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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2002

REGISTRATION NO. 333-87122

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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AMENDMENT NO. 1

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHARTER COMMUNICATIONS HOLDINGS, LLC
AND

CHARTER COMMUNICATIONS HOLDINGS
CAPITAL CORPORATION
(EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)

DELAWARE 4841 43-1843179
DELAWARE 4841 43-1843177
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (FEDERAL EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)

CHARTER PLAZA CURTIS S. SHAW, ESQ.
12405 POWERSCOURT DRIVE SENIOR VICE PRESIDENT,
ST. LOUIS, MISSOURI 63131 GENERAL COUNSEL AND SECRETARY
(314) 965-0555 CHARTER PLAZA
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE 12405 POWERSCOURT DRIVE
NUMBER, INCLUDING AREA CODE, OF REGISTRANTS' ST. LOUIS, MISSOURI 63131
PRINCIPAL EXECUTIVE OFFICES) (314) 965-0555
(NAME, ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)

COPIES TO:
ALVIN G. SEGEL, ESQ.
IRELL & MANELLA LLP
1800 AVENUE OF THE STARS, SUITE 900
LOS ANGELES, CALIFORNIA 90067-4276
(310) 277-1010

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED EXCHANGE OFFER: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENTS SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

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PROSPECTUS

$1,100,000,000
Offer to Exchange
9.625% Senior Notes due 2009, 10.000% Senior Notes due 2011 and
12.125% Senior Discount Notes due 2012
for any and all outstanding
9.625% Senior Notes due 2009, 10.000% Senior Notes due 2011 and
12.125% Senior Discount Notes due 2012,
respectively, of

CHARTER COMMUNICATIONS HOLDINGS, LLC
and
CHARTER COMMUNICATIONS HOLDINGS
CAPITAL CORPORATION
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- This exchange offer expires at 5:00 p.m., New York City time, on June 18,
2002, unless extended.

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- No public market currently exists for the original notes or the new
notes. We do not intend to list the new notes on any securities exchange
or to seek approval for quotation through any automated quotation system.

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SEE "RISK FACTORS" BEGINNING ON PAGE 15 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY HOLDERS WHO TENDER THEIR ORIGINAL NOTES IN THE
EXCHANGE OFFER AND BY PURCHASERS OF THE NOTES FROM PERSONS ELIGIBLE TO USE THIS
PROSPECTUS FOR RESALES.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-b OF THE NEW HAMPSHIRE UNIFORM
SECURITIES ACT WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER
RSA 421-b IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE
FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION
MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.

The date of this prospectus is May 14, 2002.

TABLE OF CONTENTS

PAGE
----

Additional Information...................................... ii
Summary..................................................... 1
Risk Factors................................................ 15
Forward-Looking Statements.................................. 29
Use of Proceeds............................................. 30
Capitalization.............................................. 31
Unaudited Pro Forma Financial Statements.................... 33
Selected Historical Financial Data.......................... 40
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 41
The Exchange Offer.......................................... 77
Business.................................................... 86
Regulation and Legislation.................................. 110
Management.................................................. 118
Principal Shareholders...................................... 134
Certain Relationships and Related Transactions.............. 137
Description of Certain Indebtedness......................... 149
Description of Notes........................................ 165
Material United States Federal Income Tax Considerations.... 207
Plan of Distribution........................................ 215
Legal Matters............................................... 215
Experts..................................................... 216
Index to Financial Statements............................... F-1

ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-4 (File No. 333-87122) with respect to the securities we are
offering. This prospectus, which forms part of this registration statement, does
not contain all the information included in the registration statement,
including its exhibits and schedules. For further information about us and the
securities offered in this prospectus, you should refer to the registration
statement and its exhibits and schedules. Statements we make in this prospectus
about certain contracts or other documents are not necessarily complete. When we
make such statements we refer you to the copies of the contracts or documents
that are filed as exhibits to the registration statement, because those
statements are qualified in all respects by reference to those exhibits. The
registration statement, including the exhibits and schedules, is on file at the
offices of the Securities and Exchange Commission and may be inspected without
charge.

We file annual, quarterly and special reports and other information with
the Securities and Exchange Commission. You may read and copy at prescribed
rates any document we file at the Securities and Exchange Commission's public
reference rooms at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Securities and Exchange Commission's regional offices at 3475 Lenox
Road, N.E., Suite 1006, in Atlanta, Georgia 30326-1232. Please call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information on
the public reference rooms. Our Securities and Exchange Commission filings are
also available to the public at the Securities and Exchange Commission's Web
site at www.sec.gov.

Our principal executive offices are located at Charter Plaza, 12405
Powerscourt Drive, St. Louis, Missouri 63131. Our telephone number is (314)
965-0555 and our Web site is located at www.charter.com. The information on our
Web site is not part of this prospectus.

THIS PROSPECTUS INCORPORATES BY REFERENCE IMPORTANT BUSINESS AND
FINANCIAL INFORMATION ABOUT THE COMPANY THAT IS NOT INCLUDED IN AND
DELIVERED WITH THE DOCUMENT. DOCUMENTS INCORPORATED BY REFERENCE ARE
AVAILABLE FROM US WITHOUT CHARGE, UNLESS WE HAVE SPECIFICALLY
INCORPORATED BY REFERENCE AN EXHIBIT INTO A DOCUMENT THAT THIS
PROSPECTUS INCORPORATES. YOU MAY OBTAIN DOCUMENTS INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS BY REQUESTING THEM IN WRITING OR BY
TELEPHONE FROM: CHARTER COMMUNICATIONS HOLDINGS, LLC, ATTENTION:
INVESTOR RELATIONS AT THE ADDRESS INDICATED ABOVE.

SUMMARY

The following summary contains a general discussion of our business, the
exchange offer and summary financial information. It likely does not contain all
the information that is important to you in making a decision to tender your
original notes in exchange for new notes. For a more complete understanding of
the exchange offer, you should read this entire prospectus and the other
documents to which we refer. Unless stated otherwise, the discussion of our
business in this prospectus includes Charter Communications Holdings, LLC and
its direct and indirect subsidiaries.

OUR BUSINESS

We are the fourth largest operator of cable systems in the United States,
serving approximately 7 million customers.

We offer a full range of traditional analog cable television services in
all of our systems and continue to increase the number of our systems in which
we offer digital cable television services, along with an array of advanced
products and services, such as interactive video programming, which allows
information to flow in both directions, high-speed Internet access and
video-on-demand. In 2002, we began to offer telephony on a limited basis through
our broadband network using switch technology and will continue with trials of
our voice-over Internet protocol telephony. The introduction and increased
penetration of these new products and services represent an important step
toward the realization of our Wired World(TM) vision, where cable's ability to
transmit video, data and voice at high speeds enables it to serve as the primary
platform for the delivery of multiple advanced services to the home and
workplace.

We have grown rapidly over the past several years. From 1999 through April
2002, we successfully completed 20 acquisitions, representing approximately 4.5
million customers, and also increased our customer base through internal growth.
Our strategy for growth is focused on introducing and increasing customer
adoption of advanced products and services. As of December 31, 2001, we had 2.1
million digital cable customers, 644,800 data customers and 679,100 interactive
TV customers. As of December 31, 2001, video-on-demand was available to digital
customers in systems passing approximately 2.0 million homes.

Our principal executive offices are located at Charter Plaza, 12405
Powerscourt Drive, St. Louis, Missouri 63131. Our telephone number is (314)
965-0555 and our web site is located at www.charter.com. The information on our
web site is not part of this prospectus.

BUSINESS STRATEGY

Our objective is to increase our operating cash flow by increasing our
customer base and the amount of cash flow per customer. To achieve this
objective, we are pursuing the following strategies:

- upgrade the bandwidth capacity of our systems to 550 megahertz or greater
to enable greater channel capacity and add two-way capability to
facilitate interactive communication;

- expand the array of services we offer to our customers through the
implementation of our Wired World vision;

- maximize customer satisfaction by providing reliable, high-quality
service offerings, superior customer service and attractive programming
choices at reasonable rates; and

- increase revenues through innovative marketing programs tailored to local
customer preferences and designed to educate customers about our advanced
products and services and the advantages of these products and services.
1

CHARTER ORGANIZATIONAL STRUCTURE

The new notes to be issued in the exchange offer will be issued by Charter
Communications Holdings, LLC and Charter Communications Holdings Capital
Corporation, the co-issuers of the original notes.

The chart below sets forth our organizational structure and that of our
direct and indirect parent companies. Equity ownership and voting percentages
are as of March 31, 2002 and assume conversion and exchange of all convertible
and exchangeable securities, except those held by Mr. Allen, Charter Investment
and Vulcan Cable III, and that there has been no exercise of any of the
outstanding options (i) to purchase membership units of Charter Communications
Holding Company, LLC, which units are to be exchanged upon issuance for shares
of Charter Communications, Inc. Class A common stock on a one-for-one basis, and
(ii) to purchase shares of Charter Communications, Inc. Class A common stock.
See "Management -- Option/Stock Incentive Plans."

[CHARTER COMMUNICATION FLOW CHART]

(1) Of the 294,536,963 shares of Charter Communications, Inc. Class A common
stock outstanding, 14,158,236 shares were issued in connection with certain
acquisitions. These shares are unregistered and are subject to certain
restrictions on transfer.

(2) Represents 505,664 shares of non-voting convertible redeemable preferred
stock issued in connection with certain acquisitions to former owners of
cable systems, convertible into approximately 2,046,394 shares of Charter
Communications, Inc. Class A Common Stock,
2

representing less than a 1.0% equity interest. These shares are unregistered
and are subject to certain restrictions on transfer.

(3) Represents mirror convertible notes and mirror convertible preferred equity,
which are convertible into common membership units of Charter Communications
Holding Company. These notes and equity mirror the terms and amounts of the
convertible notes and the Series A Convertible Redeemable Preferred Stock
issued by Charter Communications, Inc.

(4) These membership units are exchangeable at any time for shares of Charter
Communications, Inc. Class B common stock, which are in turn convertible
into shares of Charter Communications, Inc. Class A common stock.

(5) Certain former owners of Bresnan own 100% of the preferred equity interests
in CC VIII, LLC, a subsidiary of the CC V Holdings 11.875% notes issuers.
These equity interests are exchangeable at any time for shares of Charter
Communications, Inc. Class A common stock on a one-for-one basis. See
"Business -- Organizational Structure -- Sellers of Bresnan Cable Systems."

For a more detailed description of each entity and how it relates to us,
see "Business -- Organizational Structure."
3

RECENT EVENTS

RESULTS OF FIRST QUARTER 2002

For the first quarter of 2002, our revenues increased by $204.5 million, or
23.4%, to $1,078.3 million, as compared to $873.8 million for the first quarter
of 2001. Loss from operations for the first quarter of 2002 decreased by $273.8
million, or 88.8%, to $38.2 million, as compared to the loss from operations for
the first quarter of 2001 of $311.9 million. Net loss decreased by $323.1
million, or 48.0%, to $349.5 million, as compared to the net loss of $672.6
million for first quarter of 2001. In the first quarter of 2002, we implemented
SFAS 142, "Goodwill and Other Intangible Assets," which requires that goodwill
and other indefinite-lived intangible assets are no longer subject to
amortization over their useful lives, rather, they are subject to at least
annual assessments for impairment. Upon adoption of SFAS 142, we did not have an
impairment charge and eliminated the amortization of indefinite-lived
franchises, which totaled $316.4 million for the first quarter of 2001. Cash
provided by operating activities for the first quarter of 2002 was $44.8 million
compared to actual cash used in operating activities of $155.0 million in the
first quarter of 2001.

ACQUISITIONS COMPLETED 2002

ENSTAR LIMITED PARTNERSHIP TRANSACTIONS. In April 2002, Interlink
Communications Partners, LLC, Rifkin Acquisition Partners, LLC and Charter
Communications Entertainment I, LLC, each an indirect, wholly-owned subsidiary
of Charter Holdings, purchased certain assets of Enstar Income Program II-2,
L.P., Enstar Income Program IV-3, L.P., Enstar Income/Growth Program Six-A,
L.P., Enstar Cable of Macoupin County and Enstar IV/PBD Systems Venture, serving
in the aggregate approximately 21,600 customers. Enstar Communications
Corporation, a direct subsidiary of Charter Communications Holding Company, is
the general partner of the Enstar limited partnerships. The cash sale price of
approximately $48.3 million was the highest bid received by the Enstar limited
partnerships following a broadly-based solicitation process. See "Certain
Relationships and Related Transactions -- Business Relationships."
4

Also, in April 2002, Charter Communications Entertainment I, LLC entered
into an agreement to purchase all of Enstar Income Program II-1, L.P.'s Illinois
cable television systems, serving in the aggregate approximately 6,400
customers, for a total purchase price of approximately $14.7 million. Closing of
the sale is subject to purchase price adjustments, regulatory approvals,
customary closing conditions and approval by the limited partners of Enstar
Income Program II-1, L.P. We expect that this sale will be consummated in the
third quarter of 2002, although no assurance is given regarding this matter.
5

THE EXCHANGE OFFER

Exchange Offer............. We are offering to exchange new notes for the
original notes issued in a private placement on
January 14, 2002 for aggregate net proceeds of
approximately $872.8 million, after giving effect
to underwriting discounts and commissions and
expenses payable by us of approximately $21.5
million. The original notes may only be exchanged
in multiples of $1,000 principal amount (or, in the
case of the original senior discount notes, the
principal amount at maturity). To be exchanged, an
original note must be properly tendered and
accepted.

Resales Without Further
Registration............. We believe that the new notes issued pursuant to
the exchange offer may be offered for resale,
resold or otherwise transferred by you without
compliance with the registration and prospectus
delivery provisions of the Securities Act of 1933,
as amended, provided that:

- you are acquiring the new notes issued in the
exchange offer in the ordinary course of your
business;

- you have not engaged in, do not intend to
engage in, and have no arrangement or
understanding with any person to participate
in, the distribution of the new notes issued to
you in the exchange offer, and;

- you are not our "affiliate," as defined under
Rule 405 of the Securities Act of 1933.

Each of the participating broker-dealers that
receives new notes for its own account in exchange
for original notes that were acquired by such
broker or dealer as a result of market-making or
other activities must acknowledge that it will
deliver a prospectus in connection with the resale
of the new notes.

Expiration Date............ 5:00 p.m., New York City time, on June 18, 2002
unless we extend the exchange offer.

Exchange and Registration
Rights Agreements........ You have the right to exchange the original notes
that you hold for new notes with substantially
identical terms. This exchange offer is intended to
satisfy these rights. Once the exchange offer is
complete, you will no longer be entitled to any
exchange or registration rights with respect to
your original notes.

Accrued Interest on the New
Notes and Original
Notes.................... The new eight-year senior notes and new ten-year
senior notes will bear interest from May 15, 2002
(the date interest will be most recently paid on
the original eight year senior notes and ten-year
senior notes, respectively). Holders of original
notes which are accepted for exchange will be
deemed to have waived the right to receive any
payment in respect of interest on such original
notes
6

accrued to the date of issuance of the new notes.
Original senior discount notes that are accepted
for exchange will cease to accrete in principal
amount from and after May 15, 2002.

Conditions to the Exchange
Offer.................... The exchange offer is conditioned upon certain
customary conditions which we may waive and upon
compliance with securities laws.

Procedures for Tendering
Original Notes........... Each holder of original notes wishing to accept the
exchange offer must:

- complete, sign and date the letter of
transmittal, or a facsimile of the letter of
transmittal; or

- arrange for The Depository Trust Company to
transmit certain required information to the
exchange agent in connection with a book-entry
transfer.

You must mail or otherwise deliver such
documentation together with the original notes to
the exchange agent.

Special Procedures for
Beneficial Holders....... If you beneficially own original notes registered
in the name of a broker, dealer, commercial bank,
trust company or other nominee and you wish to
tender your original notes in the exchange offer,
you should contact such registered holder promptly
and instruct them to tender on your behalf. If you
wish to tender on your own behalf, you must, before
completing and executing the letter of transmittal
for the exchange offer and delivering your original
notes, either arrange to have your original notes
registered in your name or obtain a properly
completed bond power from the registered holder.
The transfer of registered ownership may take
considerable time.

Guaranteed Delivery
Procedures............... You must comply with the applicable procedures for
tendering if you wish to tender your original notes
and:

- time will not permit your required documents to
reach the exchange agent by the expiration date
of the exchange offer; or

- you cannot complete the procedure for
book-entry transfer on time; or

- your original notes are not immediately
available.

Withdrawal Rights.......... You may withdraw your tender of original notes at
any time prior to 5:00 p.m., New York City time, on
the date the exchange offer expires.
7

Failure to Exchange Will
Affect You Adversely....... If you are eligible to participate in the exchange
offer and you do not tender your original notes,
you will not have further exchange or registration
rights and your original notes will continue to be
subject to some restrictions on transfer.
Accordingly, the liquidity of the original notes
will be adversely affected.

Material United States
Federal Income Tax
Considerations........... The disclosure in this prospectus represents our
legal counsel's opinion as to the material United
States Federal income tax consequences of
participating in the exchange offer and in
connection with the ownership and disposition of
the new notes. The exchange of original notes for
new notes pursuant to the exchange offer will not
result in a taxable event. Accordingly, it is our
legal counsel's opinion that:

- no gain or loss will be realized by a U.S.
holder upon receipt of a new note;

- a holder's holding period for new notes will
include the holding period for original notes;
and

- the adjusted tax basis of the new notes will be
the same as the adjusted tax basis of the
original notes exchanged at the time of such
exchange.

Irell & Manella LLP has rendered the
above-referenced opinion in connection with the
exchange offer. See "Material United States Federal
Income Tax Considerations."

Exchange Agent............. The Bank of New York is serving as exchange agent.

Use of Proceeds............ We will not receive any proceeds from the exchange
offer.
8

SUMMARY TERMS OF NEW NOTES

Issuers....................... Charter Communications Holdings, LLC and
Charter Communications Holdings Capital
Corporation.

Notes Offered.................

Eight-Year Senior
Notes......................... $350.0 million in principal amount of 9.625%
senior notes due 2009. The eight-year senior
notes have terms substantially identical to
those of our currently outstanding $350.0
million principal amount of 9.625% senior notes
due 2009 that were issued in May 2001.

Ten-Year Senior Notes.... $300.0 million in principal amount of 10.000%
senior notes due 2011. The ten-year senior
notes have terms substantially identical to
those of our currently outstanding $575.0
million principal amount of 10.000% senior
notes due 2011 that were issued in May 2001.

Senior Discount Notes.... $450.0 million in principal amount at maturity
of 12.125% senior discount notes due 2012.

Maturity

Eight-Year Senior
Notes......................... November 15, 2009

Ten-Year Senior Notes.... May 15, 2011

Senior Discount Notes.... January 15, 2012

Interest

Eight-Year Senior
Notes......................... 9.625% per annum, payable every six months on
each May 15 and November 15, beginning November
15, 2002.

Ten-Year Senior Notes.... 10.000% per annum, payable every six months on
each May 15 and November 15, beginning November
15, 2002.

Senior Discount Notes.... Cash interest will not accrue on the senior
discount notes until January 15, 2007. The
principal amount represented by each senior
discount note will accrete from $554.93 to
$1,000 during the period from the date of
issuance of the original senior discount notes
to January 15, 2007. Thereafter, cash interest
on the senior discount notes will accrue at a
rate of 12.125% per year and will be payable
semi-annually in arrears on each January 15 and
July 15, commencing on July 15, 2007.

Form and Terms................ The form and terms of the new notes will be the
same as the form and terms of the original
notes except that:

- the new notes will bear a different CUSIP
number from the original notes and the
eight-year senior notes and the ten-year
senior notes will have the same CUSIP
number as the May 2001 eight-year senior
notes and May 2001 ten-year senior notes,
respectively, that were exchanged for
registered May 2001 senior notes;
9

- the new notes have been registered under
the Securities Act of 1933 and, therefore,
will not bear legends restricting their
transfer; and

- you will not be entitled to any exchange or
registration rights with respect to the new
notes.

The new notes will evidence the same debt as
the original notes. They will be entitled to
the benefits of the indentures governing the
original notes and will be treated under the
indentures as a single class with the original
notes. Additionally, the eight-year senior
notes and the ten-year senior notes are treated
under the indentures as single class with the
May 2001 eight-year senior notes and the May
2001 ten-year senior notes, respectively.

Ranking.................... The new notes will be senior debt. They will rank
equally with all existing and future unsecured and
unsubordinated debt of the issuers, including the
existing Charter Holdings senior notes and senior
discount notes and trade payables. The new notes
will be effectively subordinated to all existing
and future secured indebtedness of the issuers to
the extent of the value of the assets securing such
indebtedness and structurally subordinated to all
liabilities of the subsidiaries of the issuers.
Charter Holdings is a holding company and conducts
all of its operations through its direct and
indirect subsidiaries. In the event of a default by
Charter Holdings, your right to payment on the new
notes will rank below all existing and future
liabilities, including trade payables of the
subsidiaries of Charter Holdings. As of December
31, 2001, pro forma for the acquisitions in 2001
and 2002, the issuance and sale of the original
notes, the application of the net proceeds
therefrom to repay a portion of the amounts then
outstanding under the revolving credit facilities
of our subsidiaries, the equity contribution from
Charter Communications Holdings Company from the
May 2001 issuance and sale by Charter
Communications, Inc. of convertible senior notes
and Class A common stock and the issuance and sale
of the May 2001 Charter Holdings notes, our debt
would have totaled approximately $15.1 billion,
$6.2 billion of which would have been structurally
senior to the new notes. Since December 31, 2001,
our subsidiaries have incurred substantial
additional indebtedness under their revolving
credit facilities, all of which will be
structurally senior to the new notes. The
indentures governing the new notes do not prohibit
us from incurring additional debt.

Optional Redemption........ We may redeem some or all of the ten-year senior
notes beginning on May 15, 2006. The initial
redemption price is 105.000% of the principal
amount plus accrued and unpaid interest. The
redemption price of the ten-year senior notes will
decline each year after 2006 and beginning on May
15, 2009 will be 100% of the principal amount plus
accrued and unpaid interest. In addition, before
May 15, 2004, we may redeem up to 35% of the
ten-year senior notes using proceeds of certain
offerings of equity securities at a redemption
price equal to 110.000% of the principal amount
plus accrued and unpaid interest. We may redeem
some or all of the
10

senior discount notes beginning on January 15,
2007. The initial redemption price is 106.063% of
their principal amount at maturity plus accrued and
unpaid interest. The redemption price of the senior
discount notes will decline each year after 2007
and beginning on January 15, 2010, will be 100% of
their principal amount at maturity plus accrued and
unpaid interest. In addition, before January 15,
2005, we may redeem up to 35% of the senior
discount notes using proceeds of certain offerings
of equity securities at a redemption price equal to
112.125% of the accreted value. We do not have the
option to redeem any portion of the eight-year
senior notes prior to their maturity date.

Mandatory Offer to
Repurchase................. If Charter Holdings, Charter Communications Holding
Company or Charter Communications, Inc. experiences
certain changes of control, we must offer to
repurchase the eight-year senior notes and ten-year
senior notes at 101% of their principal amount plus
accrued and unpaid interest and the senior discount
notes at 101% of their accreted value plus, for any
change of control occurring after the full
accretion date, accrued and unpaid interest, if
any, to the date of purchase.

Basic Covenants of
Indentures................. The indentures governing the original notes and the
new notes, among other things, restrict our ability
and the ability of certain of our subsidiaries to:

- pay dividends on stock or repurchase stock;

- make investments;

- borrow money;

- grant liens;

- sell all or substantially all of our assets or
merge with or into other companies;

- sell assets;

- in the case of our restricted subsidiaries,
create or permit to exist dividend or payment
restrictions with respect to us; and

- engage in certain transactions with affiliates.

These covenants are subject to important
exceptions. See "Description of Notes -- Certain
Covenants."

RISK FACTORS

You should carefully consider all of the information in this prospectus. In
particular, you should evaluate the specific risk factors under "Risk Factors"
for a discussion of risks associated with an investment in the new notes.

RATIO OF EARNINGS TO FIXED CHARGES

Earnings for the year ended December 31, 1997; for the periods from January
1, 1998 through December 23, 1998 and from December 24, 1998 through December
31, 1998; and for the years ended December 31, 1999, 2000 and 2001 were
insufficient to cover fixed charges by $4.6 million, $17.2 million, $5.3
million, $639.9 million, $2.0 billion and $2.6 billion, respectively. As a
result of such deficiencies, the ratios of earnings to fixed charges are not
presented.
11

UNAUDITED SUMMARY PRO FORMA DATA

You should read the following unaudited summary pro forma financial data of
Charter Holdings in conjunction with the historical financial statements and
other financial information appearing elsewhere in this prospectus, including
"Capitalization," "Unaudited Pro Forma Financial Statements" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations." The
unaudited summary pro forma data reflect the acquisitions, dispositions and debt
and equity transactions completed by Charter Holdings since January 1, 2001 as
detailed on page 33.

