following DTC's settlement date.
 
CERTAIN DEFINITIONS
 
     Set forth below are certain defined terms used in the Indentures. Reference
is made to the Indentures for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.
 
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