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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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            Definitive Note or transferred to a Person or Persons who take
            delivery thereof in the form of an Unrestricted Definitive Note if:

                  (A) such exchange or transfer is effected pursuant to the
      Exchange Offer in accordance with the Registration Rights Agreement and
      the Holder, 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) any such transfer is effected pursuant to the Shelf
      Registration Statement in accordance with the Registration Rights
      Agreement;

                  (C) any 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 Restricted Definitive Notes
            proposes to exchange such Notes for an Unrestricted Definitive Note,
            a certificate from such Holder in the form of Exhibit C hereto,
            including the certifications in item (1)(d) thereof; or

                        (2) if the Holder of such Restricted Definitive Notes
            proposes to transfer such Notes to a Person who shall take delivery
            thereof in the form of an Unrestricted Definitive Note, 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, an Opinion of Counsel in form reasonably
            acceptable to the Issuers 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.

                  (iii) Unrestricted Definitive Notes to Unrestricted Definitive
            Notes. A Holder of Unrestricted Definitive Notes may transfer such
            Notes to a Person who takes delivery thereof in the form of an
            Unrestricted Definitive Note. Upon receipt of a request to register
            such a transfer, the Registrar shall register the Unrestricted
            Definitive Notes pursuant to the instructions from the Holder
            thereof.

      (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Issuers shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Issuers shall execute and the Trustee shall 


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