UNAUDITED PRO FORMA DATA
AS OF AND FOR THE YEAR ENDED DECEMBER 31,
2001
CHARTER ------------------------------------------
HOLDINGS RECENT OFFERING
PRO FORMA TRANSACTIONS SUBTOTAL ADJUSTMENT TOTAL
----------- ------------- ------------ ----------- -----------
(DOLLARS IN THOUSANDS, EXCEPT AVERAGE)

STATEMENT OF OPERATIONS:
Revenues.......................................... $ 3,953,132 $170,773 $ 4,123,905 $ -- $ 4,123,905
----------- -------- ----------- -------- -----------
Operating expenses:
Operating, general and administrative........... 2,110,043 140,861 2,250,904 -- 2,250,904
Depreciation and amortization................... 3,010,068 84,047 3,094,115 -- 3,094,115
Option compensation expense..................... (51,839) -- (51,839) -- (51,839)
Corporate expense charges....................... 56,930 9,556 66,486 -- 66,486
Special charges................................. 17,629 -- 17,629 -- 17,629
----------- -------- ----------- -------- -----------
Total operating expenses...................... 5,142,831 234,464 5,377,295 -- 5,377,295
----------- -------- ----------- -------- -----------
Loss from operations.............................. (1,189,699) (63,691) (1,253,390) -- (1,253,390)
Interest expense.................................. (1,298,956) (10,289) (1,309,245) (42,846) (1,352,091)
Interest income................................... 8,766 320 9,086 -- 9,086
Other expense..................................... (139,618) (478) (140,096) -- (140,096)
----------- -------- ----------- -------- -----------
Loss before minority interest expense............. (2,619,507) (74,138) (2,693,645) (42,846) (2,736,491)
Minority interest expense(a)...................... (12,828) -- (12,828) -- (12,828)
----------- -------- ----------- -------- -----------
Net loss.......................................... $(2,632,335) $(74,138) $(2,706,473) $(42,846) $(2,749,319)
=========== ======== =========== ======== ===========
OTHER FINANCIAL DATA:
EBITDA(b)......................................... $ 1,680,751 $ 19,878 $ 1,700,629 $ 1,700,629
EBITDA margin(c).................................. 42.5% 11.6% 41.2% 41.2%
Adjusted EBITDA(d)................................ $ 1,843,089 $ 29,912 $ 1,873,001 $ 1,873,001
Cash flows from operating activities.............. 537,015 76,256 613,271 613,271
Cash flows from investing activities.............. (2,933,678) (45,869) (2,979,547) (2,979,547)
Cash flows from financing activities.............. 2,267,718 (29,044) 2,238,674 2,238,674
Capital expenditures.............................. 2,909,109 15,881 2,924,990 2,924,990
Cash interest expense............................. 965,862
Deficiency of earnings to cover fixed
charges(e)...................................... $ 2,749,319
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets...................................... $24,722,927 $143,175 $24,866,102 $ 21,527 $24,887,629
Total debt........................................ 14,960,373 139,584 15,099,957 12,138 15,112,095
Minority interest(f).............................. 676,028 -- 676,028 -- 676,028
Member's equity................................... 7,283,685 -- 7,283,685 -- 7,283,685

UNAUDITED PRO FORMA DATA
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2001
CHARTER ------------------------------------------------
HOLDINGS RECENT OFFERING
PRO FORMA TRANSACTIONS SUBTOTAL ADJUSTMENT TOTAL
----------- ------------- ------------ ----------- -----------
(DOLLARS IN THOUSANDS, EXCEPT AVERAGE)

OPERATING DATA
(AT END OF PERIOD, EXCEPT FOR AVERAGE):
BASIC CABLE (ANALOG SIGNAL):
Homes passed(g)................................ 11,502,300 35,600 11,537,900 -- 11,537,900
Basic customers(h)............................. 6,953,700 21,600 6,975,300 -- 6,975,300
Penetration(i)................................. 60.5% 60.7% 60.5% -- 60.5%
DIGITAL CABLE:
Homes passed(g)................................ 10,638,300 -- 10,638,300 -- 10,638,300
Digital customers.............................. 2,144,800 -- 2,144,800 -- 2,144,800
Penetration(i)................................. 20.2% -- 20.2% -- 20.2%
CABLE MODEM HIGH-SPEED INTERNET ACCESS:
Homes passed(g)................................ 7,560,600 -- 7,560,600 -- 7,560,600
Cable modem customers.......................... 607,700 -- 607,700 -- 607,700
Penetration(i)................................. 8.0% -- 8.0% -- 8.0%
INTERACTIVE TELEVISION (WINK):
Homes passed(g)................................ 3,419,900 -- 3,419,900 -- 3,419,900
Interactive TV customers....................... 679,100 -- 679,100 -- 679,100
Penetration(i)................................. 19.9% -- 19.9% -- 19.9%
AVERAGE MONTHLY REVENUE PER BASIC
CUSTOMER(j).................................. $ 49.27

- -------------------------

(a) Represents the 2% accretion of the preferred membership units of an
indirect subsidiary of Charter Holdings issued to certain Bresnan sellers.
These membership units are exchangeable at any time on a one-for-one basis
for shares of Class A common stock of Charter Communications, Inc.

(b) EBITDA represents earnings (loss) before interest, depreciation and
amortization, and minority interest expense. EBITDA is presented because it
is a widely accepted financial indicator of a cable company's ability to
service indebtedness. However, EBITDA should not be considered as an
alternative to income from operations or to cash flows from operating,
investing or financing activities, as determined in accordance with
generally accepted accounting principles. EBITDA should also not be
construed as an indication of a company's operating performance or as a
measure of liquidity. Management's discretionary use of funds depicted by
EBITDA may be limited by working capital, debt service and capital
expenditure requirements and by restrictions related to legal requirements,
commitments and uncertainties.

(d) Adjusted EBITDA means EBITDA before option compensation expense, corporate
expense charges, special charges and other expenses. Adjusted EBITDA is
presented because it is a widely accepted financial indicator of a cable
company's ability to service its indebtedness. However, adjusted EBITDA
should not be considered as an alternative to income from operations or to
cash flows from operating, investing or financing activities, as determined
in accordance with generally accepted accounting principles. Adjusted
EBITDA also should not be construed as an indication of a company's
operating performance or as a measure of liquidity. In addition, because
adjusted EBITDA is not calculated identically by all companies, the
presentation here may not be comparable to other similarly titled measures
of other companies. Management's discretionary use of funds depicted by
adjusted EBITDA may be limited by
13

working capital, debt service and capital expenditure requirements and by
restrictions related to legal requirements, commitments and uncertainties.

(e) Earnings include net income (loss) plus fixed charges. Fixed charges
consist of interest expense and an estimated interest component of rent
expense.

(f) Represents preferred membership units in an indirect subsidiary of Charter
Holdings issued to certain Bresnan sellers, which are exchangeable on a
one-for-one basis for shares of Class A common stock of Charter
Communications, Inc.

(g) Homes passed are the number of living units, such as single residence
homes, apartments and condominium units, passed by the cable television
distribution network in a given cable system service area to which we offer
the named service.

(h) Basic customers are customers who receive basic cable service. All of our
customers, including those receiving digital or advanced services, receive
basic cable services.

(i) Penetration represents customers as a percentage of homes passed.

(j) Average monthly revenue per basic customer represents revenues divided by
the number of months in the period divided by the number of basic customers
at the end of the period.
14

RISK FACTORS

The new notes, like the original notes entail the following risks. You
should carefully consider these risk factors, as well as the other information
contained in this prospectus, before exchanging the original notes for the new
notes.

OUR BUSINESS

WE AND OUR SUBSIDIARIES HAVE SUBSTANTIAL EXISTING DEBT AND MAY INCUR SUBSTANTIAL
ADDITIONAL DEBT IN THE FUTURE, WHICH COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH
AND OUR ABILITY TO OBTAIN FINANCING IN THE FUTURE AND REACT TO CHANGES IN OUR
BUSINESS.

We and our subsidiaries have a significant amount of debt. As of December
31, 2001, pro forma for the 2001 and 2002 acquisitions, the issuance and sale of
the original notes, the application of the net proceeds therefrom to repay a
portion of the amounts then outstanding under the revolving credit facilities of
our subsidiaries, the equity contribution from Charter Communications Holdings
Company from the May 2001 issuance and sale by Charter Communications, Inc. of
convertible senior notes and Class A common stock, and the issuance and sale of
the May 2001 Charter Holdings notes, our total debt would have been
approximately $15.1 billion, our member's equity would have been approximately
$7.3 billion and the deficiency of our earnings available to cover fixed charges
would have been approximately $2.7 billion. Since December 31, 2001, our
subsidiaries have incurred substantial additional debt under their revolving
credit facilities. Our significant amount of debt could have important
consequences for you. For example, it could:

- make it more difficult for us to satisfy our obligations to you under the
notes, to the lenders under our subsidiaries' credit facilities and to
our other public noteholders;

- increase our vulnerability to general adverse economic and cable industry
conditions, including interest rate increases, because a significant
portion of our borrowings are and will continue to be at variable rates
of interest;

- require us to dedicate a substantial portion of our cash flow from
operations to payments on our debt, which will reduce our funds available
for working capital, capital expenditures and other general corporate
expenses;

- limit our flexibility in planning for, or reacting to, changes in our
business, the cable and telecommunications industries and the economy at
large;

- place us at a disadvantage compared to our competitors that have
proportionately less debt; and

- limit our ability to borrow additional funds in the future, if we need
them, due to applicable financial and restrictive covenants in our debt.

The indentures governing the notes will not prohibit us from incurring
additional debt. Further, the agreements and instruments governing our and our
subsidiaries' debt allow for the incurrence of substantial additional debt by
our subsidiaries, all of which would be structurally senior to the notes. We
anticipate that we may incur significant additional debt, including through our
subsidiaries, in the future to fund the expansion, maintenance and upgrade of
our cable systems. If current debt levels increase, the related risks that we
and you now face will intensify.

THE AGREEMENTS AND INSTRUMENTS GOVERNING OUR DEBT AND THE DEBT OF OUR
SUBSIDIARIES CONTAIN RESTRICTIONS AND LIMITATIONS THAT COULD SIGNIFICANTLY
IMPACT OUR ABILITY TO OPERATE OUR BUSINESS AND ADVERSELY AFFECT THE HOLDERS OF
THE NOTES.

The credit facilities of our subsidiaries, the indentures governing the
notes and our and our subsidiaries' other public notes contain a number of
significant covenants that could adversely impact

our business and the holders of the notes. In particular, the credit facilities
of our subsidiaries and the indentures of our and our subsidiaries' public notes
(including the original notes) restrict our ability and the ability of our
subsidiaries to:

- pay dividends or make other distributions;

- make certain investments or acquisitions;

- dispose of assets or merge;

- incur additional debt;

- issue equity;

- repurchase or redeem equity interests and debt;

- grant liens; and

- pledge assets.

Furthermore, in accordance with our subsidiaries' credit facilities, a
number of our subsidiaries are required to maintain specified financial ratios
and meet financial tests. The ability to comply with these provisions may be
affected by events beyond our control. The breach of any of these covenants will
result in a default under the applicable debt agreement or instrument, which
could prohibit distributions to us to pay amounts on the notes and could trigger
acceleration of the debt under the applicable agreement. Such a default would
cause a cross-default in the indentures governing our notes and would trigger
the cross-default provision of the Charter Operating Credit Agreement. Any
default under our subsidiaries' credit facilities or the indentures governing
our outstanding public notes might adversely affect our growth, our financial
condition, our results of operations and the ability to make payments on the
notes, our other publicly-held notes, our subsidiaries' publicly-held notes and
on our subsidiaries' credit facilities.

IF OUR SUBSIDIARIES DEFAULT UNDER THEIR CREDIT FACILITIES OR PUBLIC NOTES, WE
MAY NOT HAVE THE ABILITY TO MAKE PAYMENTS ON THE NOTES.

In the event of a default under our subsidiaries' credit facilities or
public notes, our subsidiaries' creditors could elect to declare all amounts
borrowed, together with accrued and unpaid interest and other fees, to be due
and payable. In such event, our subsidiaries' credit facilities and indentures
will not permit our subsidiaries to distribute funds to us to pay interest or
principal on the notes or to meet our other obligations. If the amounts
outstanding under such credit facilities or public notes are accelerated, all of
our subsidiaries' debt and liabilities would be payable from our subsidiaries'
assets, prior to any distribution of our subsidiaries' assets to pay the
interest and principal amounts on the notes and we may not be able to repay or
make payments on the notes. Additionally, such a default would cause a
cross-default under the indentures governing our notes and would trigger the
cross-default provision of the Charter Operating Credit Agreement. Any default
under any of our credit facilities or public notes may adversely affect the
holders of the notes and our growth, financial condition and results of
operations.

CHARTER HOLDINGS IS A HOLDING COMPANY THAT HAS NO OPERATIONS AND WILL DEPEND ON
ITS OPERATING SUBSIDIARIES FOR CASH TO MAKE PAYMENTS ON THE NOTES. CHARTER
HOLDINGS' SUBSIDIARIES ARE LIMITED IN THEIR ABILITY TO MAKE FUNDS AVAILABLE FOR
THE PAYMENT OF THE NOTES AND OTHER OBLIGATIONS.

As a holding company, we will depend entirely on cash from our operating
subsidiaries to satisfy our obligations to you as a holder of the notes. Our
operating subsidiaries may not be able to make funds available to us.

We will not hold any significant assets other than our direct and indirect
interests in our subsidiaries which conduct all of our operations. Our cash flow
depends upon the cash flow of our

operating subsidiaries and the payment of funds by our operating subsidiaries to
us. This could adversely affect our ability to meet our obligations to you as a
holder of the notes or to our other creditors.

Our operating subsidiaries are separate and distinct legal entities and are
not obligated to make funds available for payment of the notes and other
obligations in the form of loans, distributions or otherwise. In addition, our
operating subsidiaries' ability to make any such loans, distributions or other
payments to us will depend on their earnings, business and tax considerations
and legal restrictions. Furthermore, covenants in the indentures and credit
agreements governing the debt of our subsidiaries restrict their ability to make
loans, distributions or other payments to us. This could adversely impact our
ability to pay interest and principal due on the notes. See "Description of
Certain Indebtedness."

BECAUSE OF OUR HOLDING COMPANY STRUCTURE, THE NOTES WILL BE STRUCTURALLY
SUBORDINATED TO ALL LIABILITIES OF OUR SUBSIDIARIES.

The borrowers and guarantors under the Charter Operating credit facilities,
the CC VI Operating (Fanch) credit facilities, the CC VII (Falcon) credit
facilities and the CC VIII Operating (Bresnan) credit facilities are our direct
or indirect subsidiaries. A number of our subsidiaries are also obligors under
other debt instruments. As of December 31, 2001, pro forma for the 2001 and 2002
acquisitions, the issuance and sale of the original notes, the application of
the net proceeds therefrom to repay a portion of the amounts then outstanding
under the revolving credit facilities of our subsidiaries, the equity
contribution from Charter Communications Holdings Company from the May 2001
issuance and sale by Charter Communications, Inc. of convertible senior notes
and Class A common stock and the issuance and sale of the May 2001 Charter
Holdings notes, our total debt would have been approximately $15.1 billion, $6.2
billion of which would have been structurally senior to the notes. Since
December 31, 2001, our subsidiaries have incurred substantial additional
indebtedness under their revolving credit facilities, all of which is
structurally senior to the notes. The lenders under all of our subsidiaries'
credit facilities and the holders of the other debt instruments and all of the
other creditors of our subsidiaries will have the right to be paid before us
from any of our subsidiaries' assets. In addition, if we caused a subsidiary to
pay a dividend to enable us to make payments in respect of the notes and such
transfer were deemed a fraudulent transfer or an unlawful distribution, you
could be required to return the payment to (or for the benefit of) the creditors
of our subsidiaries. In the event of the bankruptcy, liquidation or dissolution
of a subsidiary, following payment by such subsidiary of its liabilities, such
subsidiary may not have sufficient assets remaining to make any payments to us
as an equity holder or otherwise. This would adversely affect our ability to
make payments to you as a holder of the notes. In addition, the notes are
unsecured and therefore will be effectively subordinated in right of payment to
any existing and future secured debt we may incur to the extent of the value of
the assets securing such debt.

OUR ABILITY TO GENERATE THE SIGNIFICANT AMOUNT OF CASH NEEDED TO PAY INTEREST
AND PRINCIPAL AMOUNTS ON THE NOTES, SERVICE OUR OTHER DEBT AND THE DEBT OF OUR
SUBSIDIARIES AND GROW OUR BUSINESS DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.

Our ability to make payments on the notes and to fund our planned capital
expenditures for upgrading our cable systems and our ongoing operations will
depend on our ability to generate cash and to secure financing in the future.
This, to a certain extent, is subject to general economic, financial,
competitive, legislative, regulatory and other factors beyond our control.
Additionally, it is difficult to assess the impact that the terrorist attacks on
September 11, 2001 and the subsequent armed conflict and related events,
combined with the general economic slowdown, will have on future operations.
These events, combined with the general economic slowdown, could result in
reduced spending by customers and advertisers, which could reduce our revenues
and operating cash flow. If

our business does not generate sufficient cash flow from operations, and
sufficient future distributions are not available to us from borrowings under
our subsidiaries' credit facilities or from other sources of financing, we may
not be able to make interest payments on the notes or repay the notes, to grow
our business or to fund our other liquidity and capital needs.

WE HAVE GROWN RAPIDLY AND HAVE A LIMITED HISTORY OF OPERATING OUR CURRENT
SYSTEMS. THIS MAKES IT DIFFICULT FOR YOU TO COMPLETELY EVALUATE OUR PERFORMANCE.

We commenced active operations in 1994 and have grown rapidly since then
through acquisitions of cable systems. As of December 31, 2001, our systems
served over 300% more customers than were served as of December 31, 1998. As a
result, historical financial information about us may not be indicative of the
future or of results that we can achieve with the cable systems that are
currently under or will be under our control. Our recent growth in revenues over
our short operating history is not necessarily indicative of future performance.

WE HAVE A HISTORY OF NET LOSSES AND EXPECT TO CONTINUE TO EXPERIENCE NET LOSSES.
CONSEQUENTLY, WE MAY NOT HAVE THE ABILITY TO FINANCE FUTURE OPERATIONS.

We have had a history of net losses and expect to continue to report net
losses for the foreseeable future. We reported net losses before extraordinary
items of $640.9 million for 1999, $2.0 billion for 2000 and $2.6 billion for
2001. On a pro forma basis, giving effect to acquisitions in 2001 and 2002, the
sale of the May 2001 notes and the original notes and the application of the net
proceeds therefrom, and application of the net proceeds contributed to us from
the sale of Charter Communications, Inc.'s convertible senior notes and Class A
common stock in May 2001, we had net losses of $2.7 billion for the year ended
December 31, 2001. We cannot predict what impact, if any, continued losses will
have on our ability to finance our operations in the future.

IF WE ARE UNSUCCESSFUL IN GROWING OUR NET OPERATING CASH FLOW, OUR FINANCIAL
CONDITION AND RESULTS OF OPERATIONS COULD BE ADVERSELY AFFECTED.

If we are unable to grow our cash flow sufficiently, we may be unable to
make interest payments on the notes or repay the notes or our other debt, to
grow our business or to fund our other liquidity needs. We expect that a
substantial portion of our future growth will be achieved through revenues from
new products and services. We may not be able to offer these new products and
services successfully to our customers and these new products and services may
not generate adequate revenues. If we are unable to grow our cash flow
sufficiently, we may be unable to fulfill our obligations or obtain alternative
financing. Further, due to declining market conditions and slowing economic
trends during the last year, both before and after the terrorist attacks on
September 11, 2001, we cannot assure you that we will be able to achieve our
planned levels of growth as these conditions and events may negatively affect
the demand for our additional services and products and spending by customers
and advertisers.

OUR PROGRAMMING COSTS ARE INCREASING. WE MAY NOT HAVE THE ABILITY TO PASS THESE
INCREASES ON TO OUR CUSTOMERS, WHICH WOULD ADVERSELY AFFECT OUR CASH FLOW AND
OPERATING MARGINS.

Programming has been, and is expected to continue to be, our largest
operating expense item. In recent years, the cable industry has experienced a
rapid escalation in the cost of programming, particularly sports programming.
This escalation may continue, and we may not be able to pass programming cost
increases on to our customers. The inability to pass these programming cost
increases on to our customers would have an adverse impact on our cash flow and
operating margins. In addition, as we upgrade the channel capacity of our
systems and add programming to our basic,

expanded basic and digital services offerings, we may face additional market
constraints on our ability to pass programming costs on to our customers.

OUR LEVEL OF CAPITAL EXPENDITURES IS DEPENDENT UPON MANY CIRCUMSTANCES,
INCLUDING GROWTH IN DIGITAL CABLE CUSTOMERS AND IN THE DELIVERY OF OTHER
ADVANCED SERVICES. IF OUR REQUIRED CAPITAL EXPENDITURES EXCEED OUR PROJECTIONS,
WE MAY NOT HAVE SUFFICIENT FUNDING, WHICH COULD ADVERSELY AFFECT OUR GROWTH,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

In 2002, we expect to spend a total of approximately $2.5 billion to
upgrade and rebuild our systems in order to offer advanced services to our
customers and for normal recurring capital expenditures. The actual amount of
our capital expenditures will depend, in part, on the level of growth in digital
cable customers and in the delivery of other advanced services.

We currently anticipate that we will have sufficient capital to fund our
capital expenditures through 2003. However, we may need additional capital if
there is accelerated growth in digital cable customers or in the delivery of
other advanced services, whether as a result of increasing demand for advanced
products and services in our upgraded service areas or a need to upgrade other
service areas ahead of schedule. We may also need additional capital if we
acquire substantial additional customers. If we cannot obtain such capital from
increases in our operating cash flow, additional borrowings or other sources, we
may not be able to fund any accelerated growth, offer advanced products and
services on a timely basis or compete effectively. Consequently, our growth,
financial condition and results of operations could suffer materially. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Capital Expenditures."

WE DEPEND ON THIRD-PARTY SERVICE SUPPLIERS FOR CERTAIN OF OUR SERVICES. IF WE
ARE UNABLE TO PROCURE THE NECESSARY SERVICES, OUR ABILITY TO OFFER OUR SERVICES
COULD BE IMPAIRED. THIS COULD ADVERSELY AFFECT OUR GROWTH, FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

We depend on third-party suppliers to supply the hardware, software and
operational support necessary to provide certain of our advanced services.
Currently, we obtain these services from a limited number of suppliers, some of
which do not have a long operating history. If demand for these services exceeds
our suppliers' capacity or if our suppliers experience operating or financial
difficulties similar to those experienced by Excite@Home Corporation, our
ability to provide these advanced services might be adversely effected which
could adversely affect our growth, financial condition and results of
operations. In addition, the inability of these vendors to provide equipment or
services might result in additional costs to us, including the costs to
negotiate alternative vendor relationships, the cost to develop the capacity to
provide the equipment and services ourselves and the loss of customers as a
result of our inability to provide such advanced services or an interruption of
service following a vendor's cessation of service. We are working to establish
alternative vendors for services we consider critical, but there can be no
assurance that we will be able to establish such relationships or that we will
be able to obtain such equipment and services on a equally favorable basis.

WE MAY NOT BE ABLE TO FUND THE CAPITAL EXPENDITURES NECESSARY TO KEEP PACE WITH
TECHNOLOGICAL DEVELOPMENTS OR OUR CUSTOMERS' DEMAND FOR NEW PRODUCTS AND
SERVICES. THIS COULD LIMIT OUR ABILITY TO COMPETE EFFECTIVELY. CONSEQUENTLY, OUR
GROWTH, RESULTS OF OPERATIONS AND FINANCIAL CONDITION COULD SUFFER MATERIALLY.

The cable business is characterized by rapid technological change and the
introduction of new products and services. We cannot assure you that we will be
able to fund the capital expenditures necessary to keep pace with technological
developments, or that we will successfully anticipate the demand of our
customers for products and services requiring new technology. Additionally, many
developers of advanced products and services do not have a long operating
history. As a result, if these developers experience financial difficulties, our
ability to offer these advanced products and

services could be adversely affected. Our inability to upgrade, maintain and
expand our systems and provide advanced services in a timely manner, or to
anticipate the demands of the marketplace, could adversely affect our ability to
compete. Consequently, our growth, financial condition and results of operations
could suffer materially.

THERE IS NO EXPECTATION THAT PAUL G. ALLEN WILL FUND OUR OPERATIONS OR
OBLIGATIONS IN THE FUTURE.

In the past, Mr. Allen and his affiliates have contributed funds to Charter
Communications, Inc., Charter Communications Holding Company and us. There is no
expectation that Mr. Allen or his affiliates will contribute funds to Charter
Communications, Inc., Charter Communications Holding Company, us or to our
subsidiaries in the future.

A SALE BY MR. ALLEN OF HIS DIRECT OR INDIRECT EQUITY INTERESTS COULD ADVERSELY
AFFECT OUR ABILITY TO MANAGE OUR BUSINESS.

Mr. Allen is not prohibited by any agreement from selling the shares of
Class A or Class B common stock he holds in Charter Communications, Inc. or
causing Charter Investment, Inc. or Vulcan Cable III Inc. to sell their
membership units in Charter Communications Holding Company. We cannot assure you
that Mr. Allen or any of his affiliates will maintain all or any portion of his
direct or indirect ownership interests in Charter Communications, Inc. and
Charter Communications Holding Company. In the event he sells all or any portion
of his direct or indirect ownership interest in Charter Communications, Inc. or
Charter Communications Holding Company, we cannot assure you that he would
continue as Chairman of Charter Communications, Inc.'s board of directors or
otherwise participate in our management. The disposition by Mr. Allen or any of
his affiliates of these equity interests or the loss of his services by Charter
Communications, Inc. and/or Charter Communications Holding Company could
adversely affect our growth, financial condition and results of operations or
adversely impact the market price of the notes.

WE OPERATE IN A VERY COMPETITIVE BUSINESS ENVIRONMENT WHICH CAN ADVERSELY AFFECT
OUR BUSINESS AND OPERATIONS.

The industry in which we operate is highly competitive. In some instances,
we compete against companies with fewer regulatory burdens, easier access to
financing, greater personnel resources, greater brand name recognition and
long-standing relationships with regulatory authorities and customers.
Increasing consolidation in the cable industry and the repeal of certain
cross-ownership rules may further enhance the ability of certain of our
competitors, either through access to financing, resources or efficiencies of
scale. We face competition within the subscription television industry, which
includes providers of paid television service employing technologies other than
cable, such as direct broadcast satellite, also known as DBS. A pending merger
between the two largest DBS providers, if approved by regulators and consummated
by the parties, would provide the surviving entity with increased resources and
could further strengthen competition from this sector. Local telephone companies
and electric utilities can compete in this area, and they increasingly may do so
in the future. The subscription television industry also faces competition from
broadcast companies distributing television broadcast signals without assessing
a subscription fee and from other communications and entertainment media,
including conventional radio broadcasting services, newspapers, movie theaters,
the Internet, live sports events and home video products. With respect to our
Internet access services, we face competition from providers of digital
subscriber line technology, also known as DSL, including in many cases telephone
companies. Additionally, technological developments, such as the ability to
stream video over the Internet, could introduce additional competition into
video programming services, a core part of our business, particularly from high
speed Internet access providers, such as providers of DSL.

We cannot assure you that upgrading our cable systems will allow us to
compete effectively. Additionally, as we expand and introduce new and enhanced
services, including Internet and telecommunications services, we will be subject
to competition from telecommunications providers and Internet service providers.
We cannot predict the extent to which competition may affect our business and
operations in the future. See "Business -- Competition."

WE MAY NOT HAVE THE ABILITY TO INTEGRATE THE NEW CABLE SYSTEMS THAT WE ACQUIRE
AND THE CUSTOMERS THEY SERVE WITH OUR EXISTING CABLE SYSTEMS. THIS COULD
ADVERSELY AFFECT OUR OPERATING RESULTS AND GROWTH STRATEGY.

