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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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                  (i) Transfer of Beneficial Interests in the Same Global Note.
            Beneficial interests in any Restricted Global Note may be
            transferred to Persons who take delivery thereof in the form of a
            beneficial interest in the same Restricted Global Note in accordance
            with the transfer restrictions set forth in the Private Placement
            Legend. Beneficial interests in any Unrestricted Global Note may be
            transferred to Persons who take delivery thereof in the form of a
            beneficial interest in an Unrestricted Global Note. No written
            orders or instructions shall be required to be delivered to the
            Registrar to effect the transfers described in this Section
            2.06(b)(i).

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
            in Global Notes. In connection with all transfers and exchanges of
            beneficial interests that are not subject to Section 2.06(b)(i)
            above, the transferor of such beneficial interest must deliver to
            the Registrar either:

                  (A)(1) a written order from a Participant or an Indirect
      Participant given to the Depositary in accordance with the Applicable
      Procedures directing the Depositary to credit or cause to be credited a
      beneficial interest in another Global Note in an amount equal to the
      beneficial interest to be transferred or exchanged; and

                  (A)(2) instructions given in accordance with the Applicable
      Procedures containing information regarding the Participant account to be
      credited with such increase; or

                  (B)(1) a written order from a Participant or an Indirect
      Participant given to the Depositary in accordance with the Applicable
      Procedures directing the Depositary to cause to be issued a Definitive
      Note in an amount equal to the beneficial interest to be transferred or
      exchanged; and

                  (B)(2) instructions given by the Depositary to the Registrar
      containing information regarding the Person in whose name such Definitive
      Note shall be registered to effect the transfer or exchange referred to in
      (1) above.

                  Upon consummation of an Exchange Offer by the Issuers in
            accordance with Section 2.06(f), the requirements of this Section
            2.06(b)(ii) shall be deemed to have been satisfied upon receipt by
            the Registrar of the instructions contained in the Letter of
            Transmittal delivered by the holder of such beneficial interests in
            the Restricted Global Notes. Upon satisfaction of all of the
            requirements for transfer or exchange of beneficial interests in
            Global Notes contained in this Indenture and the Notes or otherwise
            applicable under the Securities Act, the Trustee shall adjust the
            principal amount of the relevant Global Note(s) pursuant to Section
            2.06(h).

                  (iii) Transfer of Beneficial Interests to Another Restricted
            Global Note. A beneficial interest in any Restricted Global Note may
            be transferred to a Person who takes delivery thereof in the form of
            a beneficial interest in another Restricted Global Note if the
            transfer complies with the requirements of Section 2.06(b)(ii) above
            and the Registrar receives the following:

                  (A) if the transferee will take delivery in the form of a
      beneficial interest in the 144A Global Note, then the transferor must
      deliver a certificate in the form of Exhibit B hereto, including the
      certifications in item (1) thereof; and


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