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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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      beneficial interest for a Restricted Definitive Note or to transfer such
      beneficial interest to a Person who takes delivery thereof in the form of
      a Restricted Definitive Note, then, upon receipt by the Registrar of the
      following documentation:

                  (A) if the holder of such beneficial interest in a Restricted
            Global Note proposes to exchange such beneficial interest for a
            Restricted Definitive Note, a certificate from such holder in the
            form of Exhibit C hereto, including the certifications in item
            (2)(a) thereof;

                  (B) if such beneficial interest is being transferred to a QIB
            in accordance with Rule 144A under the Securities Act, a certificate
            to the effect set forth in Exhibit B hereto, including the
            certifications in item (1) thereof;

                  (C) if such beneficial interest is being transferred to a
            Non-U.S. Person in an offshore transaction in accordance with Rule
            903 or Rule 904 under the Securities Act, a certificate to the
            effect set forth in Exhibit B hereto, including the certifications
            in item (2) thereof;

                  (D) if such beneficial interest is being transferred pursuant
            to an exemption from the registration requirements of the Securities
            Act in accordance with Rule 144 under the Securities Act, a
            certificate to the effect set forth in Exhibit B hereto, including
            the certifications in item (3)(a) thereof;

                  (E) if such beneficial interest is being transferred to an
            Institutional Accredited Investor in reliance on an exemption from
            the registration requirements of the Securities Act other than those
            listed in subparagraphs (B) through (D) above, a certificate to the
            effect set forth in Exhibit B hereto, including the certifications,
            certificates and Opinion of Counsel required by item (3) thereof, if
            applicable;

                  (F) if such beneficial interest is being transferred to the
            Issuers or any of their Subsidiaries, a certificate to the effect
            set forth in Exhibit B hereto, including the certifications in item
            (3)(b) thereof; or

                  (G) if such beneficial interest is being transferred pursuant
            to an effective registration statement under the Securities Act, a
            certificate to the effect set forth in Exhibit B hereto, including
            the certifications in item (3)(c) thereof,

      the Trustee shall cause the aggregate principal amount at maturity of the
      applicable Global Note to be reduced accordingly pursuant to Section
      2.06(h), and the Issuers shall execute (and, in the case of the Guarantee,
      the Guarantor shall execute) and the Trustee shall authenticate and
      deliver to the Person designated in the instructions a Definitive Note
      (with its 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