We have grown through acquisitions of cable systems and now own and operate
cable systems serving approximately 7 million customers. We may acquire more
cable systems in the future, through direct acquisition, system swaps or
otherwise. The integration of the cable systems we have acquired or may in the
future acquire, poses a number of significant risks, including:

- our acquisitions may not have a positive impact on our cash flows from
operations;

- the integration of these new systems and customers will place significant
demands on our management and our operations, information services, and
financial, legal and marketing resources. Our current operating and
financial systems and controls and information services may not be
adequate, and any steps taken to improve these systems and controls may
not be sufficient; and

- acquired businesses sometimes result in unexpected liabilities and
contingencies that could be significant.

We cannot assure you that we will successfully integrate any acquired
systems into our operations.

THE LOSS OF ANY OF OUR KEY EXECUTIVES COULD ADVERSELY AFFECT OUR ABILITY TO
MANAGE OUR BUSINESS.

Our success is substantially dependent upon the retention and the continued
performance of our executive officers. Many of these executive officers are
uniquely qualified in their areas of expertise, making it difficult to replace
their services. The loss of the services of any of these officers could
adversely affect our growth, financial condition and results of operations.

MR. ALLEN'S CONTROLLING POSITION

MR. ALLEN MAY HAVE INTERESTS THAT CONFLICT WITH YOUR INTERESTS.

Mr. Allen controls approximately 92.3% of the voting power of the capital
stock of our manager, Charter Communications, Inc., and is entitled to elect all
but one of its board members. Accordingly, Mr. Allen controls Charter
Communications, Inc., which, in turn, controls Charter Communications Holding
Company and Charter Holdings. Mr. Allen thus has the ability to control
fundamental corporate transactions requiring equity holder approval, including,
but not limited to, the election of all of Charter Communications, Inc.'s
directors, approval of merger transactions involving us and the sale of all or
substantially all of our assets.

Mr. Allen's control over our management and affairs could create conflicts
of interest if he is faced with decisions that could have implications for him,
us and the holders of our public notes. Further, Mr. Allen could effectively
cause us to enter into contracts with another entity in which he owns an
interest or to decline a transaction that he (or another entity in which he owns
an interest) ultimately enters into.

Mr. Allen may engage in other businesses involving the operation of cable
television systems, video programming, high-speed Internet access, telephony or
business and financial transactions conducted through broadband interactivity
and Internet services. Mr. Allen may also engage in other businesses that
compete or may in the future compete with us. In addition, Mr. Allen currently
engages and may engage in the future in businesses that are complementary to our
cable and broadband technology business.

Accordingly, conflicts could arise with respect to the allocation of
corporate opportunities between us and Mr. Allen. Current or future agreements
between us and either Mr. Allen or his affiliates may not be the result of
arm's-length negotiations. Consequently, such agreements may be less favorable
to us than agreements that we could otherwise have entered into with
unaffiliated third parties. Further, many past and future transactions with Mr.
Allen or his affiliates are informal in nature. As a result, there will be some
discretion left to the parties, who are subject to the potentially conflicting
interests described above. We cannot assure you that the interests of either Mr.
Allen or his affiliates will not conflict with the interests of the holders of
our public notes. We have not instituted any formal plans to address conflicts
of interest that may arise; however, our indentures impose certain requirements
on affiliate transactions, such as board approval by the board of Charter
Holdings and, in larger transactions, receipt of a fairness opinion.

WE ARE NOT PERMITTED TO ENGAGE IN ANY BUSINESS ACTIVITY OTHER THAN THE CABLE
TRANSMISSION OF VIDEO, AUDIO AND DATA UNLESS MR. ALLEN AUTHORIZES US TO PURSUE
THAT PARTICULAR BUSINESS ACTIVITY. THIS COULD ADVERSELY AFFECT OUR ABILITY TO
OFFER NEW PRODUCTS AND SERVICES OUTSIDE OF THE CABLE TRANSMISSION BUSINESS AND
ENTER INTO NEW BUSINESSES, WHICH COULD ADVERSELY AFFECT OUR GROWTH, FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

Charter Communications, Inc.'s certificate of incorporation and Charter
Communications Holding Company's limited liability company agreement provide
that Charter Communications, Inc. and Charter Communications Holding Company and
their subsidiaries cannot engage in any business activity outside the cable
transmission business except for specified businesses. This will be the case
unless the opportunity to pursue the particular business activity is first
offered to Mr. Allen, he decides not to pursue it and he consents to our
engaging in the business activity. The cable transmission business means the
business of transmitting video, audio, including telephone services, and data
over cable television systems owned, operated or managed by us from time to
time. These provisions may limit our ability to take advantage of attractive
business opportunities. Consequently, our ability to offer new products and
services outside of the cable transmission business and enter into new
businesses could be adversely affected, resulting in an adverse effect on our
growth, financial condition and results of operations. See "Certain
Relationships and Related Party Transactions -- Allocation of Business
Opportunities with Mr. Allen."

OUR MANAGEMENT MAY BE RESPONSIBLE FOR MANAGING OTHER CABLE OPERATIONS AND MAY
NOT DEVOTE THEIR FULL TIME TO OUR OPERATIONS. THIS COULD GIVE RISE TO CONFLICTS
OF INTEREST AND IMPAIR OUR OPERATING RESULTS.

Mr. Allen and certain other of our affiliates may from time to time in the
future acquire cable systems in addition to those owned by us. Charter
Communications, Inc., as well as some of the officers of Charter Communications,
Inc. who currently manage our cable systems, may have a substantial role in
managing outside cable systems that may be acquired in the future. As a result,
the time they devote to managing our systems may be correspondingly reduced.
This could adversely affect our growth, financial condition and results of
operations. Moreover, allocating managers' time and other resources of Charter
Communications, Inc. and Charter Communications Holding Company between our
systems and outside systems that may be held by our affiliates could give rise
to conflicts of interest. Charter Communications, Inc. and Charter
Communications Holding

Company do not have or plan to create formal procedures for determining whether
and to what extent cable systems acquired in the future will receive priority
with respect to personnel requirements.

REGULATORY AND LEGISLATIVE MATTERS

OUR BUSINESS IS SUBJECT TO EXTENSIVE GOVERNMENTAL LEGISLATION AND REGULATION.
THE APPLICABLE LEGISLATION AND REGULATIONS, AND CHANGES TO THEM, COULD ADVERSELY
AFFECT OUR BUSINESS BY INCREASING OUR EXPENSES.

Regulation of the cable industry has increased the administrative and
operational expenses and limited the revenues of cable systems. Cable operators
are subject to, among other things:

- subscriber privacy;

- limited rate regulation;

- requirements that, under specified circumstances, a cable system carry a
local broadcast station or obtain consent to carry a local or distant
broadcast station;

- rules for franchise renewals and transfers; and

- other requirements covering a variety of operational areas such as equal
employment opportunity, technical standards and customer service
requirements.

Additionally, many aspects of these regulations are currently the subject
of judicial proceedings and administrative or legislative proposals. There are
also ongoing efforts to amend or expand the federal, state and local regulation
of some of our cable systems, which may compound the regulatory risks we already
face. Certain states and localities are considering new telecommunications taxes
that could increase operating expenses. We cannot predict whether in response to
these efforts any of the states or localities in which we now operate will
expand regulation of our cable systems in the future or how they will do so.

WE MAY ENCOUNTER SUBSTANTIALLY INCREASED POLE ATTACHMENT COSTS.

Although cable system attachments to public utility poles historically have
been regulated at the federal or state level, utility pole owners in many areas
are attempting to circumvent or eliminate pole regulation by raising fees and
imposing other costs on cable operators and others. A recent decision by the
United States Supreme Court (reversing a lower appeals court decision) rejected
the efforts of some utility pole owners to make cable attachments carrying
Internet traffic ineligible for regulatory protection. This decision
significantly decreases the risk that utility pole owners will attempt to impose
surcharges on cable operators for the provision of new Internet-based products
and services. There are, however, additional utility pole owner challenges to
the federal pole attachment formula and other areas of pole regulation pending
in the courts which, if successful, could complicate our operations and increase
our costs. In addition, to the extent we offer telecommunications services, such
an offering will subject pole attachments to increased rates under the federal
formula.

WE MAY BE REQUIRED TO PROVIDE ACCESS TO OUR NETWORKS TO OTHER INTERNET SERVICE
PROVIDERS. THIS COULD ADVERSELY AFFECT THE UPGRADE OF OUR SYSTEMS OR OUR ABILITY
TO PROVIDE NEW PRODUCTS AND SERVICES.

A number of companies, including telephone companies and Internet service
providers (ISPs), have requested local authorities and the Federal
Communications Commission to require cable operators to provide access to
cable's broadband infrastructure, which allows cable to deliver a multitude of
channels and/or services, so that these companies may deliver Internet services
directly to customers over cable facilities. Multiple federal courts have struck
down "open-access"

requirements imposed by a variety of franchising authorities as unlawful. Each
of these decisions struck down the "open-access" requirements on different legal
grounds. In March 2002, the Federal Communications Commission ruled that cable
modem service is an interstate information service, rather than a cable or
telecommunications service. This classification should leave cable modem service
exempt from the burdens associated with traditional cable and telecommunications
regulations, including any open-access requirement. This ruling, however, is
still subject to judicial review, and the Federal Communications Commission
itself has initiated a rulemaking proceeding to consider whether some form of
open-access requirement could be imposed in the future, notwithstanding the
regulatory classification of cable modem service.

We believe that allocating a portion of our bandwidth capacity to other
Internet service providers:

- would impair our ability to use our bandwidth in ways that would generate
maximum revenues; and

- may cause us to decide not to upgrade our systems, which would prevent us
from introducing our planned new products and services.

In addition, we cannot assure you that if we were required to provide
access in this manner, it would not have a significant adverse impact on our
profitability. This could impact us in many ways, including by:

- reducing our ability to offer products and services as a result of
decreased capacity;

- increasing the expenses we incur to maintain our systems; and/or

- increasing the expense of upgrading and/or expanding our systems.

OUR CABLE SYSTEMS ARE OPERATED UNDER FRANCHISES THAT ARE SUBJECT TO NON-RENEWAL
OR TERMINATION. THE FAILURE TO RENEW A FRANCHISE COULD ADVERSELY AFFECT OUR
BUSINESS IN A KEY MARKET.

Our cable systems generally operate pursuant to franchises, permits or
licenses granted by a municipality or other state or local government
controlling the public rights-of-way. Many franchises establish comprehensive
facilities and service requirements, as well as specific customer service
standards and monetary penalties for non-compliance. In many cases, franchises
are terminable if the franchisee fails to comply with significant provisions set
forth in the franchise agreement governing system operations. Franchises are
generally granted for fixed terms and must be periodically renewed. Local
franchising authorities may resist granting a renewal if either past performance
or the prospective operating proposal is considered inadequate. Franchise
authorities often demand concessions or other commitments as a condition to
renewal. In some instances, franchises have not been renewed at expiration, and
we have operated under either temporary operating agreements or without a
license while negotiating renewal terms with the local franchising authorities.

We cannot assure you that we will be able to comply with all significant
provisions of our franchise agreements. Additionally, although historically we
have renewed our franchises without incurring significant costs, we cannot
assure you that we will be able to renew, or to renew as favorably, our
franchises in the future. A termination of and/or a sustained failure to renew a
franchise could adversely affect our business in the affected geographic area.

CHANGES IN CHANNEL CARRIAGE REGULATIONS COULD IMPOSE SIGNIFICANT ADDITIONAL
COSTS ON US.

Cable operators also face significant regulation of their channel carriage.
They currently can be required to devote substantial capacity to the carriage of
programming that they would not carry voluntarily, including certain local
broadcast signals, local public, educational and government access

programming, and unaffiliated commercial leased access programming. This
carriage burden could increase in the future, particularly if the Federal
Communications Commission were to require cable systems to carry both the analog
and digital versions of local broadcast signals. The Federal Communications
Commission currently is conducting a proceeding in which it is considering this
channel usage possibility, although it recently issued a tentative decision
against such dual carriage.

WE OPERATE OUR CABLE SYSTEMS UNDER FRANCHISES THAT ARE NON-EXCLUSIVE. LOCAL
FRANCHISING AUTHORITIES CAN GRANT ADDITIONAL FRANCHISES AND CREATE COMPETITION
IN MARKET AREAS WHERE NONE EXISTED PREVIOUSLY.

Our cable systems are operated under franchises granted by local
franchising authorities. These franchises are non-exclusive. Consequently, local
franchising authorities can grant additional franchises to competitors in the
same geographic area. As a result, competing operators may build systems in
areas in which we hold franchises. In some cases municipal utilities may legally
compete with us without obtaining a franchise from the local franchising
authority. The existence of more than one cable system operating in the same
territory is referred to as an overbuild. These overbuilds could adversely
affect our growth, financial condition and results of operations by increasing
competition or creating competition. As of December 31, 2001, we are aware of
overbuild situations impacting approximately 3.5% of our total basic customers,
and potential overbuild situations in areas servicing approximately 4.6% of our
total basic customers, together representing a total of approximately 8.1% of
our basic customers. Additional overbuild situations may occur in other systems.

LOCAL FRANCHISE AUTHORITIES HAVE THE ABILITY TO IMPOSE ADDITIONAL REGULATORY
CONSTRAINTS ON OUR BUSINESS. THIS COULD FURTHER INCREASE OUR EXPENSES.

In addition to the franchise document, cable authorities in some
jurisdictions have adopted cable regulatory ordinances that further regulate the
operation of cable systems. This additional regulation increases our expenses in
operating our business. We cannot assure you that the local franchising
authorities will not impose new and more restrictive requirements. Local
franchising authorities also have the power to reduce rates and order refunds on
the rates charged for basic services. For the year ended December 31, 2001, we
have refunded approximately $500,000.

DESPITE DEREGULATION OF EXPANDED BASIC CABLE PROGRAMMING PACKAGES, WE ARE
CONCERNED THAT CABLE RATE INCREASES COULD GIVE RISE TO FURTHER REGULATION. THIS
COULD CAUSE US TO DELAY OR CANCEL SERVICE OR PROGRAMMING ENHANCEMENTS OR IMPAIR
OUR ABILITY TO RAISE RATES TO COVER OUR INCREASING COSTS.

On March 31, 1999, the pricing of expanded basic cable programming packages
was deregulated, permitting cable operators to set their own rates. This
deregulation was not applicable to basic services. However, the Federal
Communications Commission and the United States Congress continue to be
concerned that cable rate increases are exceeding inflation. It is possible that
either the Federal Communications Commission or the United States Congress will
again restrict the ability of cable system operators to implement rate
increases. Should this occur, it would impede our ability to raise our rates. If
we are unable to raise our rates in response to increasing costs, our financial
condition and results of operations could be materially adversely affected.

OFFERING TELECOMMUNICATIONS SERVICE WILL SUBJECT US TO ADDITIONAL REGULATORY
BURDENS CAUSING US TO INCUR ADDITIONAL COSTS.

In 2002, we began to offer telephony on a limited basis through our
broadband network using switch technology and will continue with trials of our
voice-over Internet protocol telephony. Offering telecommunications services
will require us to obtain federal, state and local licenses or other
authorizations. We may not be able to obtain such authorizations in a timely
manner, or at all, and

conditions could be imposed upon such licenses or authorizations that may not be
favorable to us. Furthermore, telecommunications companies, including Internet
protocol telephony companies, generally are subject to significant regulation as
well as higher fees for pole attachments. Internet protocol telephony companies
are companies that have the ability to offer telecommunications services over
the Internet. Pole attachments are cable wires that are attached to poles.

In particular, cable operators who provide telecommunications services and
cannot reach agreement with local utilities over pole attachment rates in states
that do not regulate pole attachment rates will be subject to a methodology
prescribed by the Federal Communications Commission for determining the rates.
These rates may be higher than those paid by cable operators that do not provide
telecommunications services. The rate increases are being phased in over a five-
year period that began on February 8, 2001. If we become subject to
telecommunications regulation or higher pole attachment rates, we may incur
additional costs, which might be material to our business.

THE NOTES

THERE CURRENTLY EXISTS NO PUBLIC MARKET FOR THE NOTES. WE CANNOT ASSURE YOU OF
THE LIQUIDITY OF THE TRADING MARKET FOR THE NOTES OR THAT AN ACTIVE TRADING
MARKET WILL DEVELOP FOR THE NOTES.

The notes will be new securities for which there is currently no public
market. We do not intend to list the notes on any securities exchange or
quotation system. We cannot assure you that an active trading market will
develop for the notes, including the eight-year senior notes due in 2009 and the
ten-year senior notes due in 2010, which are treated as a single class with the
May 2001 eight-year senior notes and the May 2001 ten-year senior notes,
respectively, under the indentures. If a trading market for the notes does not
already exist, develop, become or remain sufficiently active, you may experience
difficulty in reselling the notes, or you may be unable to sell them at all. In
addition, if a trading market does exist or develop for the notes, the liquidity
of the trading market, and the market price quoted for the notes may be
adversely affected by changes in the overall market for high yield securities
generally or the interest of securities dealers in making a market in the notes
and by changes in our financial performance or prospects or in the prospects for
companies in our industry generally.

IF YOU DO NOT EXCHANGE YOUR ORIGINAL NOTES FOR NEW NOTES, YOU WILL CONTINUE TO
HAVE RESTRICTIONS ON YOUR ABILITY TO RESELL THEM.

The original notes were not registered under the Securities Act of 1933 or
under the securities laws of any state and may not be resold, offered for resale
or otherwise transferred unless they are subsequently registered or resold
pursuant to an exemption from the registration requirements of the Securities
Act of 1933 and applicable state securities laws. If you do not exchange your
original notes for new notes pursuant to the exchange offer, you will not be
able to resell, offer to resell or otherwise transfer the original notes unless
they are registered under the Securities Act of 1933 or unless you resell them,
offer to resell them or otherwise transfer them under an exemption from the
registration requirements of, or in a transaction not subject to, the Securities
Act of 1933. In addition, we will no longer be under an obligation to register
the original notes under the Securities Act of 1933 except in the limited
circumstances provided in the registration rights agreement. In addition, to the
extent that original notes are tendered for exchange and accepted in the
exchange offer, the trading market for the untendered and tendered but
unaccepted original notes could be adversely affected.

WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO FULFILL OUR
OBLIGATIONS UNDER THE NOTES FOLLOWING A CHANGE OF CONTROL. THIS WOULD PLACE US
IN DEFAULT UNDER THE INDENTURES GOVERNING THE NOTES.

Under the indentures governing our public notes, upon the occurrence of
specified change of control events, including certain specified dispositions of
stock of Charter Communications, Inc. by Mr. Allen, we will be required to offer
to repurchase all outstanding notes, including the notes. However, we may not
have sufficient funds at the time of the change of control event to make the
required repurchase of our notes, including the notes, and our subsidiaries are
limited in their ability to make distributions or other payments to us to fund
any required repurchase. In addition, a change of control under our
subsidiaries' credit facilities and the indentures governing their notes would
require the repayment of borrowings under those credit facilities and
indentures. Because our subsidiaries' credit facilities and publicly-held debt
are obligations of our subsidiaries, such credit facilities and debt would have
to be repaid by our subsidiaries before their assets could be available to
Charter Holdings to repurchase the notes. Our failure to make or complete an
offer to repurchase the notes and our other public notes would place us in
default under the indentures governing the notes and our other public notes. The
failure of our subsidiaries to make or complete a change of control offer or to
repay the amounts outstanding under their credit facilities would place us in
default under the indentures governing our notes and our subsidiaries in default
under the indentures governing their public notes and their credit facilities.
You should also be aware that a number of important corporate events, such as
leveraged recapitalizations, that would increase the level of our indebtedness
would not constitute a change of control under the indentures governing the
notes.

IF WE DO NOT FULFILL OUR OBLIGATIONS TO YOU UNDER THE NOTES, YOU WILL NOT HAVE
ANY RECOURSE AGAINST CHARTER COMMUNICATIONS, INC., CHARTER COMMUNICATIONS
HOLDING COMPANY, MR. ALLEN OR THEIR AFFILIATES.

The notes will be issued solely by Charter Holdings and Charter
Communications Holdings Capital Corporation. None of our equity holders,
directors, officers, employees or affiliates, including Charter Communications,
Inc. and Mr. Allen, will be an obligor or guarantor under the notes.
Furthermore, the indentures governing the notes expressly provide that these
parties will not have any liability for our obligations under the notes or the
indentures governing the notes. By accepting the notes, you waive and release
all such liability as consideration for issuance of the notes. Consequently, if
the issuers do not fulfill their obligations to you under the notes, you will
have no recourse against any of these parties.

Additionally, our equity holders, including Charter Communications, Inc.
and Mr. Allen, will be free to manage other entities, including other cable
companies. If we do not fulfill our obligations to you under the notes, you will
have no recourse against those other entities or their assets.

THE SENIOR DISCOUNT NOTES WILL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT.
CONSEQUENTLY, HOLDERS OF THE SENIOR DISCOUNT NOTES WILL GENERALLY BE REQUIRED TO
INCLUDE AMOUNTS IN GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES IN ADVANCE OF
RECEIVING CASH.

The senior discount notes will be issued at a substantial discount from
their stated principal amount. As a result, purchasers of the senior discount
notes generally will be required to include the accrued portion of this discount
in gross income, as interest, for United States federal income tax purposes in
advance of the receipt of cash payments of this interest.

IF A BANKRUPTCY PETITION WERE FILED BY OR AGAINST US, YOU MAY RECEIVE A LESSER
AMOUNT FOR YOUR CLAIM THAN YOU WOULD BE ENTITLED TO RECEIVE UNDER THE INDENTURE
GOVERNING THE SENIOR DISCOUNT NOTES, AND YOU MAY REALIZE TAXABLE GAIN OR LOSS
UPON PAYMENT OF YOUR CLAIM.

If a bankruptcy petition were filed by or against us under the U.S.
Bankruptcy Code after the issuance of the senior discount notes, the claim by a
holder of the senior discount notes for the principal amount of the senior
discount notes may be limited to an amount equal to the sum of:

(1) the initial offering price for the senior discount notes; and

(2) that portion of the original issue discount that does not
constitute "unmatured interest" for purposes of the U.S. Bankruptcy Code.

Any original issue discount that was not amortized as of the date of the
bankruptcy filing would constitute unmatured interest. Accordingly, holders of
senior discount notes under these circumstances may receive a lesser amount than
they would be entitled to receive under the terms of the indenture governing the
senior discount notes, even if sufficient funds are available. In addition, to
the extent that the U.S. Bankruptcy Code differs from the Internal Revenue Code
in determining the method of amortization of original issue discount, a holder
of senior discount notes may realize taxable gain or loss upon payment of that
holder's claim in bankruptcy.

FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended, regarding, among other things, our plans,
strategies and prospects, both business and financial. Although we believe that
our plans, intentions and expectations reflected in or suggested by these
forward-looking statements are reasonable, we cannot assure you that we will
achieve or realize these plans, intentions or expectations. Forward-looking
statements are inherently subject to risks, uncertainties and assumptions. Many
of the forward-looking statements contained in this prospectus may be identified
by the use of forward-looking words such as "believe," "expect," "anticipate,"
"should," "planned," "will," "may," "intend," "estimated" and "potential," among
others. Important factors that could cause actual results to differ materially
from the forward-looking statements we make in this prospectus are set forth in
this prospectus and in reports or documents that we file from time to time with
the United States Securities and Exchange Commission or the SEC, and include,
but are not limited to:

- our plans to achieve growth by offering advanced products and services;

- our anticipated capital expenditures for our upgrades and new equipment
and facilities;

- our ability to fund capital expenditures and any future acquisitions;

- the effects of governmental regulation on our business;

- our ability to compete effectively in a highly competitive and changing
environment;

- our ability to obtain programming as needed and at a reasonable price;
and

- general business and economic conditions, particularly in light of the
uncertainty stemming from recent terrorist activities in the United
States and the armed conflict abroad.

All forward-looking statements attributable to us or a person acting on our
behalf are expressly qualified in their entirety by this cautionary statement.
We are under no obligation to update any of the forward-looking statements after
the date of this prospectus to conform these statements to actual results or to
changes in our expectations.

USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the
registration rights agreements. We will not receive any proceeds from the
exchange offer. You will receive, in exchange for the original notes tendered by
you and accepted by us in the exchange offer, new notes in the same principal
amount. The original notes surrendered in exchange for the new notes will be
retired and will not result in any increase in our outstanding debt. Any
surrendered-but-unaccepted notes will be returned to you and will remain
outstanding.

CAPITALIZATION

The following table sets forth as of December 31, 2001, on a consolidated
basis:

- the actual capitalization of Charter Holdings;

- the pro forma capitalization of Charter Holdings to reflect the High
Speed Access and the completed Enstar Limited Partnership transactions;
and

- the capitalization of Charter Holdings, pro forma as adjusted, to
reflect:

(1) the issuance and sale of the original notes as described in this
prospectus; and

(2) the repayment of a portion of the amounts outstanding as of
December 31, 2001 under the revolving credit facilities of our
subsidiaries.

This table should be read in conjunction with the "Unaudited Pro Forma
Financial Statements" included elsewhere in this prospectus.

AS OF DECEMBER 31, 2001
------------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
----------- ----------- -----------
(DOLLARS IN THOUSANDS)

LONG-TERM DEBT:
Credit facilities(a)......................... $ 6,710,000 $ 6,849,584 $ 5,966,762
Charter Holdings notes(b).................... 7,999,202 7,999,202 7,999,202
9.625% senior notes due 2009................. -- -- 347,554
10.000% senior notes due 2011................ -- -- 297,687
12.125% senior discount notes due 2012....... -- -- 249,719
Other notes(c)............................... 251,171 251,171 251,171
----------- ----------- -----------
Total long-term debt...................... 14,960,373 15,099,957 15,112,095
----------- ----------- -----------
Minority interest(d)........................... 676,028 676,028 676,028
----------- ----------- -----------
Member's equity................................ 7,283,685 7,283,685 7,283,685
----------- ----------- -----------
Total capitalization...................... $22,920,086 $23,059,670 $23,071,808
=========== =========== ===========

- -------------------------

(a) Represents the following credit facilities:

Charter Operating......................... $ 4,145,000 $ 4,284,584 $ 3,681,762
CC VI Operating........................... 901,000 901,000 825,000
CC VII.................................... 582,000 582,000 485,000
CC VIII Operating......................... 1,082,000 1,082,000 975,000
----------- ----------- -----------
$ 6,710,000 $ 6,849,584 $ 5,966,762
=========== =========== ===========

As of December 31, 2001, the total amount outstanding under these credit
facilities was $6.7 billion, and there was $2.3 billion available for borrowings
under these facilities. After giving effect to the amendment of the Charter
Operating and CC VIII Operating credit facilities in January 2002, we would have
had $2.6 billion available for borrowings under these facilities as of December
31, 2001.

