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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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authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Definitive Notes in the appropriate principal amount.

      (g) Legends. The following legends shall appear on the face of all Global
Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.

                  (i) Private Placement Legend.

                  (A) Except as permitted by subparagraph (B) below, each Global
      Note and each Definitive Note (and all Notes issued in exchange therefor
      or substitution thereof) shall bear the legend in substantially the
      following form:

      "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
      EXCEPT (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
      A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
      UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR
      THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
      MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
      TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S
      UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL ACCREDITED
      INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
      THEREUNDER (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
      ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF
      THE UNITED STATES."

                  (B) Notwithstanding the foregoing, any Global Note or
      Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(ii),
      (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.06
      (and all Notes issued in exchange therefor or substitution thereof) shall
      not bear the Private Placement Legend.

                  (ii) Global Note Legend. Each Global Note shall bear a legend
            in substantially the following form:

      "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
      INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
      BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
      TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE
      TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
      PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE
      MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
      2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE
      DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
      2.11 OF THE INDENTURE AND (III) THIS GLOBAL 


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