Print Page  Close Window

SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
<PAGE>   40

      NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
      CONSENT OF THE ISSUERS."

      (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11. At any
time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes,
the principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

      (i) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
            Issuers shall execute (and in the case of the Guarantee, the
            Guarantor shall execute) and the Trustee shall authenticate Global
            Notes and Definitive Notes (each with corresponding Guarantees) upon
            the Issuers' order or at the Registrar's request.

                  (ii) No service charge shall be made to a holder of a
            beneficial interest in a Global Note or to a Holder of a Definitive
            Note for any registration of transfer or exchange, but the Issuers
            may require payment of a sum sufficient to cover any transfer tax or
            similar governmental charge payable in connection therewith (other
            than any such transfer taxes or similar governmental charge payable
            upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09,
            4.11, 4.16 and 9.05).

                  (iii) The Registrar shall not be required to register the
            transfer of or exchange any Note selected for redemption in whole or
            in part, except the unredeemed portion of any Note being redeemed in
            part.

                  (iv) All Global Notes and Definitive Notes issued upon any
            registration of transfer or exchange of Global Notes or Definitive
            Notes shall be the valid obligations of the Issuers (and the
            Guarantor, in the case of the Guarantee), evidencing the same debt,
            and entitled to the same benefits under this Indenture, as the
            Global Notes or Definitive Notes (each with a corresponding
            Guarantee) surrendered upon such registration of transfer or
            exchange.

                  (v) The Issuers shall not be required (A) to issue, to
            register the transfer of or to exchange any Notes during a period
            beginning at the opening of business 15 days before the day of any
            selection of Notes for redemption under Section 3.02 and ending at
            the close of business on the day of selection, (B) to register the
            transfer of or to exchange any Note so selected for redemption in
            whole or in part, except the unredeemed portion of any Note being
            redeemed in part or (C) to register the transfer of or to exchange a
            Note between a record date and the next succeeding Interest Payment
            Date.


                                       34