(b) Represents the following Charter Holdings
notes:
March 1999 notes:
8.250% senior notes due 2007................ $ 598,957
8.625% senior notes due 2009................ 1,496,702
9.920% senior discount notes due 2011....... 1,186,726
January 2000 notes:
10.000% senior notes due 2009............... 675,000
10.250% senior notes due 2010............... 325,000
11.750% senior discount notes due 2010...... 376,073
January 2001 notes:
10.750% senior notes due 2009............... 899,307
11.125% senior notes due 2011............... 500,000
13.500% senior discount notes due 2011...... 398,308
May 2001 notes:
9.625% senior notes due 2009................ 350,000
10.000% senior notes due 2011............... 575,000
11.750% senior discount notes due 2011...... 618,129
----------
$7,999,202
==========
(c) Primarily represents outstanding public notes of our Renaissance and
Avalon subsidiaries. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Financing Activities"
and "Description of Certain Indebtedness -- Existing Public Debt.
(d) Minority interest consists of preferred membership units in an indirect
subsidiary of Charter Holdings issued to certain Bresnan sellers, which
are exchangeable on a one-for-one basis for shares of Class A common
stock of Charter Communications, Inc.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The following Unaudited Pro Forma Financial Statements of Charter Holdings
are based on the historical financial statements of Charter Holdings.

The balance sheet is adjusted on a pro forma basis to reflect the following
transactions as if they had occurred on December 31, 2001:

(1) the High Speed Access and the completed Enstar Limited Partnership
transactions; and

(2) the issuance and sale of the original notes and the application of the
net proceeds therefrom to repay a portion of the amounts outstanding
under the revolving credit facilities of our subsidiaries.

The statements of operations are adjusted on a pro forma basis to
illustrate the estimated effects of the following transactions as if they had
occurred on January 1, 2001:

(1) The AT&T, High Speed Access and the completed Enstar Limited
Partnership transactions;

(2) the issuance and sale of the May 2001 Charter Holdings notes and the
application of the net proceeds therefrom to repay amounts outstanding
under the Charter Operating, CC VI Operating, CC VII and the CC VIII
Operating revolving credit facilities;

(3) an equity contribution by Charter Communications Holding Company of
$1.6 billion of the net proceeds from the issuance and sale by Charter
Communication, Inc. of its May 2001 convertible senior notes and the
May 2001 issuance and sale by Charter Communications, Inc. of
60,247,350 shares of its Class A common stock; and

(4) the issuance and sale of the original notes and the application of the
net proceeds therefrom to repay a portion of the amounts outstanding
under the revolving credit facilities of our subsidiaries.

The impacts of the Cable USA transaction, the pending acquisition of Enstar
Income Program II-1, L.P.'s Illinois cable system, the amendment of the CC VII
(Falcon) credit facilities in September 2001 and the amendment of the Charter
Operating and CC VIII (Bresnan) credit facilities in January 2002 are not
presented in the Unaudited Pro Forma Statement of Operations because the effects
are not significant.

The Unaudited Pro Forma Financial Statements reflect the application of the
principles of purchase accounting in accordance with Accounting Principles Board
Opinions No. 16, Accounting for Business Combinations, to the transactions that
were completed prior to July 1, 2001, listed in item (1) above. Accordingly, the
Unaudited Pro Forma Financial Statements include adjustments to reflect
amortization of franchises for these transactions. Upon adoption of Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets
(SFAS 142), franchises will no longer be amortized. The Unaudited Pro Forma
Financial Statements reflect the application of accounting for goodwill and
other intangible assets in accordance with SFAS 142 to the transactions listed
in item (1), above, that were completed after June 30, 2001. As such, the
Unaudited Pro Forma Financial Statements do not include adjustments to reflect
amortization of franchises for these transactions. The impact of the adoption of
SFAS 142 is reflected in the Unaudited Pro Forma Statement of Operations for the
2002 acquisitions. The allocation of the purchase price related to the AT&T,
High Speed Access and the completed Enstar Limited Partnership transactions is
based, in part, on preliminary information, which is subject to adjustment upon
obtaining complete valuation information of intangible assets and is subject to
post-closing purchase price adjustments. We believe that the finalization of the
allocation of the purchase price will not have a material impact on the results
of operations or financial position of Charter Holdings.

The Unaudited Pro Forma Financial Statements of Charter Holdings do not
purport to be indicative of what our financial position or results of operations
actually would have been had the transactions described above been completed on
the dates indicated or to project our results of operations for any future
dates.

UNAUDITED PRO FORMA DATA
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2001
----------------------------------------------------------------------
CHARTER RECENT OFFERING
HOLDINGS TRANSACTIONS ADJUSTMENT
(NOTE A) (NOTE B) SUBTOTAL (NOTE C) TOTAL
-------------- ------------ ----------- ---------- -----------
(DOLLARS IN THOUSANDS, EXCEPT FOR AVERAGE)

STATEMENT OF OPERATIONS:
Revenues.............................................. $ 3,953,132 $170,773 $ 4,123,905 $ -- $ 4,123,905
----------- -------- ----------- -------- -----------
Operating expenses:
Operating, general and administrative............... 2,110,043 140,861 2,250,904 -- 2,250,904
Depreciation and amortization....................... 3,010,068 84,047 3,094,115 -- 3,094,115
Option compensation expense......................... (51,839) -- (51,839) -- (51,839)
Corporate expense charges........................... 56,930 9,556 66,486 -- 66,486
Special charges..................................... 17,629 -- 17,629 17,629
----------- -------- ----------- -------- -----------
Total operating expenses.......................... 5,142,831 234,464 5,377,295 -- 5,377,295
----------- -------- ----------- -------- -----------
Loss from operations.................................. (1,189,699) (63,691) (1,253,390) -- (1,253,390)
Interest expense...................................... (1,298,956) (10,289) (1,309,245) (42,846) (1,352,091)
Interest income....................................... 8,766 320 9,086 -- 9,086
Other expense......................................... (139,618) (478) (140,096) -- (140,096)
----------- -------- ----------- -------- -----------
Loss before minority interest expense................. (2,619,507) (74,138) (2,693,645) (42,846) (2,736,491)
Minority interest expense (Note D).................... (12,828) -- (12,828) -- (12,828)
----------- -------- ----------- -------- -----------
Net loss.............................................. $(2,632,335) $(74,138) $(2,706,473) $(42,846) $(2,749,319)
=========== ======== =========== ======== ===========
OTHER FINANCIAL DATA:
EBITDA (Note E)....................................... $ 1,680,751 $ 19,878 $ 1,700,629 $ 1,700,629
EBITDA margin (Note F)................................ 42.5% 11.6% 41.2% 41.2%
Adjusted EBITDA (Note G).............................. $ 1,843,089 $ 29,912 $ 1,873,001 $ 1,873,001
Cash flows from operating activities.................. 537,015 76,256 613,271 613,271
Cash flows from investing activities.................. (2,933,678) (45,869) (2,979,547) (2,979,547)
Cash flows from financing activities.................. 2,267,718 (29,044) 2,238,674 2,238,674
Capital expenditures.................................. 2,909,109 15,881 2,924,990 2,924,990
Cash interest expense................................. 965,862
Deficiency of earnings to cover fixed charges (Note
H).................................................. $ 2,749,319
OPERATING DATA (AT END OF PERIOD, EXCEPT FOR AVERAGE):
BASIC CABLE (ANALOG SIGNAL):
Homes passed (Note I)................................. 11,502,300 35,600 11,537,900 -- 11,537,900
Basic customers (Note J).............................. 6,953,700 21,600 6,975,300 -- 6,975,300
Penetration (Note K).................................. 60.5% 60.7% 60.5% -- 60.5%
DIGITAL CABLE:
Homes passed (Note I)................................. 10,638,300 -- 10,638,300 -- 10,638,300
Digital customers..................................... 2,144,800 -- 2,144,800 -- 2,144,800
Penetration (Note K).................................. 20.2% -- 20.2% -- 20.2%
CABLE MODEM HIGH-SPEED INTERNET ACCESS:
Homes passed (Note I)................................. 7,560,600 -- 7,560,600 -- 7,560,600
Cable modem customers................................. 607,700 -- 607,700 -- 607,700
Penetration (Note K).................................. 8.0% -- 8.0% -- 8.0%
INTERACTIVE TELEVISION (WINK):
Homes passed (Note I)................................. 3,419,900 -- 3,419,900 -- 3,419,900
Interactive TV customers.............................. 679,100 -- 679,100 -- 679,100
Penetration (Note K).................................. 19.9% -- 19.9% -- 19.9%
Average monthly revenue per basic customer (Note L)... $ 49.27

NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

NOTE A: Pro forma operating results for Charter Holdings consist of the
following (dollars in thousands):

HISTORICAL
FOR THE YEAR ENDED PRO FORMA
DECEMBER 31, 2001 ADJUSTMENTS TOTAL
------------------ ----------- -----------

Revenues.................................................. $ 3,953,132 $ -- $ 3,953,132
----------- -------- -----------
Operating expenses:
Operating, general and administrative................... 2,110,043 -- 2,110,043
Depreciation and amortization........................... 3,010,068 -- 3,010,068
Option compensation expense............................. (51,839) -- (51,839)
Corporate expense charges............................... 56,930 -- 56,930
Special charges......................................... 17,629 -- 17,629
----------- -------- -----------
Total operating expenses......................... 5,142,831 -- 5,142,831
----------- -------- -----------
Loss from operations...................................... (1,189,699) -- (1,189,699)
Interest expense.......................................... (1,260,396) (38,560)(a) (1,298,956)
Interest income........................................... 8,766 -- 8,766
Other expense............................................. (139,618) -- (139,618)
----------- -------- -----------
Loss before minority interest expense..................... (2,580,947) (38,560) (2,619,507)
Minority interest expense................................. (12,828) -- (12,828)
----------- -------- -----------
Net loss.................................................. $(2,593,775) $(38,560) $(2,632,335)
=========== ======== ===========

- -------------------------
(a) Represents approximately $38.6 million in additional interest expense
relating to the issuance and sale by Charter Holdings of its May 2001 notes
and the application of a portion of the proceeds to repay all of the amounts
outstanding under the Charter Operating, CC VI Operating, CC VII, and CC
VIII Operating revolving credit facilities. The additional interest expense
consists of the following (dollars in millions):

$350.0 million of 9.625% senior notes due 2009.............. $ 12.6
$575.0 million of 10.000% senior notes due 2011............. 21.6
$1.0 billion of 11.750% senior discount notes due 2011...... 26.1
Amortization of debt issuance costs......................... 1.2
------
Total pro forma interest expense........................ 61.5
Less -- Interest expense on debt repaid................. (22.9)
------
Adjustment......................................... $ 38.6
======

An increase in the interest rate of 0.125% on all variable rate debt would
result in an increase in interest expense of $7.5 million.

NOTE B: Pro forma operating results for the recent transactions consist of
the following (dollars in thousands):

YEAR ENDED DECEMBER 31, 2001
-----------------------------------------------------------------
RECENT TRANSACTIONS -- HISTORICAL
-----------------------------------------------------------------
HIGH SPEED
AT&T ACCESS ENSTAR
TRANSACTIONS(A) TRANSACTION(B) TRANSACTIONS(C) TOTAL
--------------- --------------- --------------- --------

STATEMENT OF OPERATIONS:
Revenues.................................... $163,681 $ -- $9,139 $172,820
-------- -------- ------ --------
Operating expenses:
Operating, general and administrative..... 105,483 30,677 5,596 141,756
Depreciation and amortization............. 49,359 9,799 1,526 60,684
Corporate expense charges................. 9,555 -- 1 9,556
-------- -------- ------ --------
Total operating expenses........... 164,397 40,476 7,123 211,996
-------- -------- ------ --------
Income (loss) from operations............... (716) (40,476) 2,016 (39,176)
Interest expense............................ (17) (942) (6) (965)
Interest income............................. -- -- 320 320
Other expense............................... (486) -- 8 (478)
-------- -------- ------ --------
Net income (loss)........................... $ (1,219) $(41,418) $2,338 $(40,299)
======== ======== ====== ========

YEAR ENDED DECEMBER 31, 2001
--------------------------------------------------------
2001 DISPOSITIONS -- PRO FORMA
--------------------------------------------------------
HISTORICAL DISPOSITIONS(D) ADJUSTMENTS TOTAL
---------- --------------- ----------- --------

STATEMENT OF OPERATIONS:
Revenues........................................... $172,820 $(2,047) $ -- $170,773
-------- ------- -------- --------
Operating expenses:
Operating, general and administrative............ 141,756 (895) -- 140,861
Depreciation and amortization.................... 60,684 (815) 24,178(e) 84,047
Corporate expense charges........................ 9,556 -- -- 9,556
-------- ------- -------- --------
Total operating expenses.................. 211,996 (1,710) 24,178 234,464
-------- ------- -------- --------
Loss from operations............................... (39,176) (337) (24,178) (63,691)
Interest expense................................... (965) -- (9,324)(f) (10,289)
Interest income.................................... 320 -- -- 320
Other expense...................................... (478) -- -- (478)
-------- ------- -------- --------
Net Loss........................................... $(40,299) $ (337) $(33,502) $(74,138)
======== ======= ======== ========

(a) Represents the results of operations of the systems acquired in the AT&T
transactions for the six months ended June 30, 2001, the date of
acquisition.

(b) Represents the results of operations of the assets acquired in the High
Speed Access transaction for the twelve months ended December 31, 2001.

(c) Represents the results of operations of the systems acquired in the
completed Enstar Limited Partnership transactions for the twelve months
ended December 31, 2001.

(d) Represents the results of operations of the Charter system transferred to
AT&T in the AT&T transactions for the six months ended June 30, 2001, the
date of disposition. No material gain or loss occurred on the disposition
as the system was recently acquired and recorded at fair value at that
time.

(e) Represents additional depreciation and amortization as a result of the AT&T
transactions and additional depreciation as a result of the High Speed
Access and the completed Enstar Limited Partnership transactions. A large
portion of the purchase price of the AT&T transactions was allocated to
franchises ($1.3 billion) that are amortized over 15 years. A large portion
of the purchase prices of the High Speed Access and the completed Enstar
Limited Partnership transactions were allocated to goodwill and franchises
that, in accordance with SFAS 142, are not being amortized. The adjustment
to depreciation and amortization expense consists of the following (dollars
in millions):

WEIGHTED AVERAGE DEPRECIATION/
FAIR VALUE USEFUL LIFE AMORTIZATION
---------- ---------------- -------------

Franchises......................................... $1,342.8 15 $44.8
Cable distribution systems......................... 419.0 7 34.9
Buildings and equipment............................ 42.7 7 5.2
-----
Total depreciation and amortization............ 84.9
Less -- historical depreciation and
amortization................................. (60.7)
-----
Adjustment................................ $24.2
=====

(f) Reflects an additional $9.3 million of interest expense on $139.6 million
in borrowings on the Charter Operating credit facilities at a composite
current rate of 6.7%, which was used to finance the High Speed Access and
the completed Enstar Limited Partnership transactions.

NOTE C: The offering adjustment of approximately $42.8 million in
additional interest expense consists of the following (dollars in millions):

9.625% senior notes due 2009................................ $ 33.7
10.000% senior notes due 2011............................... 30.0
12.125% senior discount notes 2012.......................... 35.3
Amortization of debt issuance costs......................... 2.6
------
Total pro forma interest expense........................ 101.6
Less -- Interest expense on debt repaid................. (58.8)
------
Adjustment......................................... $ 42.8
======

NOTE D: Represents 2% accretion of the preferred membership units in an
indirect subsidiary of Charter Holdings issued to certain Bresnan sellers.

NOTE E: EBITDA represents earnings (loss) before interest, depreciation
and amortization, and minority interest expense. EBITDA is presented because it
is a widely accepted financial indicator of a cable company's ability to service
indebtedness. However, EBITDA should not be considered as an alternative to
income from operations or to cash flows from operating, investing or financing
activities, as determined in accordance with generally accepted accounting
principles. EBITDA should also not be construed as an indication of a company's
operating performance or as a measure of liquidity. In addition, because EBITDA
is not calculated identically by all companies, the presentation here may not be
comparable to other similarly titled measures of other companies. Management's
discretionary use of funds depicted by EBITDA may be limited by working capital,
debt service and capital expenditure requirements and by restrictions related to
legal requirements, commitments and uncertainties.

NOTE F: EBITDA margin represents EBITDA as a percentage of revenues.

NOTE G: Adjusted EBITDA means EBITDA before option compensation expense,
corporate expense charges, special charges and other expense. Adjusted EBITDA is
presented because it is a widely accepted indicator of a cable company's ability
to service indebtedness. However, adjusted EBITDA should not be considered as an
alternative to income from operations or to cash flows from operating, investing
or financing activities, as determined in accordance with generally accepted
accounting principles. Adjusted EBITDA also should not be construed as an
indication of a company's operating performance or as a measure of liquidity. In
addition, because adjusted EBITDA is not calculated identically by all
companies, the presentation here may not be comparable to other similarly titled
measures of other companies. Management's discretionary use of funds depicted by
adjusted EBITDA may be limited by working capital, debt service and capital
expenditure requirements and by restrictions related to legal requirements,
commitments and uncertainties.

NOTE H: Earnings include net income (loss) plus fixed charges. Fixed
charges consist of interest expense and an estimated interest component of rent
expense.

NOTE I: Homes passed are the number of living units, such as single
residence homes, apartments and condominium units, passed by the cable
television distribution network in a given cable system service area to which we
offer the named service.

NOTE J: Basic customers are customers who receive basic cable service. All
of our customers, including those receiving digital or advanced services,
receive basic cable services.

NOTE K: Penetration represents customers as a percentage of homes passed.

NOTE L: Average monthly revenue per basic customer represents revenues
divided by twelve divided by the number of basic customers at December 31, 2001.

UNAUDITED PRO FORMA BALANCE SHEET AS OF DECEMBER 31, 2001
-------------------------------------------------------------------
CHARTER RECENT OFFERING
HOLDINGS TRANSACTIONS ADJUSTMENT
(NOTE A) (NOTE B) SUBTOTAL (NOTE C) TOTAL
----------- ------------ ----------- ---------- -----------

ASSETS
Cash and cash equivalents.................. $ 1,674 $ -- $ 1,674 $ -- $ 1,674
Accounts receivable, net................... 273,564 1,091 274,655 -- 274,655
Prepaid expenses and other................. 84,219 1,497 85,716 -- 85,716
----------- -------- ----------- ------- -----------
Total current assets................... 359,457 2,588 362,045 -- 362,045
Property, plant and equipment.............. 6,956,777 32,410 6,989,187 -- 6,989,187
Franchises................................. 17,138,774 36,924 17,175,698 -- 17,175,698
Other assets............................... 267,919 71,253 339,172 21,527 360,699
----------- -------- ----------- ------- -----------
Total assets........................... $24,722,927 $143,175 $24,866,102 $21,527 $24,887,629
=========== ======== =========== ======= ===========

LIABILITIES AND MEMBER'S EQUITY
Accounts payable and
accrued expenses......................... $ 1,271,886 $ 3,591 $ 1,275,477 $ 9,389 $ 1,284,866
Payables to related party.................. 189,000 -- 189,000 189,000
----------- -------- ----------- ------- -----------
Total current liabilities.............. 1,460,886 3,591 1,464,477 9,389 1,473,866
Long-term debt............................. 14,960,373 139,584 15,099,957 12,138 15,112,095
Deferred management fees -- related
party.................................... 13,751 -- 13,751 -- 13,751
Other long-term liabilities................ 328,204 -- 328,204 -- 328,204
Minority interest.......................... 676,028 -- 676,028 -- 676,028
Member's equity............................ 7,283,685 -- 7,283,685 -- 7,283,685
----------- -------- ----------- ------- -----------
Total liabilities and
member's equity...................... $24,722,927 $143,175 $24,866,102 $21,527 $24,887,629
=========== ======== =========== ======= ===========

NOTES TO THE UNAUDITED PRO FORMA BALANCE SHEET

NOTE A: The balance sheet for Charter Holdings represents historical data
at December 31, 2001.

NOTE B: The pro forma balance sheet for our recent transactions consists
of the following (dollars in thousands):

AS OF DECEMBER 31, 2001
--------------------------------------------------------------
HIGH SPEED ACCESS ENSTAR
TRANSACTION(A) TRANSACTIONS(B) ADJUSTMENTS TOTAL
----------------- --------------- ----------- --------

ASSETS
Accounts receivable, net....................... $ 808 $ 283 $ -- $ 1,091
Receivable from related party.................. 4,541 -- (4,541)(c) --
Prepaid expenses and other..................... 1,474 23 -- 1,497
------- ------- -------- --------
Total current assets.................. 6,823 306 (4,541) 2,588
Property, plant and equipment.................. 22,808 9,602 -- 32,410
Franchises..................................... -- 207 36,717(d) 36,924
Other assets................................... -- 1,461 69,792(d) 71,253
------- ------- -------- --------
Total assets.......................... $29,631 $11,576 $101,968 $143,175
======= ======= ======== ========
LIABILITIES AND MEMBER'S EQUITY
Accounts payable and accrued expenses.......... $ 3,591 $ -- $ -- $ 3,591
Payables to related party...................... 944 -- (944)(c) --
------- ------- -------- --------
Total current liabilities............. 4,535 -- (944) 3,591
Long-term debt................................. -- -- 139,584(e) 139,584
Member's equity................................ 25,096 11,576 (36,672)(f) --
------- ------- -------- --------
Total liabilities and member's
equity.............................. $29,631 $11,576 $101,968 $143,175
======= ======= ======== ========

- -------------------------

(a) Represents the assets and liabilities of the systems acquired in the High
Speed Access transaction.
(b) Represents the assets and liabilities of the systems acquired in the
completed Enstar Limited Partnership transactions.
(c) Represents the elimination of receivables and payables due to Charter
Holdings or retained by the seller.
(d) Substantial amounts of the purchase prices have been allocated to franchises
and goodwill (included in other assets) based on estimated fair values. This
results in an allocation of purchase prices as follows (dollars in
thousands):

RECENT
TRANSACTIONS
-----------------

Working capital............................................. $ (1,003)
Property, plant, and equipment.............................. 32,410
Franchises.................................................. 36,924
Other....................................................... 71,253
--------
$139,584

(e) Represents $139.6 million additional borrowings under the Charter Operating
credit facility to finance the High Speed Access and the completed Enstar
Limited Partnership transactions.
(f) Represents the elimination of $36.7 million of historical equity.

NOTE C: Offering adjustment represents additional long-term debt that
consists of the following (dollars in millions):

9.625% senior notes due 2009................................ $347.6
10.000% senior notes due 2011............................... 297.7
12.125% senior discount notes due 2012...................... 249.7
------
Total pro forma long-term debt..................... 895.0
Less -- debt repaid......................................... (882.9)
------
Total pro forma adjustment......................... $ 12.1
======
Also represents a net increase to accounts payable and accrued
expenses to pay $9.4 million of accrued and unpaid interest and the
addition to other assets of $21.5 million of underwriting discounts
and commissions and expenses incurred in connection with the
issuance and sale of the original notes.

SELECTED HISTORICAL FINANCIAL DATA

The selected historical financial data below for the year ended December
31, 1997, for the periods from January 1, 1998 through December 23, 1998 and
from December 24, 1998 through December 31, 1998 and the years ended December
31, 1999, 2000 and 2001, respectively, are derived from the consolidated
financial statements of Charter Holdings. The consolidated balance sheets of
Charter Holdings and subsidiaries as of December 31, 2001 and 2000, and the
related consolidated statements of operations, changes in member's equity and
cash flows for each of the three years in the period ended December 31, 2001,
have been audited by Arthur Andersen LLP, independent public accountants. The
information presented below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the historical financial statements and related notes included elsewhere in this
prospectus.

CHARTER COMMUNICATIONS HOLDINGS, LLC
------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 12/24/98 1/1/98 YEAR ENDED
--------------------------------------- THROUGH THROUGH DECEMBER 31,
2001 2000 1999 12/31/98 12/23/98 1997
----------- ----------- ----------- ---------- -------- ------------
(DOLLARS IN THOUSANDS)

STATEMENT OF OPERATIONS DATA:
Revenues...................... $ 3,953,132 $ 3,249,222 $ 1,428,090 $ 13,713 $ 49,731 $18,867
----------- ----------- ----------- ---------- -------- -------
Operating Expenses:
Operating, general and
administrative............ 2,110,043 1,650,918 737,957 7,134 25,952 11,767
Depreciation and
amortization.............. 3,010,068 2,462,544 745,315 8,318 16,864 6,103
Option compensation
expense................... (51,839) 40,978 79,979 845 -- --
Corporate expenses.......... 56,930 55,243 51,428 473 6,176 566
Special charges............. 17,629 -- -- -- -- --
----------- ----------- ----------- ---------- -------- -------
Operating expenses........ 5,142,831 4,209,683 1,614,679 16,770 48,992 18,436
----------- ----------- ----------- ---------- -------- -------
Income (loss) from
operations.................. (1,189,699) (960,461) (186,589) (3,057) 739 431
Interest expense.............. (1,260,396) (1,065,236) (471,871) (2,353) (17,277) (5,120)
Interest income............... 8,766 6,679 18,821 133 44 41
Loss on equity investments.... (48,957) (10,963) -- -- -- --
Other income (expense)........ (90,661) (6,540) (245) -- (728) 25
----------- ----------- ----------- ---------- -------- -------
Loss before income taxes,
minority interest and
extraordinary item.......... (2,580,947) (2,036,521) (639,884) (5,277) (17,222) (4,623)
Income tax expense............ -- -- (1,030) -- -- --
----------- ----------- ----------- ---------- -------- -------
Loss before minority interest
and extraordinary item...... (2,580,947) (2,036,521) (640,914) (5,277) (17,222) (4,623)
Minority interest expense..... (12,828) (11,038) -- -- -- --
----------- ----------- ----------- ---------- -------- -------
Loss before extraordinary
item........................ (2,593,775) (2,047,559) (640,914) (5,277) (17,222) (4,623)
----------- ----------- ----------- ---------- -------- -------
Extraordinary item -- Loss on
early extinguishment of
debt........................ -- -- (7,794) -- -- --
----------- ----------- ----------- ---------- -------- -------
Net loss...................... $(2,593,775) $(2,047,559) $ (648,708) $ (5,277) $(17,222) $(4,623)
=========== =========== =========== ========== ======== =======
BALANCE SHEET DATA
(END OF PERIOD):
Total assets.................. $24,722,927 $22,982,177 $18,939,477 $4,335,527 $281,969 $55,811
Total debt.................... 14,960,373 12,310,455 8,936,455 2,002,206 274,698 41,500
Minority interest............. 676,028 640,526 -- -- -- --
Member's equity (deficit)..... 7,283,685 8,383,863 8,047,953 830 (8,397) (1,975)

Comparability of the above information from year to year is affected by
acquisitions and dispositions completed by us. See Note 3 to our consolidated
financial statements included with the registration statement on Form S-4, of
which this prospectus is a part.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Reference is made to the "Certain Trends and Uncertainties" section, below,
in this Management's Discussion and Analysis and to the "Risk Factors" section,
above, which describes important factors that could cause actual results to
differ from expectations and non-historical information contained herein. In
addition, the following discussion should be read in conjunction with the
audited consolidated balance sheets of Charter Holdings and subsidiaries as of
December 31, 2001 and 2000, and the related consolidated statements of
operations, changes in member's equity and cash flows for each of the three
years in the period ended December 31, 2001.

