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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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                  Upon satisfaction of the conditions of any of the
            subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel
            the Definitive Notes and increase or cause to be increased the
            aggregate principal amount of the Unrestricted Global Note.

                  (iii) Unrestricted Definitive Notes to Beneficial Interests in
            Unrestricted Global Notes. A Holder of an Unrestricted Definitive
            Note may exchange such Note for a beneficial interest in an
            Unrestricted Global Note or transfer such Definitive Notes to a
            Person who takes delivery thereof in the form of a beneficial
            interest in an Unrestricted Global Note at any time. Upon receipt of
            a request for such an exchange or transfer, the Trustee shall cancel
            the applicable Unrestricted Definitive Note and increase or cause to
            be increased the aggregate principal amount of one of the
            Unrestricted Global Notes.

                  If any such exchange or transfer from a Definitive Note to a
            beneficial interest is effected pursuant to subparagraphs (ii)(B),
            (ii)(D) or (iii) above at a time when an Unrestricted Global Note
            has not yet been issued, the Issuers shall issue (and, in the case
            of the Guarantee, the Guarantor 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 (with
            corresponding Guarantees) 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 


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