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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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            corresponding Guarantee) in the appropriate principal amount. Any
            Definitive Note issued in exchange for a beneficial interest in a
            Restricted Global Note pursuant to this Section 2.06(c) shall be
            registered in such name or names and in such authorized denomination
            or denominations as the holder of such beneficial interest shall
            instruct the Registrar through instructions from the Depositary and
            the Participant or Indirect Participant. The Trustee shall deliver
            such Definitive Notes to the Persons in whose names such Notes are
            so registered. Any Definitive Note issued in exchange for a
            beneficial interest in a Restricted Global Note pursuant to this
            Section 2.06(c)(i) shall bear the Private Placement Legend and shall
            be subject to all restrictions on transfer contained therein.

                  (ii) Beneficial Interests in Restricted Global Notes to
            Unrestricted Definitive Notes. A holder of a beneficial interest in
            a Restricted Global Note may exchange such beneficial interest for
            an Unrestricted Definitive Note or may transfer such beneficial
            interest to a Person who takes delivery thereof in the form of an
            Unrestricted Definitive Note only if:

                  (A) such exchange or transfer is effected pursuant to the
      Exchange Offer in accordance with the Registration Rights Agreement and
      the holder of such beneficial interest, 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 Exchange Notes or (3) a Person
      who is an affiliate (as defined in Rule 144) of the Issuers;

                  (B) such transfer is effected pursuant to the Shelf
      Registration Statement in accordance with the Registration Rights
      Agreement;

                  (C) such transfer is effected by a broker-dealer pursuant to
      the Exchange Registration Statement in accordance with the Registration
      Rights Agreement; or

                  (D) the Registrar receives the following:

                        (1) if the holder of such beneficial interest in a
            Restricted Global Note proposes to exchange such beneficial interest
            for a Definitive Note that does not bear the Private Placement
            Legend, a certificate from such holder in the form of Exhibit C
            hereto, including the certifications in item (1)(b) thereof; or

                        (2) if the holder of such beneficial interest in a
            Restricted Global Note proposes to transfer such beneficial interest
            to a Person who shall take delivery thereof in the form of a
            Definitive Note that does not bear the Private Placement Legend, a
            certificate from such holder in the form of Exhibit B hereto,
            including the certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar so requests or if the Applicable Procedures so require, an
            Opinion of Counsel in form reasonably acceptable to the Registrar to
            the effect that such exchange or transfer is in compliance with the
            Securities Act and that the restrictions on transfer contained
            herein and in the Private Placement Legend are no longer required in
            order to maintain compliance with the Securities Act.


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