INTRODUCTION

Operating through our subsidiaries, we are the fourth largest operator of
cable systems in the United States. Through our broadband network of coaxial and
fiber optic cable, we provide video, data, interactive and private business
network services to approximately 7 million customers in 40 states. We seek to
be a market leader in the introduction and distribution of advanced products and
services. We currently offer advanced video and interactive services, as well as
high-speed Internet access data services. Using digital technology, we are able
to offer additional video channels to our standard, premium and pay-per-view
line-up, including programming of local interest, as well as digital music
services. In addition, we offer interactive video programming, including
video-on-demand, virtual interactive channels accessible on television through a
web-like screen, and an interactive program guide to access television program
listings by channel, time, date or programming type. In 2002, we expect to offer
several new advanced products and services in targeted markets, including an
advanced media center terminal that enables digital video recorder capability,
home networking and internet-access over the television; wireless home
networking; and an enhanced customized internet portal, with a customized
browser and charter.com e-mail. In 2002, we began to offer telephony on a
limited basis through our broadband network using circuit-based switch
technology and will continue with trials of our voice-over Internet protocol
telephony. Digital television and its related suite of interactive services, as
well as high-speed cable modem Internet access, provide additional value and
product differentiation, both to us and to our customers, and as a result, are
instrumental in solidifying the relationship with our customers.

We do not believe that our historical financial condition and results of
operations are accurate indicators of future results because of certain
significant past events. Those events include numerous mergers, acquisitions,
debt financing transactions and capital contributions over the last several
years.

ORGANIZATIONAL HISTORY

Prior to the acquisition of the Charter companies by Mr. Allen on December
23, 1998 and the merger of Marcus Holdings with and into Charter Holdings
effective April 7, 1999, the cable systems of the Charter and Marcus companies
were operated under four groups of companies. Three of these groups were
comprised of companies that were managed by Charter Investment and in which
Charter Investment had an ownership interest. The fourth group was comprised of
companies that were subsidiaries of Marcus Holdings which Charter Investment
began managing in October 1998.

THE CHARTER COMPANIES

Prior to the acquisition by Mr. Allen, the Charter companies were as
follows:

(1) Charter Communications Properties Holdings, LLC

Charter Communications Properties Holdings, LLC (CCPH) was a wholly owned
subsidiary of Charter Investment. The primary subsidiary of CCPH, which owned
the cable systems, was Charter

Communications Properties, LLC. On May 20, 1998, CCPH acquired certain cable
systems from Sonic Communications, Inc. for a total purchase price, net of cash
acquired, of $228.4 million, including $60.9 million of assumed debt. In
connection with Mr. Allen's acquisition on December 23, 1998, CCPH was merged
out of existence, and Charter Communications Properties became a direct, wholly
owned subsidiary of Charter Investment.

(2) CCA Group

The controlling interests in CCA Group were held by affiliates of Kelso &
Co., and Charter Investment had only a minority interest. Effective December 23,
1998, prior to Mr. Allen's acquisition, Charter Investment acquired from the
Kelso affiliates the interests the Kelso affiliates held in CCA Group. Later,
the operating companies comprising CCA Group became wholly owned subsidiaries of
Charter Investment.

(3) CharterComm Holdings, LLC

The controlling interests in CharterComm Holdings were held by affiliates
of Charterhouse Group International Inc., and Charter Investment had only a
minority interest. Effective December 23, 1998, prior to Mr. Allen's
acquisition, Charter Investment acquired from the Charterhouse Group affiliates
the interests the Charterhouse Group affiliates held in CharterComm Holdings.
Consequently, CharterComm Holdings became a wholly owned subsidiary of Charter
Investment.

The cable systems were owned by the various subsidiaries of CharterComm
Holdings. In connection with Mr. Allen's acquisition of us on December 23, 1998,
some of the non-operating subsidiaries, including CharterComm Holdings, were
merged out of existence.

The acquisition by Mr. Allen became effective on December 23, 1998, through
a series of transactions in which Mr. Allen acquired approximately 94% of the
equity interests of Charter Investment for an aggregate purchase price of $2.2
billion, excluding $2.0 billion in assumed debt. CCPH and the operating
companies that formerly comprised CCA Group and CharterComm Holdings were
contributed to Charter Operating subsequent to Mr. Allen's acquisition. CCPH is
deemed to be our predecessor. Consequently, the contribution of CCPH was
accounted for as a reorganization under common control. Accordingly, our results
of operations for periods prior to and including December 23, 1998 include the
accounts of CCPH. The contributions of the operating companies that formerly
comprised CCA Group and CharterComm Holdings were accounted for in accordance
with purchase accounting. Accordingly, our results of operations for periods
after December 23, 1998 include the accounts of CCPH, CCA Group and CharterComm
Holdings.

In February 1999, Charter Holdings was formed as a wholly owned subsidiary
of Charter Investment, and Charter Operating was formed as a wholly owned
subsidiary of Charter Holdings. All of Charter Investment's direct interests in
the entities described above were transferred to Charter Operating. All of the
prior management agreements were terminated, and a single new management
agreement was entered into between Charter Investment and Charter Operating to
cover all of the subsidiaries.

In May 1999, Charter Communications Holding Company was formed as a wholly
owned subsidiary of Charter Investment. All of Charter Investment's interests in
Charter Holdings were transferred to Charter Communications Holding Company.

In July 1999, Charter Communications, Inc. was formed as a wholly owned
subsidiary of Charter Investment.

In November 1999, Charter Communications, Inc. conducted its initial public
offering. In the initial public offering, substantially all of the equity
interests in Charter Communications, Inc. were sold to the public, and less than
1% of its equity interests were sold to Mr. Allen. Charter
42

Communications, Inc. contributed substantially all of the proceeds of its
initial public offering to Charter Communications Holding Company, which issued
membership units to Charter Communications, Inc. In November 1999, the
management agreement between Charter Investment and Charter Operating was
amended and assigned from Charter Investment to Charter Communications, Inc.
Also in November 1999, Charter Communications Holding Company sold membership
units to Vulcan Cable III.

THE MARCUS COMPANIES

In April 1998, Mr. Allen acquired approximately 99% of the non-voting
economic interests in Marcus Cable, and agreed to acquire the remaining
interests. The owner of the remaining partnership interests retained voting
control of Marcus Cable. In October 1998, Marcus Cable entered into a management
consulting agreement with Charter Investment, pursuant to which Charter
Investment provided management and consulting services to Marcus Cable and its
subsidiaries which own cable systems. This agreement placed the Marcus cable
systems under common management with the cable systems of the Charter companies
acquired by Mr. Allen in December 1998.

In March 1999, all of Mr. Allen's interests in Marcus Cable were
transferred to Marcus Holdings, a then newly-formed company. Later in March
1999, Mr. Allen acquired the remaining interests in Marcus Cable, including
voting control, which interests were transferred to Marcus Holdings. In April
1999, Mr. Allen merged Marcus Holdings into Charter Holdings, and the operating
subsidiaries of Marcus Holdings and all of the cable systems they owned came
under the ownership of Charter Holdings and, in turn, Charter Operating. For
financial reporting purposes, the merger of Marcus Holdings with and into
Charter Holdings was accounted for as an acquisition of Marcus Holdings
effective March 31, 1999, and accordingly, the results of operations of Marcus
Holdings have been included in our consolidated financial statements since that
date.

ACQUISITIONS

During the three-year period ended December 31, 2001 and through April
2002, Charter Communications, Inc. and its subsidiaries completed a total of 20
acquisitions for an aggregate purchase price of $16.7 billion, including
aggregate cash payments of $11.0 billion, $3.3 billion of assumed debt and $2.4
billion of securities issued and other consideration paid. These acquisitions
were funded through the issuances of equity by our parent companies, issuances
of long-term debt, bank borrowings, capital contributions from our parent
company, the assumption of outstanding debt amounts and internally generated
funds. In 2000, Charter Communications Holding Company transferred the cable
systems it acquired in three of those acquisitions (Fanch, Falcon and Avalon) to
Charter Holdings. The systems acquired in the Bresnan, Kalamazoo and Cable USA
transactions were contributed to us immediately following the acquisition by our
parent companies. All acquisitions were accounted for under the purchase method
of accounting and results of operations were included in our consolidated
financial statements from their respective dates of acquisition.

The following table sets forth information regarding our acquisitions in
1999, 2000, 2001 and 2002:

PURCHASE PRICE (IN MILLIONS)
-------------------------------------------
SECURITIES
ACQUISITION CASH ASSUMED ISSUED/OTHER TOTAL ACQUIRED
DATE PAID DEBT CONSIDERATION PRICE CUSTOMERS
----------- ------- ------- ------------- ------- ---------

Renaissance............. 4/99 $ 348 $ 111 $ -- $ 459 134,000
American Cable.......... 5/99 240 -- -- 240 69,000
Greater Media Systems... 6/99 500 -- -- 500 176,000
Helicon................. 7/99 410 115 25(a) 550 171,000
Vista................... 7/99 126 -- -- 126 26,000
Cable Satellite......... 8/99 22 -- -- 22 9,000
Rifkin.................. 9/99 1,200 128 133(b) 1,461 463,000
InterMedia.............. 10/99 873 -- 420(c) 1,293 278,000
------- ------ ------ ------- ---------
Total 1999
Acquisitions..... $ 3,719 $ 354 $ 578 $ 4,651 1,326,000
======= ====== ====== ======= =========
Fanch................... 1/00 2,400 -- -- 2,400 535,600
Falcon.................. 1/00 1,250 1,700 550(d) 3,500 977,200
Avalon.................. 1/00 558 274 -- 832 270,800
Interlake............... 1/00 13 -- -- 13 6,000
Bresnan................. 2/00 1,100 963 1,014(e) 3,077 695,800
Capital Cable........... 4/00 60 -- -- 60 23,200
Farmington.............. 4/00 15 -- -- 15 5,700
Kalamazoo............... 9/00 -- -- 171(f) 171 50,700
------- ------ ------ ------- ---------
Total 2000
Acquisitions..... $ 5,396 $2,937 $1,735 $10,068 2,565,000
======= ====== ====== ======= =========
AT&T Systems............ 6/01 $ 1,711 $ -- $ 25(g) $ 1,736(g) 551,100
Cable USA............... 8/01 45 -- 55(h) 100 30,600
------- ------ ------ ------- ---------
Total 2001
Acquisitions..... $ 1,756 $ -- $ 80 $ 1,836 581,700
------- ------ ------ ------- ---------
High Speed Access....... 2/02 $ 78 $ -- $ -- $ 78 --
Enstar Limited
Partnerships.......... 4/02 48 -- -- 48 21,600
----- ------- ------ ------ ------- ---------
Total 2002
Acquisitions..... $ 126 $ -- $ -- $ 126 21,600
======= ====== ====== ======= =========
Total 1999-2002
Acquisitions..... $10,997 $3,291 $2,393 $16,681 4,500,700
======= ====== ====== ======= =========

- -------------------------

(a) Represents a preferred limited liability company interest in
Charter-Helicon, LLC, an indirect wholly owned subsidiary.

(b) Relates to preferred equity in Charter Communications Holding Company,
approximately $130.3 million, excluding accrued dividends, of which was
subsequently exchanged for shares of Charter Communications, Inc. Class A
common stock.

(c) As part of this transaction, we agreed to "swap" certain of our
non-strategic cable systems serving customers in Indiana, Montana, Utah and
Northern Kentucky valued at $420.0 million.

(d) Relates to common membership units in Charter Communications Holding Company
issued to certain of the Falcon sellers, which were subsequently exchanged
for shares of Charter Communications, Inc. Class A common stock.

(e) Comprised of $384.6 million in equity in Charter Communications Holding
Company and $629.5 million of equity in CC VIII. The equity in Charter
Communications Holding Company was put to Vulcan Cable III and Charter
Investment in February 2002.

(f) In connection with this transaction, Charter Communications, Inc. acquired
all of the outstanding stock of Cablevision of Michigan in exchange for
11,173,376 shares of Charter Communications, Inc. Class A common stock.

(g) Comprised of $1.7 billion, as adjusted, in cash and a cable system located
in Florida valued at $25.1 million, as adjusted post-closing.

(h) In connection with this transaction, Charter Communications, Inc. and
Charter Communications Holding Company acquired all of the outstanding stock
of Cable USA and the assets of related affiliates in exchange for cash and
505,664 shares of Charter Communications, Inc. Series A Convertible
Redeemable Preferred Stock.

AT&T TRANSACTIONS. In February 2001, Charter Communications, Inc. and
certain of our subsidiaries entered into several agreements with AT&T Broadband,
LLC and certain of its affiliates involving several strategic cable system
transactions. Charter Communications, Inc. assigned the agreements to certain of
our subsidiaries, and the AT&T transactions closed in June 2001. In the AT&T
transactions, we acquired cable systems from AT&T Broadband serving customers in
Missouri, Illinois, Alabama, Nevada and California for a total adjusted purchase
price of $1.74 billion, consisting of $1.71 billion in cash and a Charter cable
system valued at $25.1 million, for a net addition of approximately 551,100
customers as of the closing date. A portion of the net proceeds from the sale of
the Charter Holdings May 2001 notes was used to pay a portion of the purchase
price of the AT&T transactions. As of December 31, 2001, these cable systems had
570,800 customers. For the year ended December 31, 2001, including the period
prior to our acquisition, these systems had revenues of $332.7 million.

CABLE USA TRANSACTION. In August 2001, Charter Communications, Inc. and
Charter Communications Holding Company completed the acquisition of several
cable systems from Cable USA, Inc. and its affiliates, resulting in a net
addition of approximately 30,600 customers in Nebraska, Minnesota and Colorado
for a total purchase price of $100.3 million (including certain assumed
liabilities), consisting of $44.6 million in cash, 505,664 shares of Charter
Communications, Inc. Series A Convertible Redeemable Preferred Stock valued at
$50.6 million and additional shares of Series A Convertible Redeemable Preferred
Stock valued at $5.1 million to be issued to certain sellers subject to certain
holdback provisions of the acquisition agreement. Charter Communications, Inc.
and Charter Communications Holding Company contributed the systems acquired in
these acquisitions to us, which we subsequently contributed to our subsidiaries.
As of December 31, 2001, these cable systems had 32,200 customers. For the year
ended December 31, 2001, including the period prior to the acquisition, these
systems had revenues of $13.9 million.

to High Speed Access and delivered 37,000 shares of High Speed Access' Series D
convertible preferred stock and all of the warrants to buy High Speed Access
common stock owned by Charter Communications Holding Company and High Speed
Access purchased 38,000 shares of its Series D Preferred Stock from Vulcan
Ventures for $8.0 million. To secure indemnity claims against High Speed Access
under the asset purchase agreement, $2.0 million of the purchase price was held
back. Additional purchase price adjustments may be made as provided in the asset
purchase agreement. Charter Communications Holding Company obtained a fairness
opinion from a qualified investment-banking firm regarding the valuation of the
assets purchased by CC Systems pursuant to the asset purchase agreement.
Concurrently with the closing of the transaction, High Speed Access purchased
all of its common stock held by Vulcan Ventures, and certain of the agreements
between Charter Communications Holding Company and High Speed Access Corp.,
including the programming content agreement, the services agreement, the systems
access agreement, the 1998 network services agreement and the May 2000 network
services agreement were terminated. As of December 31, 2000, the carrying value
of our and Charter Communications Holdings Company's investment in High Speed
Access was approximately $36.0 million and $2.2 million, respectively. As of
December 31, 2001, the carrying value of the investment in High Speed Access was
zero. Following the closing of the asset purchase, neither Charter
Communications Holding Company, we nor Vulcan Ventures beneficially owned any
equity securities of High Speed Access. See "Certain Relationships and Related
Transactions -- Business Relationships."

OVERVIEW OF OPERATIONS

Approximately 85% of our revenues for the year ended December 31, 2001 are
attributable to monthly subscription fees charged to customers for our basic,
expanded basic, premium and digital cable television programming services,
Internet access through television-based service, dial-up telephone modems and
high-speed cable modem service, equipment rental and ancillary services provided
by our cable systems. The remaining 15% of revenue is derived primarily from
installation and reconnection fees charged to customers to commence or reinstate
service, pay-per-view programming, where users are charged a fee for individual
programs viewed, advertising revenues and commissions related to the sale of
merchandise by home shopping services and franchise revenues. We have generated
increased revenues in each of the past three years, primarily through customer
growth from acquisitions, internal customer growth, basic and expanded tier
price increases and revenues from new services and products.

Our expenses primarily consist of operating costs, general and
administrative expenses, depreciation and amortization expense, interest expense
and management fees/corporate expense charges. Operating costs primarily include
programming costs, cable service related expenses, marketing and advertising
costs, franchise fees and expenses related to customer billings.

We have had a history of net losses and expect to continue to report net
losses for the foreseeable future. The principal reasons for our prior net
losses include depreciation and amortization expenses associated with our
acquisitions and capital expenditures related to construction and upgrading of
our systems, and interest costs on borrowed money. These factors, with the
exception of amortization of our franchise assets, are expected to contribute to
anticipated net losses in the future. We cannot predict what impact, if any,
continued losses will have on our ability to finance our operations in the
future.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. We evaluate our estimates and assumptions
on an ongoing basis based on a combination of historical information and various
other assumptions that are believed to be reasonable under the particular
circumstances. Actual results may differ from these estimates based on different
assumptions or conditions. Although we believe that certain of the accounting
policies that most impact our consolidated financial statements and that require
our management to make difficult, subjective or complex judgments are described
below, we encourage you also to review Note 2, Summary of Significant Accounting
Policies, to our consolidated financial statements for the year ended December
31, 2001, which are included below. Note 2 describes our significant accounting
policies and should be read in conjunction with this Management's Discussion and
Analysis of Financial Condition and Results of Operations.

INVESTMENT IN CABLE PROPERTIES. Our investment in cable properties
represents a significant portion of our total assets. Investment in cable
properties totaled $24.1 billion and $22.3 billion, representing approximately
97.5% and 97.0% of total assets, at December 31, 2001 and 2000, respectively.
Investment in cable properties includes property, plant and equipment and
franchises. Our investment in cable properties has continued to grow over the
past several years as we have completed numerous acquisitions of other cable
systems and increased capital expenditures to upgrade, rebuild and expand our
cable systems.

PROPERTY, PLANT AND EQUIPMENT. Property, plant and equipment totaled $7.0
billion and $5.2 billion, representing approximately 28.1% and 22.8% of total
assets, at December 31, 2001 and 2000, respectively. Property, plant and
equipment are recorded at cost, including all direct and certain indirect costs
associated with the construction of cable transmission and distribution
facilities and the cost of new customer installations. The costs of
disconnecting a customer are charged to expense in the period incurred.
Expenditures for repairs and maintenance are charged to operating expense as
incurred, while equipment replacement and betterments are capitalized.

Depreciation expense related to property, plant and equipment totaled $1.7
billion, $1.2 billion and $225.0 million, representing approximately 32.3%,
28.6% and 13.9% of operating expenses, for the years ended December 31, 2001,
2000 and 1999, respectively. Depreciation is recorded using the

straight-line method over management's estimate of the estimated useful lives of
the related assets as follows:

Cable distribution systems.................................. 3-15 years
Buildings and leasehold improvements........................ 5-15 years
Vehicles and equipment...................................... 3-5 years

During the years ended December 31, 2001 and December 31, 2000, we reduced
the estimated useful lives of certain depreciable assets expected to be
abandoned as a result of our rebuild and upgrade of cable distribution systems.
As a result, an additional $540.9 million and $508.5 million of depreciation
expense was recorded during the years ended December 31, 2001 and 2000,
respectively. We periodically evaluate the estimated useful lives used to
depreciate our assets and the estimated amount of assets that will be abandoned
or have minimal use in the future. While we believe our estimates of useful
lives are reasonable, significant differences in actual experience or
significant changes in our assumptions may materially affect future depreciation
expense.

FRANCHISES. Franchises totaled $17.1 billion at both December 31, 2001 and
2000, representing approximately 69.3% and 74.3% of total assets, respectively.
Costs incurred in obtaining and renewing cable franchises are deferred and
amortized using the straight-line method over a period of 15 years. Franchise
rights acquired through the purchase of cable systems represent management's
estimate of fair value and are generally amortized using the straight-line
method over a period of 15 years. The period of 15 years was management's best
estimate of the useful lives of the franchises and assumed that substantially
all of those franchises that expired during the period would be renewed,
although not indefinitely. Because substantially all of our franchises rights
have been acquired in the past several years (see Notes 2 and 3 to the
consolidated financial statements), we did not have sufficient experience with
the local franchise authorities to conclude that renewals of franchises could be
accomplished indefinitely. In addition, because the technological state of our
cable systems, with many systems with less than 550 megahertz bandwidths, could
have resulted in demands from local franchise authorities to upgrade those
systems sooner than previously planned, there was a risk that the franchises
would not be renewed.

We believe that facts and circumstances have changed to enable us to
conclude that substantially all of our franchises will be renewed indefinitely,
with some portion of the franchises continuing to be amortized. We have
sufficiently upgraded the technological state of our cable systems and now have
sufficient experience with the local franchise authorities where we acquired
franchises to conclude substantially all franchises will be renewed
indefinitely. Any revisions to the estimated useful lives of franchises will be
reflected in the 2002 financial statements (see Note 18 to the consolidated
financial statements regarding the adoption of SFAS 142).

Amortization expense related to franchises totaled $1.3 billion, $1.2
billion and $520.0 million, representing approximately 25.5%, 28.6% and 32.2% of
operating expenses, for the years ended December 31, 2001, 2000 and 1999,
respectively.

VALUATION OF LONG-LIVED ASSETS. We evaluate the recoverability of
long-lived assets, including property, plant and equipment and franchises, for
impairment when events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Such events or changes in
circumstances could include such factors as changes in technological advances,
fluctuations in the market value of such assets or adverse changes in
relationships with local franchise authorities. If a review indicates that the
carrying value of such asset is not recoverable based on projected undiscounted
net cash flows related to the asset over its remaining life, the carry value of
such asset is reduced to its estimated fair value. While we believe that our
estimates of future cash flows are reasonable, different assumptions regarding
such cash flows could materially affect our evaluations.

RESULTS OF OPERATIONS

The following table sets forth the percentages of revenues that items in
the accompanying consolidated statements of operations constitute for the
indicated periods (dollars in millions):

YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
2001 2000 1999
------------------ ------------------ -----------------

STATEMENTS OF OPERATIONS:
Revenues..................... $ 3,953.1 100.0% $ 3,249.2 100.0% $1,428.1 100.0%
--------- ----- --------- ----- -------- -----
Operating Expenses:
Operating, general and
administrative.......... 2,110.0 53.4% 1,650.9 50.8% 738.0 51.7%
Depreciation and
amortization............ 3,010.1 76.1% 2,462.6 75.8% 745.3 52.2%
Option compensation
expense................. (51.8) (1.3)% 41.0 1.3% 80.0 5.6%
Corporate expenses......... 56.9 1.4% 55.2 1.7% 51.4 3.6%
Special charges............ 17.6 0.5% -- -- -- --
--------- ----- --------- ----- -------- -----
Total operating
expenses.............. 5,142.8 130.1% 4,209.7 129.6% 1,614.7 113.1%
--------- ----- --------- ----- -------- -----
Loss from operations......... (1,189.7) (30.1)% (960.5) (29.6)% (186.6) (13.1)%
Interest expense............. (1,260.4) (31.9)% (1,065.2) (32.8)% (471.9) (33.0)%
Interest income.............. 8.8 0.2% 6.7 0.2% 18.8 1.3%
Loss on equity investments... (48.9) (1.2)% (11.0) (0.3)% -- --
Other, net................... (90.7) (2.3)% (6.5) (0.2)% (0.2) --
--------- ----- --------- ----- -------- -----
Loss before income taxes,
minority interest and
extraordinary item......... (2,580.9) (65.3)% (2,036.5) (62.7)% (639.9) (44.8)%
Income tax expense........... -- -- -- -- (1.0) (0.1)%
--------- ----- --------- ----- -------- -----
Loss before minority interest
and extraordinary item..... (2,580.9) (65.3)% (2,036.5) (62.7)% (640.9) (44.9)%
Minority interest expense.... (12.8) (0.3)% (11.0) (0.3)% -- --
--------- ----- --------- ----- -------- -----
Loss before extraordinary
item....................... (2,593.7) (65.6)% (2,047.5) (63.0)% (640.9) (44.9)%
Extraordinary item -- Loss on
early extinguishment of
debt....................... -- -- -- -- (7.8) (0.5)%
--------- ----- --------- ----- -------- -----
Net loss..................... $(2,593.7) (65.6)% $(2,047.5) (63.0)% $ (648.7) (45.4)%
========= ===== ========= ===== ======== =====

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

REVENUES. Revenues increased by $703.9 million, or 21.7%, from $3,249.2
million in 2000 to $3,953.1 million in 2001. System operations acquired after
January 1, 2000 accounted for $524.6 million, or 75%, of the increase in 2001,
while systems acquired before January 1, 2000 accounted for $179.3 million, or
25%. Revenues by service offering are as follows (dollars in millions):

YEAR ENDED DECEMBER 31,
--------------------------------------------
2001 2000 2001 OVER 2000
-------------------- -------------------- ----------------
% OF % OF %
BALANCE REVENUES BALANCE REVENUES CHANGE CHANGE
-------- -------- -------- -------- ------ ------

Analog video......... $2,787.6 70.5% $2,504.5 77.1% $283.1 11.3%
Digital video........ 307.2 7.8% 89.3 2.7% 217.9 244.0%
Cable modem.......... 154.4 3.9% 54.7 1.7% 99.7 182.3%
Advertising sales.... 312.6 7.9% 234.6 7.2% 78.0 33.2%
Other................ 391.3 9.9% 366.1 11.3% 25.2 6.9%
-------- ----- -------- ----- ------
$3,953.1 100.0% $3,249.2 100.0% $703.9
======== ===== ======== ===== ======

Analog video customers increased by 602,800, or 9.5%, to 6,953,700 at
December 31, 2001 as compared to 6,350,900 at December 31, 2000. Of this
increase, approximately 581,700 customer additions were the result of
acquisitions. The remaining net increase of 21,100 customers relates to internal
growth.

Digital video customers increased by 1,075,300, or 100.5%, to 2,144,800 at
December 31, 2001 from 1,069,500 at December 31, 2000. The increase resulted
primarily from internal growth, which continues to increase as we upgrade our
systems to provide advanced services to a larger customer base. Increased
marketing efforts and strong demand for this service have also contributed to
the increase.

Data customers increased by 392,400, or 155.5%, to 644,800 at December 31,
2001 from 252,400 at December 31, 2000. Data customers consisted of 607,700
cable modem customers and 37,100 dial-up customers at December 31, 2001. The
increase resulted primarily from internal growth, which continues to increase as
we upgrade our systems to offer high-speed interactive services to a larger
customer base. Marketing efforts coupled with strong demand for such services
have also contributed to the increase.

Advertising sales increased $78.0 million, or 33.2%, from $234.6 million in
2000 to $312.6 million in 2001. The increase resulted primarily from internal
growth and was partially offset by a weakening advertising environment. As a
result of our rebuild efforts, we experienced increased capacity primarily as
the result of expanded channel line-ups. In addition, the level of advertising
purchased by programmers to promote their channels, added as part of our
expansion of channel line-ups, increased during 2001 compared to the
corresponding period in 2000.

OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES. Operating, general and
administrative expenses increased by $459.1 million, or 27.8%, from $1,650.9
million in 2000 to $2,110.0 million in 2001. System operations acquired after
January 1, 2000 accounted for $288.5 million, or 63%, of the

increase in 2001 while systems acquired before January 1, 2000 accounted for
$170.6 million, or 37%. Key expense components as a percentage of revenues are
as follows (dollars in millions):

YEAR ENDED DECEMBER 31,
-----------------------------------------
2001 2000 2001 OVER 2002
------------------- ------------------- ---------------
% OF % OF %
BALANCE REVENUES BALANCE REVENUES CHANGE CHANGE
-------- -------- -------- -------- ------ ------

General, administrative and
service....................... $ 861.7 21.8% $ 719.2 22.1% $142.5 19.8%
Analog video programming........ 902.8 22.8% 736.0 22.7% 166.8 22.7%
Digital video................... 111.2 2.8% 36.2 1.1% 75.0 207.2%
Cable modem..................... 100.0 2.5% 39.2 1.2% 60.8 155.1%
Advertising sales............... 64.0 1.6% 56.5 1.7% 7.5 13.3%
Marketing....................... 70.3 1.8% 63.8 2.0% 6.5 10.2%
-------- -------- ------
$2,110.0 $1,650.9 $459.1
======== ======== ======

The increase in general, administrative and service costs of $142.5
million, or 19.8%, resulted from increased bad debt expense of $48.6 million
resulting primarily from the discounting of our analog product, coupled with
increased spending on customer care and overall continued growth. The increase
in analog video programming costs of $166.8 million, or 22.7%, was primarily the
result of continued inflationary or negotiated increases, primarily in sports
programming, coupled with increased channel capacity. The increase of $75.0
million, or 207.2%, in direct operating costs to provide digital video services
resulted primarily from internal growth of these advanced services. The increase
of $60.8 million, or 155.1%, in direct operating costs to provide cable modem
services resulted primarily from internal growth. Advertising sales costs
increased $7.5 million, or 13.3%, primarily as the result of internal growth and
increased channel capacity. Marketing expenses increased $6.5 million, or 10.2%,
related to an increased level of promotions of our service offerings.

GROSS MARGIN. Gross margin (defined as revenues less operating, general
and administrative expenses) decreased from 49.2% in 2000 to 46.6% in 2001,
primarily resulting from the acquisition of less profitable cable systems from
AT&T. Analog video gross margin decreased from 70.6% in 2000 to 67.6% in 2001,
primarily resulting from such acquisitions coupled with continued inflation and
negotiated increases in programming costs. Digital video gross margin increased
from 59.5% in 2000 to 63.8% in 2001, primarily resulting from an increased
customer base. Cable modem gross margin increased from 28.3% in 2000 to 35.2% in
2001 resulting from an increased customer base. Advertising sales gross margin
increased from 75.9% in 2000 to 79.5% in 2001 resulting from expanded channel
capacity as a result of our system upgrades, coupled with increased advertising
purchases by programmers.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased by $547.5 million, or 22.2%, from $2,462.6 million in 2000 to $3,010.1
million in 2001. This increase resulted from capital expenditures under our
rebuild and upgrade program in 2000 and 2001 and amortization of franchises in
connection with acquisitions completed in 2000 and 2001.

OPTION COMPENSATION EXPENSE. Option compensation expense decreased by
$92.8 million from $41.0 million of expense in 2000 to $51.8 million of income
in 2001. The decrease is primarily the result of the reversal of $66.6 million
of expense previously recorded in connection with approximately 7 million
options forfeited by our former President and Chief Executive Officer as part of
his September 2001 separation agreement. This was partially offset by expense
recorded because exercise prices on certain options that were issued prior to
the initial public offering in 1999 of Charter Communications, Inc. were less
than the estimated fair values of our common stock at the time of grant.
Compensation expense is being accrued over the vesting period of such options
and will continue to be recorded at a decreasing rate until the last vesting
period lapses in April 2004.

SPECIAL CHARGES. Special charges of $17.6 million represent charges
associated with the transition of approximately 145,000 data customers from the
Excite@Home Internet service to our Charter Pipeline service, as well as
employee severance costs. These charges included $14.3 million in operational
expenses in connection with the transition, including a one-time contract
payment of $1.0 million to Excite@Home for the provision of services through
February 2002 to the 10% of customers that would not be transitioned by December
31, 2001; and severance costs of $3.3 million associated with the termination of
approximately 360 employees.

CORPORATE EXPENSES. Corporate expenses increased by $1.7 million, or 3.1%,
from $55.2 million in 2000 to $56.9 million in 2001. The increase was primarily
a result of continued growth as a result of acquisitions.

INTEREST EXPENSE. Interest expense increased by $195.2 million, or 18.3%,
from $1,065.2 million in 2000 to $1,260.4 million in 2001. The increase in
interest expense was a result of increased average debt outstanding in 2001 of
$14,576.5 million compared to $12,281.2 million in 2000, partially offset by a
decrease in our average borrowing rate of 0.40% from 9.02% in 2000 to 8.62% in
2001. The increased debt was used for acquisitions, capital expenditures and for
other corporate purposes.

INTEREST INCOME. Interest income increased by $2.1 million, or 31.3%, from
$6.7 million in 2000 to $8.8 million in 2001. The increase in interest income
was a result of higher average cash balances during in 2001.

LOSS ON EQUITY INVESTMENTS. Loss on equity investments increased by $37.9
million, or 77.6%, from $11.0 million in 2000 to $48.9 million in 2001. The
increase in loss on equity investments was primarily due to losses of $41.1
million on investments carried under the equity method of accounting, losses of
$2.1 million on marketable securities and other than temporary losses of $5.7
million on investments carried under the cost method. These losses were
primarily the result of weakening market conditions coupled with poor
performance of these investments. The loss on equity investments included a loss
of $36.0 million related to our investment in High Speed Access, a related
party, which is described below.

OTHER EXPENSE. Other expense increased by $84.2 million from $6.5 million,
in 2000 to $90.7 million in 2001. This increase resulted primarily from a
cumulative effect of a change in accounting principle of $23.9 million related
to our adoption of SFAS No. 133 on January 1, 2001 and a loss of $51.3 million
on interest rate agreements as a result of SFAS No. 133.

MINORITY INTEREST EXPENSE. Minority interest expense represents 2%
accretion of the preferred membership units in our indirect subsidiary, CC VIII,
LLC, issued to certain Bresnan sellers. These membership units are exchangeable
on a one-for-one basis for shares of Class A common stock of Charter
Communications, Inc.

NET LOSS. Net loss increased by $546.2 million from $2,047.5 million in
2000 to $2,593.7 million in 2001 as a result of the combination of factors
described above.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

REVENUES. Revenues increased by $1,821.1 million, or 128%, from $1,428.1
million in 1999 to $3,249.2 million in 2000. System operations acquired after
January 1, 1999 accounted for $1,578.3

million, or 87%, of the increase in 2000, while systems acquired before January
1, 1999 accounted for $242.8 million, or 13%. Revenues by service offering are
as follows (dollars in millions):

YEAR ENDED DECEMBER 31,
---------------------------------------------------
2000 1999 2000 OVER 1999
------------------------ ------------------------ -------------------
% OF % OF %
BALANCE REVENUES BALANCE REVENUES CHANGE CHANGE
-------- ------------- -------- ------------- -------- --------

Analog video......... $2,504.5 77.1% $1,155.2 80.8% $1,349.3 116.8%
Digital video........ 89.3 2.7% 7.7 0.6% 81.6 1,059.7%
Cable modem.......... 54.7 1.7% 10.0 0.7% 44.7 447.0%
Advertising sales.... 234.6 7.2% 72.0 5.1% 162.6 225.8%
Other................ 366.1 11.3% 183.2 12.8% 182.9 99.8%
-------- ----- -------- ----- -------- -------
$3,249.2 100.0% $1,428.1 100.0% $1,821.1
======== ===== ======== ===== ========

Analog video customers increased by 898,300, or 16.5%, to 6,350,900 at
December 31, 2000 as compared to 5,452,600 at December 31, 1999. Of this
increase, approximately 781,400 customer additions were the result of
acquisitions. The remaining net increase of 116,900 customers relates to
internal growth, which represents an increase of approximately 2.5% compared to
the prior year on a pro forma basis.

Digital video customers increased by 943,300, or 747.5%, to 1,069,500 at
December 31, 2000 from 126,200 at December 31, 1999. Of this increase,
approximately 29,200 customer additions were the result of acquisitions. The
remaining net increase of 914,100 customers relates to internal growth. The pace
of growth increased throughout the year as we upgraded our systems. We surpassed
our expectations throughout the year, with an average of 17,600 digital
installations per week during 2000 which increased to 40,000 digital
installations per week in December 2000. Increased marketing efforts and strong
demand for this service contributed to the increase.

Data customers increased by 180,400, or 250.6%, to 252,400 at December 31,
2000 from 72,000 at December 31, 1999. Of this increase, approximately 12,400
customer additions were the result of acquisitions. The remaining net increase
of 168,000 customers relates to internal growth. Data customers consisted of
215,900 cable modem customers and 36,500 dial-up customers at December 31, 2000.
The increase resulted primarily from internal growth, which continued to
increase as we upgraded our systems to offer high-speed interactive services to
a larger customer base. Marketing efforts coupled with strong demand for such
services also contributed to the increase.

Advertising sales increased $162.6 million, or 225.8%, from $72.0 million
in 1999 to $234.6 million in 2000. Of this increase, approximately $101.8
million was the result of acquisitions. The remaining increase of $60.8 million
relates to internal growth. As a result of our rebuild efforts, we experienced
increased capacity primarily as the result of expanded channel line-ups and
thus, increased advertising. The significant level of political campaign
advertising in 2000 also contributed to increased advertising revenues.

OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES. Operating, general and
administrative expenses increased by $912.9 million from $738.0 million in 1999
to $1,650.9 million in 2000. System operations acquired after January 1, 1999
accounted for $813.4 million or 89% of the increase in 2000

while systems acquired before January 1, 1999 accounted for $99.5 million or
11%. Key expense components as a percentage of revenues are as follows (dollars
in millions):

YEAR ENDED DECEMBER 31,
--------------------------------------------------
2000 1999 2000 OVER 1999
------------------------ ----------------------- -----------------
% OF % OF %
BALANCE REVENUES BALANCE REVENUES CHANGE CHANGE
-------- ------------- ------- ------------- ------ --------

General, administrative
and service.......... $ 719.2 22.1% $342.9 24.0% $376.3 109.7%
Analog video
programming.......... 736.0 22.7% 327.9 23.0% 408.1 124.5%
Digital video.......... 36.2 1.1% 3.5 0.2% 32.7 934.3%
Cable modem............ 39.2 1.2% 9.0 0.6% 30.2 335.6%
Advertising sales...... 56.5 1.7% 19.0 1.3% 37.5 197.4%
Marketing.............. 63.8 2.0% 35.7 2.5% 28.1 78.7%
-------- ---- ------ ---- ------ -----
$1,650.9 $738.0 $912.9
======== ====== ======

The increase in general, administrative and service costs of approximately
$376.3 million, or 109.7%, resulted primarily from increases in corporate and
regional resources to support our growth. The increase in analog video
programming costs of approximately $408.1 million, or 124.5%, was primarily the
result of continued inflationary or negotiated increases, primarily in sports
programming, coupled with increased channel capacity. The increase of
approximately $32.7 million, or 934.3%, in direct operating costs to provide
digital video services resulted from acquisitions and internal growth of these
advanced services. The increase of approximately $30.2 million, or 335.6%, in
direct operating costs to provide cable modem services resulted from
acquisitions and internal growth. Advertising sales costs increased by
approximately $37.5 million, or 197.4%, primarily as the result of acquired
operations. Marketing expenses increased by approximately $28.1 million, or
78.7%, as the result of acquired operations coupled with an increased level of
promotions of advanced product offerings, including digital video and cable
modem high-speed service.

GROSS MARGIN. Gross margin (defined as revenues less operating, general
and administrative expenses) increased from 48.3% in 1999 to 49.2% in 2000,
primarily resulting from the increases in sales of digital video and cable modem
services in 2000 as compared to 1999. Analog video gross margin decreased from
71.6% in 1999 to 70.6% in 2000, primarily resulting from continued inflation and
negotiated increases in programming costs. Digital video gross margin increased
from 54.5% in 1999 to 59.5% in 2000, primarily resulting from an increased
customer base. Cable modem gross margin increased from 10.0% in 1999 to 28.3% in
2000 resulting from an increased customer base. Advertising sales gross margin
increased from 73.6% in 1999 to 75.9% in 2000 resulting from expanded channel
capacity as a result of our system upgrades, coupled with increased advertising
purchases by programmers.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased by $1,717.3 million, or 230.4%, from $745.3 million in 1999 to
$2,462.6 million in 2000. This increase resulted from a full year of expense on
the fixed assets and franchises of our 1999 acquisitions, a partial year of
expense on 2000 acquisitions and capital expenditures of $2,909.1 million to
rebuild and upgrade our cable systems in 2000. Related to the rebuild and
upgrade of our plant, the useful lives of certain depreciable assets were
shortened. As a result, an additional $508.5 million of depreciation expense was
recorded during 2000. These increases were partially offset by the elimination
of depreciation and amortization expense related to dispositions of cable
systems.

OPTION COMPENSATION EXPENSE. Option compensation expense decreased by
$39.0 million, or 48.8%, from $80.0 million in 1999 to $41.0 million in 2000.
The expense relates to option grants at the time of the initial public offering
of Charter Communications, Inc. at prices less than the

estimated fair market value of our stock resulting in compensation expense to be
accrued over the vesting period of the options. Compensation expense will
continue to be recorded at a decreasing rate until the last vesting period
lapses in April 2004.

CORPORATE EXPENSES. Corporate expenses increased by $3.8 million, or 7.4%,
from $51.4 million in 1999 to $55.2 million in 2000. The increase was primarily
a result of continued growth as a result of acquisitions.

INTEREST EXPENSE. Interest expense increased by $593.3 million, or 125.7%,
from $471.9 million in 1999 to $1,065.2 million in 2000. The increase in
interest expense was a result of increased average debt outstanding in 2000 of
$12,281.2 million compared to $7,108.5 million in 1999, coupled with an increase
in our average borrowing rate of 0.66% from 8.36% in 1999 to 9.02% in 2000. The
increased debt was used for acquisitions, capital expenditures and for other
corporate purposes.

INTEREST INCOME. Interest income decreased by $12.1 million, or 64.4%,
from $18.8 million in 1999 to $6.7 million in 2000. The decrease in interest
income was a result of lower average cash balances during 2000 due to required
credit facility draw downs in 1999 which were not required in 2000.

LOSS ON EQUITY INVESTMENTS. The loss in 2000 was primarily due to losses
of $7.0 million on investments carried under the equity method of accounting and
other than temporary losses of $4.7 million on investments carried under the
cost method partially offset by realized gains of $0.7 million on sales of
marketable securities. These losses were primarily the result of weakening
market conditions coupled with poor performance.

NET LOSS. Net loss increased by $1,398.8 million from $648.7 million in
1999 to $2,047.5 million in 2000 as a result of the combination of factors
discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Our business requires significant cash to fund acquisitions, capital
expenditures, debt service costs and ongoing operations. We have historically
funded and expect to fund future liquidity and capital requirements through cash
flows from operations, borrowings under the credit facilities of our
subsidiaries, issuances of debt securities and capital contributions from
Charter Communications, Inc. Charter Holdings' ability to make payments on its
debt securities is dependent primarily upon distributions from its subsidiaries.

OPERATING ACTIVITIES. Net cash provided by operating activities for the
years ended December 31, 2001, 2000 and 1999 was $537.0 million, $1.1 billion
and $460.4 million, respectively. For the year ended December 31, 2001, net cash
provided by operating activities was due primarily to a loss before minority
interest expense of $2.6 billion, and offset partially by a change in other
operating assets and liabilities of $728.9 million. For the year ended December
31, 2000, net cash provided by operating activities was due primarily to a loss
before minority interest expense of $2.0 billion, and offset partially by a
change in other operating assets and liabilities of $463.1 million. For the year
ended December 31, 1999, net cash provided by operating activities was due
primarily to a loss before minority interest expense and extraordinary item of
$640.9 million, and offset by a change in other operating assets and liabilities
of $178.4 million.

Operating activities provided $589.3 million less cash in 2001 than in
2000. Net loss provided $546.2 million less cash in 2001 than in 2000 primarily
due to increases in interest expense resulting

from higher average outstanding debt balances due to net borrowings of $2.4
billion during 2001, and changes in accounts payable and accrued expenses that
provided $749.0 million less cash in 2001 than in 2000 primarily due to
differences in the timing of payments.

Operating activities provided $665.9 million more cash in 2000 than in
1999. Net loss provided $1.4 billion less cash in the year ended December 31,
2000 than in 1999 primarily due to increases in interest expense resulting from
higher average outstanding debt balances due to net borrowings of long-term debt
of $2.2 billion during 2000, changes in accounts payable and accrued expenses
that provided $519.9 million more cash in 2000 than in 1999 primarily due to
differences in the timing of payments, and changes in accounts receivable that
used $106.0 million more cash in 2000 than in 1999 primarily due to differences
in the timing of receivable collections.

INVESTING ACTIVITIES. Net cash used in investing activities for the years
ended December 31, 2001, 2000 and 1999 was $4.6 billion, $2.9 billion and $6.0
billion, respectively. For the year ended December 31, 2001, net cash used in
investing activities resulted primarily from capital expended of $2.9 billion
for property and equipment and $1.7 billion for the acquisition of cable
systems. For the year ended December 31, 2000, cash used in investing activities
resulted primarily from capital expended of $2.8 billion for property and
equipment and $101.2 million for the acquisition of cable systems. For the year
ended December 31, 1999, net cash used in investing activities resulted
primarily from $3.6 billion for the acquisition of cable systems and $1.7
billion from a loan to Marcus Cable Holdings. Capital expenditures are primarily
for the continued upgrade and rebuild of our systems in order to offer advanced
services to our customers and for normal recurring capital expenditures and our
continued upgrade and rebuild will continue to require substantial capital. In
2002, we expect to spend a total of approximately $2.5 billion to upgrade and
rebuild our systems. See "-- Capital Expenditures" for further information.

Investing activities used $1.7 billion more cash in 2001 than in 2000.
Purchases of property, plant and equipment used $125.7 million more cash in 2001
than in 2000 as a result of our efforts to upgrade, rebuild and expand our cable
systems. Payments for acquisitions used $1.6 billion more cash in 2001 than in
2000 primarily as a result of our acquisition of cable systems from AT&T
Broadband.

Investing activities used $3.1 billion less cash in 2000 than in 1999.
Purchases in property, plant and equipment used $2.0 billion more cash in 2000
than in 1999 as a result of our efforts to upgrade, rebuild and expand our cable
systems. This was offset by payments for acquisitions which used $3.5 billion
less cash in 2000 than in 1999 due to our eight acquisitions in 1999 for which
we paid, among other consideration, $3.6 billion in cash, net of cash acquired.
In addition, we used $1.7 billion less cash in 2000 than in 1999 due to a
nonrecurring loan to Marcus Cable Holdings during 1999.

FINANCING ACTIVITIES. Net cash provided by financing activities for the
years ended December 31, 2001, 2000 and 1999 was $4.0 billion, $1.8 billion and
$5.6 billion, respectively. For the year ended December 31, 2001, we received
proceeds from the issuance of long-term debt of $6.7 billion and $1.6 billion
from the proceeds of capital contributions from Charter Communications, Inc.
This was offset primarily by repayment of long-term debt of $4.3 billion. For
the year ended December 31, 2000, we received proceeds from the issuance of
long-term debt of $6.7 billion. This was offset primarily by repayment of
long-term debt of $4.5 billion. The increase in cash from financing activities
was primarily due to the additional funding needed for acquisitions, capital
expenditures and general corporate purposes. For the year ended December 31,
1999, we received proceeds from the issuance of long-term debt of $9.3 billion,
proceeds from capital contributions from Charter Communications, Inc. of $1.1
billion. This was offset primarily by repayment of long-term debt of $5.7
billion. Financing activities provided $2.2 billion more cash in 2001 than in
2000. The increase in cash provided in 2001 compared to 2000 was primarily due
to proceeds from the capital contributions from Charter Communications, Inc. of
$1.6 billion.

Financing activities provided $3.9 billion less cash in 2000 than in 1999.
Borrowings of long-term debt provided $2.5 billion less cash in 2000 than in
1999 due to lower borrowings in 2000 while repayments of long-term debt used
$1.2 billion less cash in 2000 than in 1999. Net proceeds from Charter
Communications, Inc. provided $393.2 million less cash in 2000 due to one time
events that did not recur in 2000. See "-- Financing Activities."

As of December 31, 2001 and 2000, long-term debt totaled approximately
$15.0 billion and $12.3 billion, respectively. This debt was comprised of
approximately $6.7 billion and $7.3 billion of debt under our credit facilities
and $8.2 billion and $5.0 billion of high yield debt at December 31, 2001 and
2000, respectively. As of December 31, 2001, we had unused availability of $2.3
billion under the credit facilities of our subsidiaries. After giving effect to
the amendment of the Charter Operating and CC VIII Operating credit facilities
on January 3, 2002, we would have had $2.6 billion of unused availability under
the credit facilities of our subsidiaries as of December 31, 2001.

As of December 31, 2001 and 2000, the weighted average rate on the bank
debt was approximately 6.0% and 8.3%, respectively, while the weighted average
rate on the high yield debt was approximately 10.1% and 9.1%, respectively,
resulting in a blended weighted average rate of 8.2% and 8.9%, respectively.
Approximately 80.2% of our debt was effectively fixed including the effects of
our interest rate hedge agreements as of December 31, 2001 as compared to
approximately 57.2% at December 31, 2000. The fair value of our total fixed-rate
debt was $8.2 billion and $5.5 billion at December 31, 2001 and 2000,
respectively. The fair value of fixed-rate debt is based on quoted market
prices. The fair value of variable-rate debt approximated the carrying value of
$6.7 billion and $7.3 billion at December 31, 2001 and 2000, respectively, since
this debt bears interest at current market rates.

In recent years, we have incurred significant additional debt to fund our
capital expenditures and acquisitions. Our significant amount of debt may
adversely affect our ability to obtain financing in the future and react to
changes in our business. Our credit facilities and other debt instruments
contain various financial and operating covenants that could adversely impact
our ability to operate our business, including restrictions on the ability of
our operating subsidiaries to distribute cash to their parents. See
"-- Financing Activities," "-- Certain Trends and Uncertainties -- Restrictive
Covenants" and "Risk Factors" for further information. Additionally, in the
event of a default or an event of default under the credit agreements of our
subsidiaries, such as the failure to maintain the applicable required financial
ratios, we would be unable to borrow under these credit facilities, which could
adversely impact our ability to operate our business and to make payments under
our debt instruments. An event of default may in certain circumstances result in
the acceleration of our debt under the related credit facility and may result in
defaults under the agreements governing our other long-term indebtedness. See
"-- Financing Activities" for a description of certain of the terms of the
agreements governing our long-term indebtedness.

We currently anticipate that we will have sufficient capital from operating
revenues and existing credit facilities to fund our operating costs, interest
expense, required debt repayments and capital expenditures during 2002 and
through 2003, after which time we expect that cash flows from operations will
fund our operating costs, interest expense and capital expenditures. However,
any projections about future capital need and cash flows are subject to
substantial uncertainty. See "-- Certain Trends and Uncertainties."

CAPITAL EXPENDITURES

We have substantial ongoing capital expenditure requirements. We make
capital expenditures primarily to upgrade, rebuild and expand our cable systems,
as well as for system improvements, for the development of new products and
services, and deployment of digital converters and cable modems. Upgrading our
cable systems will enable us to offer an increasing variety of advanced

products and services, including digital television, cable modem high-speed
Internet access, video-on-demand interactive services additional channels and
tiers and expanded pay-per-view options, to a larger customer base.

We made capital expenditures, excluding acquisitions of cable systems, of
$2.9 billion, $2.8 billion and $741.5 million for the years ended December 31,
2001, 2000 and 1999, respectively. The majority of the capital expenditures in
2001 related to our rebuild and upgrade program and purchases of converters and
cable modems, and were funded from cash flows from operations, the issuance of
debt, borrowings under the credit facilities of our subsidiaries and the
issuance of Class A common stock by Charter Communications, Inc.

In 2002, we expect to spend a total of approximately $2.5 billion to
upgrade and rebuild our systems in order to offer advanced services to our
customers and for normal recurring capital expenditures. Normal recurring
capital expenditures will include extensions of systems, development of new
products and services, purchases of converters and cable modems, system
improvements and the build-out of advanced customer contact centers. The actual
amount that we spend on these types of capital expenditures will depend on the
level of our growth in digital cable customer base and in the delivery of other
advanced services. We currently anticipate that we will have sufficient capital
to fund our capital expenditures through 2003, after which time we expect that
cash flows from operations will fund our capital expenditures and interest
expense. However, we may need additional capital if there is accelerated growth
in digital cable customers or in the delivery of other advanced services,
whether as a result of increasing demand for advanced products and services in
our upgraded service areas or a need to upgrade other service areas ahead of
schedule. We may also need additional capital if we acquire substantial
additional customers. If we are not able to obtain such capital from increases
in our operating cash flow, additional borrowings or other sources, we may not
be able to fund any accelerated growth, offer advanced products and services or
compete effectively. Consequently, our growth, financial condition and results
of operations could suffer materially.

INVESTING ACTIVITIES

HIGH SPEED ACCESS. High Speed Access was a provider of high-speed Internet
access services over cable modems. During the period from 1997 to 2000, certain
Charter Communications entities entered into Internet-access related service
agreements, and both Vulcan Ventures, an entity controlled by Mr. Allen, Charter
Communications Holding Company and one of our subsidiaries made equity
investments in High Speed Access. On December 5, 2000, one of our subsidiaries,
Charter Communications Ventures, LLC, and Vulcan Ventures purchased 37,000
shares and 38,000 shares, respectively, of Series D convertible preferred stock
of High Speed Access for $37.0 million and $38.0 million, respectively. On
September 28, 2001, Charter Communications Holding Company and High Speed Access
entered into an asset purchase agreement pursuant to which Charter
Communications Holding Company agreed to purchase from High Speed Access the
contracts and associated assets, and assume related liabilities, that serve our
customers, including a customer contact center, network operations center and
provisioning software. On February 28, 2002, the asset purchase agreement
closed, and we acquired substantially all of the assets of High Speed Access.
See "-- Organizational History -- Acquisitions."

WORLDGATE/TVGATEWAY. WorldGate Communications, Inc. is a provider of
Internet access through cable systems. Charter Communications, Inc. has an
affiliation agreement with WorldGate for an initial term which expires in
November 2002. On July 25, 2000, Charter Communications Holding Company entered
into a joint venture, named TVGateway, LLC, with WorldGate Communications, Inc.
and several other cable operators to develop and deploy a server-based
interactive program guide. Charter Communications Holding Company initially
invested $850,000, providing it a 16.25% ownership interest in the joint venture
and through subsequent investments of

$1.0 million, $1.5 million and $1.5 million in December 2000, July 2001 and
December 2001, respectively, increased its ownership interest to 17.63% as of
December 31, 2001. For the first four years after the formation of TVGateway,
Charter Communications Holding Company will earn additional ownership units, up
to a maximum of 750,000 ownership units, as the interactive program guide is
deployed to our customers. On August 15, 2000, in connection with the formation
of the joint venture, Charter Communications Holding Company purchased 31,211
shares of common stock of WorldGate at $16.02 per share for a total purchase
price of $500,000. As a result of this purchase, Charter Communications Holding
Company received a $125,000 credit from WorldGate against future equipment
purchases relating to the deployment of its service. Additionally, WorldGate
granted Charter Communications Holding Company warrants to purchase up to
500,000 shares of WorldGate common stock for a period of seven years at a
exercise price of $24.78 per share. For a period of three years from the date of
closing, Charter Communications Holding Company will also be issued warrants to
purchase common stock of WorldGate based on the number of two-way digital homes
passed in the systems in which Charter Communications Holding Company has
deployed WorldGate service. As of December 31, 2001, Charter Communications
Holding Company had earned warrants to purchase 27,853 shares, but has not yet
received documentation evidencing them. One of our subsidiaries holds additional
warrants to purchase 263,353 shares of WorldGate common stock for $10.65 per
share, which expire on June 30, 2002 and also owns 107,554 shares of WorldGate
common stock for which it paid a total of $1.5 million. As of December 31, 2001
and 2000, the carrying value of our investment in WorldGate was approximately
$80,000 and $300,000, respectively, and the carrying value of Charter
Communications Holding Company's investment in WorldGate and TVGateway was
approximately $103,000 and $29,000, respectively, and $2.6 million and $1.1
million, respectively. See "Certain Relationships and Related
Transactions -- Business Relationships."

DIGEO, INC. In connection with the execution Charter Communications,
Inc.'s carriage agreement on March 5, 2001, with digeo interactive, LLC, a
subsidiary of digeo, inc., which will function as its television-based Internet
portal for an initial six-year period, Charter Communications Ventures, LLC,
received an equity interest in digeo, inc. funded by Vulcan Ventures
Incorporated's contribution of approximately $21.2 million, which is subject to
a priority return of capital to Vulcan up to the amount so funded. Vulcan also
agreed to make, through January 24, 2004, certain additional contributions
through DBroadband Holdings, LLC to acquire digeo, inc. equity in order to
maintain Charter Venture's pro rata interest in digeo, inc. in the event of
certain future digeo, inc. equity financings by the founders of digeo, inc.
These additional equity interests will also be subject to a priority return of
capital to Vulcan up to the amount so contributed. Pursuant to this obligation,
on April 26, 2002 Vulcan Ventures contributed an additional $12.5 million to
DBroadband Holdings, which was in turn used to purchase additional equity of
digeo, inc. For the year ended December 31, 2001, we recorded a $599,000 loss on
our investment in digeo, inc. See "Certain Relationships and Related
Transactions -- Business Relationships."

ACQUISITIONS. See "-- Organizational History -- Acquisitions" for a
discussion of our investments through acquisitions.

FINANCING ACTIVITIES

As of December 31, 2001, our total debt was approximately $15.0 billion.
Actual debt outstanding at December 31, 2001 and pro forma for the 2001 and 2002
acquisitions and for the issuance and sale of the original notes, the
application of the net proceeds therefrom to repay a portion of the amounts then
outstanding under the revolving credit facilities of our subsidiaries, the
equity contribution from Charter Communications Holdings Company from the May
2001 issuance and sale by Charter Communications, Inc. of convertible senior
notes and Class A common stock and

the issuance and sale of the May 2001 Charter Holdings notes, is summarized
below (dollars in thousands):

ACTUAL PRO FORMA
BALANCE AT BALANCE AT
DECEMBER 31, DECEMBER 31,
2001 2001
------------ ------------

LONG-TERM DEBT
Charter Holdings:
March 1999
8.250% senior notes due 2007....................... $ 600,000 $ 600,000
8.625% senior notes due 2009....................... 1,500,000 1,500,000
9.920% senior discount notes due 2011.............. 1,475,000 1,475,000

January 2000
10.000% senior notes due 2009...................... 675,000 675,000
10.250% senior notes due 2010...................... 325,000 325,000
11.750% senior discount notes due 2010............. 532,000 532,000

January 2001
10.750% senior notes due 2009...................... 900,000 900,000
11.125% senior notes due 2011...................... 500,000 500,000
13.500% senior discount notes due 2011............. 675,000 675,000

May 2001
9.625% senior notes due 2009....................... 350,000 350,000
10.000% senior notes due 2011...................... 575,000 575,000
11.750% senior discount notes due 2011............. 1,018,000 1,018,000

January 2002
9.625% senior notes due 2009....................... -- 350,000
10.000% senior notes due 2011...................... -- 300,000
12.125% senior discount notes due 2012............. -- 450,000

Renaissance:
10.00% senior discount notes due 2008.............. 114,413 114,413

CC V Holdings:
11.875% senior discount notes due 2008............. 179,750 179,750
Other long-term debt................................. 1,313 1,314

Credit Facilities
Charter Operating.................................. 4,145,000 3,681,762
CC VI Operating.................................... 901,000 825,000
CC VII............................................. 582,000 485,000
CC VIII Operating.................................. 1,082,000 975,000
----------- -----------
16,130,476 16,487,239
Unamortized discount................................. (1,170,103) (1,375,144)
----------- -----------
$14,960,373 $15,112,095
=========== ===========

PUBLICLY-HELD DEBT

MARCH 1999 CHARTER HOLDINGS NOTES. In March 1999, Charter Holdings and
Charter Capital issued $3.6 billion principal amount of senior notes. The March
1999 Charter Holdings notes consisted of $600.0 million in aggregate principal
amount of 8.250% senior notes due 2007, $1.5 billion in aggregate principal
amount of 8.625% senior notes due 2009, and $1.475 billion in aggregate
principal amount at maturity of 9.920% senior discount notes due 2011. The net
proceeds of approximately $2.9 billion, combined with the borrowings under our
credit facilities, were used to consummate tender offers for publicly held debt
of several of our subsidiaries, to refinance borrowings under our previous
credit facilities, for working capital purposes and to finance a number of
acquisitions.

The 8.250% senior notes are not redeemable prior to maturity. Interest is
payable semiannually in arrears on April 1 and October 1, beginning October 1,
1999, until maturity. The 8.625% senior notes are redeemable at our option at
amounts decreasing from 104.313% to 100% of par value plus accrued and unpaid
interest beginning on April 1, 2004, to the date of redemption. At any time
prior to April 1, 2002, we may redeem up to 35% of the aggregate principal
amount of the 8.625% senior notes at a redemption price of 108.625% of the
principal amount under certain conditions. Interest is payable semiannually in
arrears on April 1 and October 1, beginning October 1, 1999, until maturity.

The 9.920% senior discount notes are redeemable at our option at amounts
decreasing from 104.960% to 100% of accreted value beginning April 1, 2004. At
any time prior to April 1, 2002, we may redeem up to 35% of the aggregate
principal amount of the 9.920% senior discount notes at a redemption price of
109.920% of the accreted value under certain conditions. Thereafter, cash
interest is payable semiannually in arrears on April 1 and October 1 beginning
October 1, 2004, until maturity.

As of December 31, 2001, a total of $2.1 billion was outstanding under the
8.250% notes and the 8.625% notes, and the accreted value of the outstanding
9.920% notes was approximately $1.2 billion.

JANUARY 2000 CHARTER HOLDINGS NOTES. In January 2000, Charter Holdings and
Charter Capital issued $1.5 billion principal amount of senior notes. The
January 2000 Charter Holdings notes consisted of $675.0 million in aggregate
principal amount of 10.000% senior notes due 2009, $325.0 million in aggregate
principal amount of 10.250% senior notes due 2010, and $532.0 million in
aggregate principal amount at maturity of 11.750% senior discount notes due
2010. The net proceeds of approximately $1.25 billion were used to consummate
change of control offers for certain of the Falcon, Avalon and Bresnan notes.

The 10.000% senior notes are not redeemable prior to maturity. Interest is
payable semiannually in arrears on April 1 and October 1, beginning April 1,
2000, until maturity. The 10.250% senior notes are redeemable at our option at
amounts decreasing from 105.125% to 100% of par value plus accrued and unpaid
interest beginning on January 15, 2005, to the date of redemption. At any time
prior to January 15, 2003, we may redeem up to 35% of the aggregate principal
amount of the 10.250% senior notes at a redemption price of 110.250% of the
principal amount under certain conditions. Interest is payable semiannually in
arrears on January 15 and July 15, beginning July 15, 2000, until maturity.

The 11.750% senior discount notes are redeemable at our option at amounts
decreasing from 105.875% to 100% of accreted value beginning January 15, 2005.
At any time prior to January 15, 2003, we may redeem up to 35% of the aggregate
principal amount of the 11.750% senior discount notes at a redemption price of
111.750% of the accreted value under certain conditions. Thereafter, cash
interest is payable semiannually in arrears on January 15 and July 15 beginning
July 15, 2005, until maturity.

As of December 31, 2001, a total of $1.0 billion of the January 2000
Charter Holdings 10.000% and 10.250% senior notes were outstanding, and the
accreted value of the 11.750% senior discount notes was approximately $376.1
million.

JANUARY 2001 CHARTER HOLDINGS NOTES. In January 2001, Charter Holdings and
Charter Capital issued $2.1 billion in aggregate principal amount of senior
notes. The January 2001 Charter Holdings notes consisted of $900.0 million in
aggregate principal amount of 10.750% senior notes due 2009, $500.0 million in
aggregate principal amount of 11.125% senior notes due 2011 and $675.0 million
in aggregate principal amount at maturity of 13.500% senior discount notes due
2011. The net proceeds of approximately $1.72 billion were used to repay all
remaining amounts then outstanding under the Charter Holdings 2000 senior bridge
loan facility and the CC VI Operating revolving credit facility and a portion of
the amounts then outstanding under the Charter Operating and CC VII revolving
credit facilities and for general corporate purposes.

The 10.750% senior notes are not redeemable prior to maturity. Interest is
payable semiannually on April 1 and October 1, beginning October 1, 2001 until
maturity. The 11.125% senior notes are redeemable at our option at amounts
decreasing from 105.563% to 100% of par value plus accrued and unpaid interest,
beginning on January 15, 2006, to the date of redemption. At any time prior to
January 15, 2004, we may redeem up to 35% of the aggregate principal amount of
the 11.125% senior notes at a redemption price of 111.125% of the principal
amount under certain conditions. Interest is payable semiannually in arrears on
January 15 and July 15, beginning on July 15, 2001, until maturity.

The 13.500% senior discount notes are redeemable at our option at amounts
decreasing from 106.750% to 100% of accreted value beginning January 15, 2006.
At any time prior to January 15, 2004, we may redeem up to 35% of the aggregate
principal amount of the 13.500% senior notes at a redemption price of 113.500%
of the accreted value under certain conditions. Interest is payable semiannually
in arrears on January 15 and July 15, beginning on July 15, 2006, until
maturity.

As of December 31, 2001, a total of $1.4 billion of the January 2001
Charter Holdings 10.750% and 11.125% senior notes were outstanding, and the
accreted value of the 13.500% senior discount notes was approximately $398.3
million.

MAY 2001 CHARTER HOLDINGS NOTES. In May 2001, Charter Holdings and Charter
Capital issued $1.94 billion in aggregate principal amount of senior notes. The
May 2001 Charter Holdings notes consisted of $350.0 million in aggregate
principal amount of 9.625% senior notes due 2009, $575.0 million in aggregate
principal amount of 10.000% senior notes due 2011 and $1.0 billion in aggregate
principal amount at maturity of 11.750% senior discount notes due 2011. The net
proceeds of approximately $1.47 billion were used to pay a portion of the
purchase price of the AT&T transactions, repay all amounts outstanding under the
Charter Operating and CC VII revolving credit facilities and for general
corporate purposes, including capital expenditures.

The 9.625% senior notes are not redeemable prior to maturity. Interest is
payable semiannually in arrears on May 15 and November 15, beginning November
15, 2001, until maturity. The 10.000% senior notes are redeemable at our option
at amounts decreasing from 105.000% to 100% of par value plus accrued and unpaid
interest beginning on May 15, 2006, to the date of redemption. At any time prior
to May 15, 2004, we may redeem up to 35% of the aggregate principal amount of
the 10.000% senior notes at a redemption price of 110.000% of the principal
amount under certain conditions. Interest is payable semiannually in arrears on
May 15 and November 15, beginning November 15, 2001, until maturity.

The 11.750% senior discount notes are redeemable at our option at amounts
decreasing from 105.875% to 100% of accreted value beginning January 15, 2006.
At any time prior to May 15, 2004, we may redeem up to 35% of the aggregate
principal amount of the 11.750% senior discount notes at

a redemption price of 111.750% of the accreted value under certain conditions.
Thereafter, cash interest is payable semiannually in arrears on May 15 and
November 15 beginning November 15, 2006, until maturity.

As of December 31, 2001, a total of $925.0 million of the May 2001 Charter
Holdings 9.625% and 10.000% senior notes were outstanding, and the accreted
value of the 11.750% senior discount notes was approximately $618.1 million.

RENAISSANCE NOTES. In connection with the acquisition of Renaissance in
April 1999, we assumed $163.2 million principal amount at maturity of 10.000%
senior discount notes due 2008. The Renaissance notes do not require the payment
of interest until April 15, 2003. From and after April 15, 2003, the Renaissance
notes bear interest, payable semi-annually in cash, on April 15 and October 15,
commencing on October 15, 2003. The Renaissance notes are due on April 15, 2008.

In May 1999, $48.8 million aggregate face amount of the Renaissance notes
was repurchased at 101% of the accreted value plus accrued and unpaid interest.
As of December 31, 2001, $114.4 million of the Renaissance notes were
outstanding, and the accreted value was approximately $103.6 million.

CC V HOLDINGS NOTES. Charter Communications Holding Company acquired CC V
Holdings (f/k/a Avalon Cable) in November 1999 and assumed CC V Holdings'
outstanding 11.875% senior discount notes due 2008 with an accreted value of
$123.3 million and $150.0 million in principal amount of 9.375% senior
subordinated notes due 2008. After December 1, 2003, cash interest on the CC V
Holdings 11.875% notes will be payable semi-annually on June 1 and December 1 of
each year, commencing June 1, 2004.

In January 2000, through change of control offers and purchases in the open
market, we repurchased all of the $150.0 million aggregate principal amount of
the CC V Holdings 9.375% notes. The aggregate repurchase price was $153.7
million and was funded with the proceeds from sale of the January 2000 Charter
Holdings notes.

Contemporaneously, we completed change of control offers in which we
repurchased $16.3 million aggregate principal amount at maturity of the 11.875%
notes at a purchase price of 101% of accreted value as of January 28, 2000, for
$10.5 million. As of December 31, 2001, CC V Holdings 11.875% notes with an
aggregate principal amount of $179.8 million at maturity remained outstanding
with an accreted value of $146.3 million.

FALCON NOTES. Charter Communications Holding Company acquired the Falcon
entities (n/k/a CC VII) in November 1999 and assumed Falcon's outstanding $375.0
million in principal amount of 8.375% senior notes due 2010 and 9.285% senior
discount notes due 2010 with an accreted value of approximately $319.1 million
as of the acquisition date. Charter Communications Holding Company transferred
Falcon to Charter Holdings in January 2000.

In February 2000, through change of control offers and purchases in the
open market, all of the Falcon 8.375% senior notes with a principal amount of
$375.0 million were repurchased for $388.0 million, and all of the Falcon 9.285%
senior discount notes with an aggregate principal amount at maturity of $435.3
million were repurchased for $328.1 million.

BRESNAN NOTES. We acquired the Bresnan companies (n/k/a CC VIII) in
February 2000 and assumed Bresnan's outstanding $170.0 million in principal
amount of 8.000% senior notes due 2009 and $275.0 million in principal amount at
maturity of 9.250% senior discount notes due 2009 with an accreted value of
$192.2 million. In March 2000, we repurchased all of the outstanding Bresnan
notes at purchase prices of 101% of the outstanding principal amounts plus
accrued and unpaid interest or accreted value, as applicable, for a total of
$369.7 million, using proceeds from the sale of the January 2000 Charter
Holdings notes.

JANUARY 2002 CHARTER HOLDINGS NOTES. In January 2002, Charter Holdings and
Charter Capital issued senior notes with an aggregate principal amount at
maturity of $1.1 billion. The January 2002 Charter Holdings notes are comprised
of $350.0 million 9.625% senior notes due 2009, $300.0 million 10.000% senior
notes due 2011, and $450.0 principal amount at maturity of 12.125% senior
discount notes due 2012. The net proceeds of approximately $872.8 million, were
used to repay a portion of the amounts outstanding under the revolving credit
facilities of our subsidiaries.

The 12.125% senior discount notes are redeemable at our option at amounts
decreasing from 106.683% to 100% of accreted value beginning January 15, 2007.
At any time prior to January 15, 2005, we may redeem up to 35% of the aggregate
principal amount of the 12.125% senior discount notes at a redemption price of
112.125% of the accreted value under certain conditions. Thereafter, cash
interest is payable semiannually in arrears on January 15 and July 15 beginning
July 15, 2007, until maturity.

CAPITAL TRANSACTIONS. In October and November 2000, Charter
Communications, Inc. issued 5.75% convertible senior notes with an aggregate
principal amount at maturity of $750.0 million. Charter Communications, Inc.
used the net proceeds from the sale of these notes to purchase from Charter
Communications Holding Company a mirror convertible senior note with terms
substantially similar to the terms of the convertible senior notes issued by
Charter Communications Inc. Charter Communications Holding Company used the net
proceeds of approximately $727.5 million from the sale of the mirror note to
purchase common equity in Charter Holdings, which in turn used the capital
contribution to repay a portion of the amount outstanding under the 2000 Charter
Holdings senior bridge loan. In May 2001, Charter Communications, Inc. issued
4.75% convertible senior notes due 2006 in the aggregate principal amount of
$632.5 million. Charter Communications, Inc. used the net proceeds from the sale
of these notes to purchase from Charter Communications Holding Company, a mirror
convertible senior note with terms substantially similar to the terms of the
convertible senior notes issued by Charter Communications, Inc. Charter
Communications Holding Company used the net proceeds of approximately $608.7
million from the sale of the mirror convertible note to purchase common equity
in Charter Holdings. The net proceeds were used to repay a portion of the
amounts outstanding under the credit facilities of our subsidiaries and for
general corporate purposes, including working capital. Also, in May 2001,
Charter Communications, Inc. sold shares of its Class A common stock for total
proceeds of approximately $1.21 billion. Charter Communications, Inc. used the
net proceeds from the sale to purchase additional membership units in Charter
Communications Holding Company which used approximately $700.0 million of such
proceeds to purchase common equity in Charter Holdings, which were used for
general corporate purposes, including capital expenditures. Such transactions
are reflected as a total capital contribution of approximately $1.6 billion as
of December 31, 2001.

HIGH YIELD INDEBTEDNESS -- CHANGE OF CONTROL; RESTRICTIVE COVENANTS. In
the event of a specified change of control under each of the indentures
governing the public notes described above, we must offer to repurchase any then
outstanding public notes at 101% of their principal amount or accreted value, as
applicable, plus accrued and unpaid interest, if any. See "-- Certain Trends and
Uncertainties -- Long-Term Indebtedness -- Change of Control Payments."

The indentures governing the public notes described above contain certain
covenants that restrict the ability of Charter Holdings and Charter Capital and
their restricted subsidiaries to:

- incur additional debt;

- pay dividends on stock or repurchase stock;

- grant liens;

- make investments;

- sell all or substantially all of our assets or merge with or into other
companies;

- sell assets;

- in the case of restricted subsidiaries, create or permit to exist
dividend or payment restrictions with respect to us; and

- engage in certain transactions with affiliates.

The indentures governing the Avalon and Renaissance notes contain similar
restrictions.

Additionally, the indentures governing our high yield debt contain
information requirements and events of default and certain restrictive
covenants. The events of default under the Charter Holdings notes include a
cross-default to acceleration of, or failure to pay when due any scheduled
payment of principal in respect of, any indebtedness of Charter Holdings,
Charter Capital or any of our restricted subsidiaries having an outstanding
principal amount in excess of $100 million. As a result, an event of default
related to the failure to make a principal payment when due or the acceleration
of the indebtedness under the credit facilities of our subsidiaries or the
Avalon and Renaissance indentures could cause a cross-default under the Charter
Holdings indentures. See "-- Certain Trends and Uncertainties -- Acceleration of
Indebtedness of Subsidiaries" and "-- Certain Trends and
Uncertainties -- Restrictive Covenants."

The Renaissance indenture contains a similar cross-default provision with a
$10 million threshold that applies to the issuers of the Renaissance notes and
their restricted subsidiaries. The Avalon indenture contains events of default
that include a cross-default to acceleration of, or failure to make payments
when due or within the applicable grace period, by CC V Holdings, CC V Holdings
Finance or any restricted subsidiary, on any indebtedness in excess of $5.0
million. As a result, an event of default related to the failure to make a
payment when due or the acceleration of the indebtedness under the CC VIII
Operating credit facility could cause a cross-default under the Avalon
indenture. See "-- Certain Trends and Uncertainties -- Acceleration of
Indebtedness of Subsidiaries."

Distributions to Charter Holdings to pay interest on the Charter Holdings
notes are subject to the restricted payment provisions contained in the
indenture for the 11.875% CC V Holdings, LLC notes and the Renaissance notes.
See "-- Certain Trends and Uncertainties--Restrictive Covenants."

CREDIT FACILITIES

CHARTER OPERATING CREDIT FACILITIES. Obligations under the Charter
Operating credit facilities are guaranteed by Charter Operating's parent,
Charter Holdings, and by Charter Operating's subsidiaries. The obligations under
the Charter Operating credit facilities are secured by pledges by Charter
Operating of intercompany obligations and the equity interests of Charter
Operating in its subsidiaries and its subsidiaries obligations of and interests
in each of their subsidiaries, but are not secured by the other assets of
Charter Operating or its subsidiaries. The obligations under the Charter
Operating credit facilities are also secured by pledges of intercompany
obligations and the equity

interests of Charter Holdings in Charter Operating, but are not secured by the
other assets of Charter Holdings.

The Charter Operating credit facilities were amended and restated on
January 3, 2002 and provide for four term facilities: two Term A facilities with
an aggregate principal amount of $1.11 billion that matures in September 2007,
each with different amortization schedules, one beginning in June 2002 and one
beginning in September 2005; and two Term B facilities with an aggregate
principal amount of $2.75 billion, of which $1.85 billion matures in March 2008
and $900 million matures in September 2008. The amortization of the principal
amount of the Term B term loan facilities is substantially "back-ended," with
more than 90% of the principal balance due in the year of maturity. The Charter
Operating credit facilities also provide for two revolving credit facilities, in
an aggregate amount of $1.34 billion, which will reduce annually beginning in
March 2004 and September 2005, with a maturity date in September 2007. At the
option of the lenders, supplemental credit facilities in the amount of $100.0
million may be available. Amounts under the Charter Operating credit facilities
bear interest at the base rate or the Eurodollar rate, as defined, plus a margin
of up to 2.75% for Eurodollar loans (6.50% to 7.69% as of December 31, 2001) and
1.75% for base rate loans. A quarterly commitment fee of between 0.25% and
0.375% per annum is payable on the unborrowed balance of the revolving credit
facilities.

As of December 31, 2001, outstanding borrowings were approximately $4.1
billion and the unused availability was $855.0 million. After giving effect to
the amendment to the Charter Operating credit facilities on January 3, 2002,
unused availability would have been $1.06 billion as of December 31, 2001. We
repaid $465.0 million under the Charter Operating revolving credit facilities
with proceeds from the issuance of the January 2002 Charter Holdings notes.

CC VI OPERATING CREDIT FACILITIES. The obligations under the CC VI
Operating credit facilities are guaranteed by CC VI Operating's parent, CC VI
Holdings, LLC, and by the subsidiaries of CC VI Operating. The obligations under
the CC VI Operating credit facilities are secured by pledges of the equity
interests and intercompany obligations of CC VI Operating in its subsidiaries
and its subsidiaries obligations of and interests in each of their subsidiaries,
but are not secured by other assets of CC VI Operating or its subsidiaries. The
obligations under the CC VI Operating credit facilities are also secured by
pledges of intercompany obligations and the equity interests of CC VI Holdings
in CC VI Operating, but are not secured by the other assets of CC VI Holdings.

The CC VI Operating credit facilities provide for two term facilities, one
with a principal amount of $450.0 million that matures May 2008 (Term A), and
the other with a principal amount of $400.0 million that matures November 2008
(Term B). The CC VI credit facilities also provide for a $350.0 million reducing
revolving credit facility with a maturity date in May 2008. At the option of the
lenders, supplemental credit facilities in the amount of $300.0 million may be
available until December 31, 2004. Amounts under the CC VI credit facilities
bear interest at the base rate or the Eurodollar rate, as defined, plus a margin
of up to 3.0% for Eurodollar loans (6.34% to 7.93% as of December 31, 2001) and
2.0% for base rate loans. A quarterly commitment fee of between 0.250% and
0.375% per annum is payable on the unborrowed balance of the Term A facility and
the revolving facility. We used $850.0 million of the credit facilities to fund
a portion of the Fanch purchase price.

As of December 31, 2001, outstanding borrowings were $901.0 million and
unused availability was $299.0 million. We repaid $76.0 million under the CC VI
revolving credit facilities with proceeds from the issuance of the January 2002
Charter Holdings notes.

CC VII CREDIT FACILITIES. The obligations under the CC VII credit
facilities are guaranteed by the direct parent of Falcon Cable Communications,
Charter Communications VII, LLC, and by the subsidiaries of Falcon Cable
Communications. The obligations under the CC VII credit facilities are

secured by pledges of the equity interests and intercompany obligations of
Falcon Cable Communications in its subsidiaries and its subsidiaries'
obligations and interests in each of their subsidiaries, but are not secured by
other assets of Falcon Cable Communications or its subsidiaries. The obligations
under the CC VII credit facilities are also secured by pledges of intercompany
obligations and the equity interests of Charter Communications VII in Falcon
Cable Communications, but are not secured by the other assets of Charter
Communications VII.

The previous Falcon credit facilities were amended in connection with the
Falcon acquisition in November 1999 and again in September 2001. The CC VII
credit facilities provide for two term facilities, one with a principal amount
of $194.0 million that matures June 2007 (Term B), and the other with the
principal amount of $291.0 million that matures December 2007 (Term C). The CC
VII credit facilities also provide for a reducing revolving facility of up to
approximately $77.7 million (maturing in December 2006), a reducing supplemental
facility of up to $110.0 million (maturing in December 2007) and a second
reducing revolving facility of up to $670.0 million (maturing in June 2007). At
the option of the lenders, supplemental credit facilities in the amount of up to
$486.4 million may also be available. Amounts under the CC VII credit facilities
bear interest at the base rate or the Eurodollar rate, as defined, plus a margin
of up to 2.5% for Eurodollar loans (5.50% to 7.08% as of December 31, 2001) and
up to 1.5% for base rate loans. A quarterly commitment fee of between 0.25% and
0.375% per annum is payable on the unborrowed balance of the revolving
facilities.

As of December 31, 2001, outstanding borrowings were $582.0 million and
unused availability was $760.7 million. We repaid $97.0 million under the CC VII
revolving credit facilities with proceeds from the issuance of the January 2002
Charter Holdings notes.

CC V HOLDINGS CREDIT FACILITIES. In December 2000, the entities holding
the systems acquired in the Bresnan and Avalon transactions were consolidated
under CC V Holdings. Upon completion of the Bresnan/Avalon combination in
January 2001, all amounts outstanding under the CC V Holdings credit facilities
were repaid and the CC V Holdings credit facilities were terminated.

CC VIII OPERATING CREDIT FACILITIES. The obligations under the CC VIII
Operating credit facilities are guaranteed by the parent company of CC VIII
Operating, CC VIII Holdings, LLC, and by the subsidiaries of CC VIII Operating.
The obligations under the CC VIII Operating credit facilities are secured by
pledges of the equity interests and intercompany obligations of CC VIII
Operating in its subsidiaries and its subsidiaries obligations of and interests
in each of their subsidiaries, but are not secured by other assets of CC VIII
Operating or its subsidiaries. The obligations under the CC VIII Operating
credit facilities are also secured by pledges of intercompany obligations and
the equity interests of CC VIII Holdings in CC VIII Operating, but are not
secured by the other assets of CC VIII Holdings.

Upon the completion of the Bresnan/Avalon combination in January 2001, the
CC VIII Operating credit facilities were amended and restated to, among other
things, increase borrowing availability by $555.0 million. The credit facilities
were further amended and restated on January 3, 2002 and provide for borrowings
of up to $1.55 billion. The CC VIII Operating credit facilities provide for
three term facilities, two Term A facilities with an aggregate principal amount
of $500.0 million that mature in June 2007, and a Term B facility with a
principal amount of $500.0 million that matures in February 2008. The
amortization of the principal amount of the Term B term loan facilities is
substantially "back-ended," with more than 90% of the principal balance due in
the year of maturity. The CC VIII Operating credit facilities also provide for
two reducing revolving credit facilities, in the aggregate amount of $550.0
million, which will reduce quarterly beginning in March 2002 and September 2005,
respectively, with maturity dates in June 2007. At the option of the lenders,
supplemental facilities in the amount of $300.0 million may be available.
Amounts under the CC VIII Operating credit facilities bear interest at the base
rate or

the Eurodollar rate, as defined, plus a margin of up to 2.75% for Eurodollar
loans (6.09% to 7.84% as of December 31, 2001) and up to 1.75% for base rate
loans. A quarterly commitment fee of between 0.250% and 0.375% is payable on the
unborrowed balance of the revolving credit facilities.

As of December 31, 2001, outstanding borrowings were $1.1 billion, and
unused availability was $368.0 million. After giving effect to the amendment to
the CC VIII credit facilities on January 3, 2002, unused availability would have
been $468.0 million as of December 31, 2001. We repaid $107.0 million under the
CC VIII revolving credit facilities with proceeds from the issuance of the
January 2002 Charter Holdings notes.

CHARTER HOLDINGS 2000 SENIOR BRIDGE LOAN FACILITY. On August 4, 2000,
Charter Holdings and Charter Capital entered into a senior bridge loan agreement
providing for senior increasing rate bridge loans in an aggregate principal
amount of up to $1.0 billion.

On August 14, 2000, Charter Holdings borrowed $1.0 billion under the senior
bridge loan facility and used substantially all of the proceeds to repay a
portion of the amounts outstanding under the Charter Operating and the CC VII
revolving credit facilities. The bridge loan initially bore interest at an
annual rate of 10.21%. For amounts not repaid by November 14, 2000, the interest
rate increased by 1.25% at such date.

The net proceeds, totaling $727.5 million, from the sales in October and
November 2000 of convertible senior notes issued by Charter Communications, Inc.
were used to repay $727.5 million of the amount outstanding under the Charter
Holdings 2000 senior bridge loan facility. The remaining balance of $272.5
million on the senior bridge loan facility was repaid with the proceeds from the
sale of the Charter Holdings January 2001 notes.

CREDIT FACILITIES -- CHANGE OF CONTROL; RESTRICTIVE COVENANTS. Similar to
our indentures, the credit facilities of our subsidiaries contain change of
control provisions, making it an event of default, and permitting acceleration
of the debt, in the event of certain specified changes of control, including if
Mr. Allen, his estate, heirs and related entities, fails to maintain, directly
or indirectly, at least 51% voting interest in the related borrower, or ceases
to own of record or beneficially, directly or indirectly, at least 25% of the
equity interests in the related borrower. See "-- Certain Trends and
Uncertainties -- Long-Term Indebtedness -- Change of Control Payments."

Each of the credit facilities of our subsidiaries contain representations
and warranties, affirmative and negative covenants similar to those described
above with respect to the indentures governing our public notes, information
requirements, events of default and financial covenants. The financial
covenants, which are generally tested on a quarterly basis, measure performance
against standards set for leverage, debt service coverage, and operating cash
flow coverage of cash interest expense. Additionally, the credit facilities
contain provisions requiring mandatory loan prepayments under specific
circumstances, including when significant amounts of assets are sold and the
proceeds are not promptly reinvested in assets useful in the business of the
borrower. The Charter Operating credit facility also provides that in the event
that any existing Charter Holdings notes or other long-term indebtedness of
Charter Holdings remain outstanding on the date which is six months prior to the
scheduled final maturity, the term loans under the Charter Operating credit
facility will mature and the revolving credit facilities will terminate on such
date. See "-- Certain Trends and Uncertainties -- Restrictive Covenants."

Distributions under the credit facilities of our subsidiaries to Charter
Holdings to pay interest on the Charter Holdings notes are generally permitted,
in each case provided the relevant borrower's cash flow for the most recent
fiscal quarter preceding the distribution exceeds 1.75 times its cash interest
expense, including the amount of such distribution. Other distributions to
Charter Holdings are also permitted if the relevant borrower meets specified
financial ratios. In each case, such

distributions are not permitted during the existence of a default under the
related credit facilities. See "-- Certain Trends and
Uncertainties -- Restrictive Covenants."

The events of default for these credit facilities include, among other
things, the failure to comply with specified covenants and a cross-default to
acceleration of, or failure to make payments when due or within the applicable
grace period, by the related guarantor, borrower or the borrower's restricted
subsidiaries, or any specified subsidiary, on any indebtedness in excess of the
amounts specified below:

GUARANTOR/BORROWER PRINCIPAL AMOUNT
- ------------------ ----------------

Charter Holdings/Charter Operating.......................... $50.0 million
CC VI Holdings/CC VI Operating.............................. $25.0 million
Charter Communications VII/Falcon Cable Communications...... $10.0 million
CC VIII Holdings/CC VIII Operating.......................... $25.0 million

An event of default related to the failure to make a payment or the
acceleration of the indebtedness under the indentures governing the Charter
Holdings notes, which could be caused by a similar event of default under the
credit facilities of our subsidiaries, could trigger the cross-default provision
of the Charter Operating credit facilities. See "-- Certain Trends and
Uncertainties -- Acceleration of Indebtedness of Subsidiaries."

RELATED PARTY TRANSACTIONS

See "Certain Relationships and Related Transactions -- Business
Relationships" for information regarding related party transactions and
transactions with other parties with whom we or our related parties may have a
relationship that enables the parties to negotiate terms of material
transactions that may not be available from other, more clearly independent
parties, on an arm's length basis.

OUTLOOK

During 2001, we continued to roll out our advanced services aggressively,
focusing on our digital cable and cable modem businesses. We expect 2002 revenue
growth of 12% to 14% and operating cash flow growth, after corporate overhead
expense, of 13% to 15% over the pro forma results in 2001 (as detailed below in
"-- Supplemental Unaudited Pro Forma Data"). We expect no meaningful increase in
basic customers in 2002. We anticipate that the number of our digital customers
will increase dramatically, from 2.1 million customers at December 31, 2001 to
approximately 2.7 million customers by the end of 2002 as a result of increased
marketing efforts and strong demand for this service. We anticipate that the
number of our data customers will increase from 644,800 data customers at
December 31, 2001 to between 1.2 million and 1.25 million data customers by the
end of 2002. In addition, video-on-demand launches are planned for 17 additional
markets in 2002 and we expect that approximately half of our digital customers
will have access to video-on-demand technology by the end of 2002. Furthermore,
we will continue our focus on interactive TV following its recent launch to over
560,000 customers in a number of markets with additional launches in several
other markets in 2002 and expect to expand our offering of this service in 2002
to include over 1.0 million customers. In 2002 we expect to offer several new
advanced products and services, including an advanced broadband media center
terminal that enables digital video recorder capability, home networking and
internet-access over the television; wireless home networking; and an enhanced
customized internet portal, with a customized browser and charter.com e-mail.
Voice-over Internet protocol telephony initiatives will continue to be tested
and developed.

Customer care will remain a priority at Charter. In 2002, we plan to build
four additional customer contact centers with goals of increasing efficiency and
improving customer service. These

new customer contact centers will serve our customer base with state-of-the-art
technology to further improve customer satisfaction.

We will continue our system rebuilds and upgrades so that our customers
have access to advanced service technology. We expect to spend approximately
$2.5 billion during 2002 for upgrades, rebuilds, and normal recurring capital
expenditures.

Achieving the anticipated growth and increases specified in this Outlook
section is subject to many factors, some of which are outside our control. This
section includes forward-looking statements regarding, among other things, our
plans, strategies and prospects, both business and financial. Forward-looking
statements are inherently subject to risks, uncertainties and assumptions. Many
of the forward-looking statements contained in this section may be identified by
the use of forward-looking words such as "believe," "expect," "anticipate,"
"should," "planned," "will," "may," "intend," "estimate," and "potential," among
others. Among these risks, uncertainties and assumptions are those specified in
"-- Certain Trends and Uncertainties" and in "Risk Factors." We refer you to
these sections, as well as to "Forward-Looking Statements."

NEW ACCOUNTING STANDARDS

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, "Business Combinations", No. 142,
"Goodwill and Other Intangible Assets" and No. 143, "Accounting for Asset
Retirement Obligations." We adopted SFAS No. 141, which requires all business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting, on July 1, 2001. Adoption of SFAS No. 141 did not
have a significant impact on our consolidated financial statements.

Under SFAS No. 142, goodwill and other indefinite lived intangible assets
are no longer subject to amortization over their useful lives, rather, they are
subject to at least annual assessments for impairment. Also, under SFAS Nos. 141
and 142, an intangible asset should be recognized if the benefit of the
intangible asset is obtained through contractual or other legal rights or if the
intangible asset can be sold, transferred, licensed, rented or exchanged. Such
intangibles will be amortized over their useful lives. We believe that
substantially all franchises will qualify for indefinite life treatment under
the new standard. While the analysis, including the impairment testing of
franchises required under the new standard, is not complete, we expect to stop
amortizing franchise intangible assets that meet the indefinite life treatment
beginning January 1, 2002. We will test these assets for impairment at least
annually. Other than during any periods in which we may record a charge for
impairment, we expect that the adoption of SFAS No. 142 will result in a reduced
loss as a result of reduced amortization expense. If the new standard had been
in effect for 2001, amortization expense would have been reduced by
approximately $1.2 billion to $1.3 billion.

Under SFAS No. 143, the fair value of a liability for an asset retirement
obligation is required to be recognized in the period in which it is incurred if
a reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset. We
implemented SFAS No. 143 on January 1, 2002. Adoption of SFAS No. 143 will not
have a material impact on our consolidated financial statements.

In August 2001, the Financial Accounting Standards Board issued SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No.
144 addresses financial accounting and reporting for the impairment of
long-lived assets and for long lived assets to be disposed of and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of." SFAS No. 144 establishes a single accounting
model for long-lived assets to be disposed of by sale and resolves
implementation issues related to SFAS No. 121. We

implemented SFAS No. 144 on January 1, 2002. Adoption of SFAS No. 144 will not
have a material impact on our consolidated financial statements.

CERTAIN TRENDS AND UNCERTAINTIES

The following discussion highlights a number of trends and uncertainties,
in addition to those discussed elsewhere in this prospectus, including in "Risk
Factors", and in other documents that we file with the SEC, that could
materially impact our business, results of operations and financial condition.

SUBSTANTIAL LEVERAGE. We and our subsidiaries have a significant amount of
debt. As of December 31, 2001, pro forma for the 2001 and 2002 acquisitions, the
issuance and sale of the original notes, the application of the net proceeds
therefrom to repay a portion of the amounts then outstanding under the revolving
credit facilities of our subsidiaries, equity contributions from Charter
Communications Holding Company from the May 2001 issuance and sale by Charter
Communications, Inc. of convertible senior notes and Class A common stock and
the issuance and sale of the May 2001 Charter Holdings notes, our total debt
would have been approximately $15.1 billion and the deficiency of our earnings
available to cover fixed charges would have been approximately $2.7 billion.
Since December 31, 2001, our subsidiaries have incurred substantial additional
debt under their revolving credit facilities.

We anticipate that we may incur significant additional debt, including
through our subsidiaries, in the future to fund the expansion, maintenance and
upgrade of our cable systems. If current debt levels increase, the related risks
that we now face will intensify. Our ability to service our debt and to fund our
planned capital expenditures for upgrading our cable systems and our ongoing
operations will depend on our ability to generate cash and to secure financing
in the future. This, to a certain extent, is subject to general economic,
financial, competitive, legislative, regulatory and other factors beyond our
control. Additionally, it is difficult to assess the impact that the terrorist
attacks on September 11, 2001 and the subsequent armed conflict and related
events, combined with the general economic slowdown, will have on future
operations. If our business does not generate sufficient cash flow from
operations, and sufficient future distributions are not available to us from
borrowings under our credit facilities or from other sources of financing, we
may not be able to repay our debt, to grow our business or to fund our other
liquidity and capital needs.

RESTRICTIVE COVENANTS. The credit facilities of our subsidiaries and the
indentures governing the publicly held notes described above contain a number of
significant covenants that could adversely impact our business. In particular,
the credit facilities of our subsidiaries and our indentures restrict the
ability to:

- pay dividends or make other distributions;

- make certain investments or acquisitions;

- dispose of assets or merge;

- incur additional debt;

- issue equity;

- repurchase or redeem equity interests and debt;

- grant liens; and

- pledge assets.

these provisions may be affected by events beyond our control. The breach of any
of these covenants will result in a default under the applicable debt agreement
or instrument could trigger acceleration of the debt under the applicable
agreement and in certain cases under other agreements governing our long-term
indebtedness. Any default under our credit facilities or indentures governing
our outstanding debt might adversely affect our growth, our financial condition
and our results of operations and our ability to make payments on our publicly
held notes and the credit facilities of our subsidiaries.

ACCELERATION OF INDEBTEDNESS OF OUR SUBSIDIARIES. In the event of a
default under our subsidiaries' credit facilities or public notes our
subsidiaries' creditors could elect to declare all amounts borrowed, together
with accrued and unpaid interest and other fees, to be due and payable. In such
event, our subsidiaries' credit facilities and indentures will not permit our
subsidiaries to distribute funds to Charter Holdings to pay interest or
principal on our public notes. If the amounts outstanding under such credit
facilities or public notes are accelerated, all of our subsidiaries' debt and
liabilities would be payable from our subsidiaries' assets, prior to any
distribution of our subsidiaries' assets to pay the interest and principal
amounts on our public notes, and we might not be able to repay or make any
payments on our public notes. Additionally, such a default would cause a
cross-default in the indentures governing the Charter Holdings notes and would
trigger the cross-default provision of the Charter Operating Credit Agreement.
Any default under any of our subsidiaries' credit facilities or public notes
might adversely affect the holders of our public notes and our growth, financial
condition and results of operations.

LONG-TERM INDEBTEDNESS -- CHANGE OF CONTROL PAYMENTS. We may not have the
ability to raise the funds necessary to fulfill our obligations under our public
notes and the public notes and credit facilities of our subsidiaries following a
change of control. Under the indentures governing our public notes, upon the
occurrence of specified change of control events, including certain specified
dispositions of our stock by Mr. Allen, we are required to offer to repurchase
all of our outstanding public notes. However, we may not have sufficient funds
at the time of the change of control event to make the required repurchase of
our public notes and our subsidiaries are limited in their ability to make
distributions or other payments to us to fund any required repurchase. In
addition, a change of control under our subsidiaries' credit facilities and the
indentures governing their public notes would require the repayment of
borrowings under those credit facilities and indentures. Because such credit
facilities and public notes are obligations of our subsidiaries, the credit
facilities and the public notes would have to be repaid by our subsidiaries
before their assets could be available to us to repurchase our public notes. Our
failure to make or complete a change of control offer would place us in default
under our public notes. The failure of our subsidiaries to make a change of
control offer to repay the amounts outstanding under their credit facilities
would place them in default of these agreements and could result in a default
under the indentures governing our public notes.

VARIABLE INTEREST RATES. At December 31, 2001, excluding the effects of
hedging, approximately 44.9% of our debt bears interest at variable rates that
are linked to short-term interest rates. In addition, a significant portion of
our existing debt, assumed debt or debt we might arrange in the future will bear
interest at variable rates. If interest rates rise, our costs relative to those
obligations will also rise. As of December 31, 2001 and December 31, 2000, the
weighted average rate on the bank debt was approximately 6.0% and 8.3%,
respectively, while the weighted average rate on the high-yield debt was
approximately 10.1% and 9.1%, respectively, resulting in a blended weighted
average rate of 8.2% and 8.9%, respectively. Approximately 80.2% of our debt was
effectively fixed including the effects of our interest rate hedge agreements as
of December 31, 2001 as compared to approximately 57.2% at December 31, 2000.

REGULATION AND LEGISLATION. Cable systems are extensively regulated at the
federal, state, and local level, including rate regulation of basic service and
equipment and municipal approval of

franchise agreements and their terms, such as franchise requirements to upgrade
cable plant and meet specified customer service standards. Cable operators also
face significant regulation of their channel carriage. They currently can be
required to devote substantial capacity to the carriage of programming that they
would not carry voluntarily, including certain local broadcast signals, local
public, educational and government access programming, and unaffiliated
commercial leased access programming. This carriage burden could increase in the
future, particularly if the Federal Communications Commission were to require
cable systems to carry both the analog and digital versions of local broadcast
signals. The Federal Communications Commission is currently conducting a
proceeding in which it is considering this channel usage possibility, although
it recently issued a tentative decision against such dual carriage.

There is also uncertainty whether local franchising authorities, state
regulators, the Federal Communications Commission, or the U.S. Congress will
impose obligations on cable operators to provide unaffiliated Internet service
providers with access to cable plant on non-discriminatory terms. If they were
to do so, and the obligations were found to be lawful, it could complicate our
operations in general, and our Internet operations in particular, from a
technical and marketing standpoint. These access obligations could adversely
impact our profitability and discourage system upgrades and the introduction of
new products and services. Multiple federal courts have now struck down open-
access requirements imposed by several different franchising authorities as
unlawful. In March 2002, the Federal Communications Commission adopted a policy
of regulatory forbearance concerning cable's provision of high-speed Internet
service, and it officially classified such service in a manner that makes open
access requirements unlikely. At the same time, the Federal Communications
Commission initiated a rulemaking proceeding that leaves open the possibility
that the Commission may assert regulatory control in the future. As we offer
other advanced services over our cable system, we are likely to face additional
calls for regulation of our capacity and operation. These regulations, if
adopted, could adversely affect our operations.

MANAGEMENT OF GROWTH. We have experienced rapid growth that has placed and
is expected to continue to place a significant strain on our management,
operations and other resources. Our future success will depend in part on our
ability to successfully integrate the operations acquired. The failure to
implement management, operating or financial systems necessary to successfully
integrate acquired operations or otherwise manage growth when and as needed
could have a material adverse effect on our business, results of operations and
financial condition.

NEW SERVICES AND PRODUCTS. We expect that a substantial portion of our
future growth will be achieved through revenues from new products and services.
We may not be able to offer these new products and services successfully to our
customers and these new products and services may not generate adequate
revenues. If we are unable to grow our cash flow sufficiently, we may be unable
to fulfill our obligations or obtain alternative financing. Further, due to
declining market conditions and slowing economic trends during the last year,
both before and after the terrorist attacks on September 11, 2001, we cannot
assure you that we will be able to achieve our planned levels of growth as these
conditions and events may negatively affect the demand for our additional
services and products and spending by customers and advertisers.

ECONOMIC SLOWDOWN, TERRORISM AND ARMED CONFLICT. Although we do not
believe that the terrorist attacks on September 11, 2001 and the subsequent
armed conflict and related events have resulted in any material changes to our
business and operations to date, it is difficult to assess the impact that these
events, combined with the general economic slowdown, will have on future
operations. These events, combined with the general economic slowdown, could
result in reduced spending by customers and advertisers, which could reduce our
revenues and operating cash flow. Additionally, an economic slowdown could
affect our ability to collect accounts receivable. If we experience reduced
operating revenues, it could negatively affect our ability to make expected
capital

expenditures and could also result in our inability to meet our obligations
under our financing agreements. These developments could also have a negative
impact on our financing and variable interest rate agreements through
disruptions in the market or negative market conditions. Terrorist attacks could
interrupt or disrupt our ability to deliver our services (or the services
provided to us by programmers) and could cause unforeseen damage to our physical
facilities. Terrorism and the related events may have other adverse effects on
us, in ways that cannot be presently predicted.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT INTEREST RATE RISK

We are exposed to various market risks, including fluctuations in interest
rates. We use interest rate risk management derivative instruments, such as
interest rate swap agreements, interest rate cap agreements and interest rate
collar agreements (collectively referred to herein as interest rate agreements)
as required under the terms of the credit facilities of our subsidiaries. Our
policy is to manage interest costs using a mix of fixed and variable rate debt.
Using interest rate swap agreements, we agree to exchange, at specified
intervals, the difference between fixed and variable interest amounts calculated
by reference to an agreed-upon notional principal amount. Interest rate cap
agreements are used to lock in a maximum interest rate should variable rates
rise, but enable us to otherwise pay lower market rates. Interest rate collar
agreements are used to limit our exposure to and benefits from interest rate
fluctuations on variable rate debt to within a certain range of rates.
Interested rate risk management agreements are not held or issued for
speculative or trading purposes.

As of December 31, 2001 and 2000, long-term debt totaled approximately
$15.0 billion and $12.3 billion, respectively. This debt was comprised of
approximately $6.7 billion and $7.3 billion of debt under our subsidiaries'
credit facilities and $8.2 billion and $5.0 billion of high-yield debt at
December 31, 2001 and 2000, respectively. As of December 31, 2001 and 2000, the
weighted average rate on the bank debt was approximately 6.0% and 8.3%,
respectively, while the weighted average rate on the high-yield was
approximately 10.1% and 9.1%, respectively, resulting in a blended weighted
average rate of 8.2% and 8.9%, respectively. Approximately 80.2% of our debt was
effectively fixed including the effects of our interest rate hedge agreements as
of December 31, 2001 as compared to approximately 57.2% at December 31, 2000.
The fair value of our total fixed-rate debt was $8.2 billion and $5.5 billion at
December 31, 2001 and 2000, respectively.

The fair value of fixed-rate debt is based on quoted market prices. The
fair value of variable-rate debt approximated the carrying value of $6.7 billion
and $7.3 billion at December 31, 2001 and 2000, respectively, since this debt
bears interest at current market rates.

Effective January 1, 2001, we adopted SFAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities." Our interest rate agreements are
recorded in the consolidated balance sheet at December 31, 2001 as either an
asset or liability measured at fair value. In connection with the adoption of
SFAS No. 133, we recorded a loss of $23.9 million for the cumulative effect of
change in accounting principle as other expense. The effect of adoption was to
increase other expense resulting in increased loss before minority interest
expense and net loss by $23.9 million and $9.8 million, respectively, for the
year ended December 31, 2001.

We have certain interest rate derivative instruments that have been
designated as cash flow hedging instruments. Such instruments are those which
effectively convert variable interest payments on debt instruments into fixed
payments. For qualifying hedges, SFAS No. 133 allows derivative gains and losses
to offset related results on hedged items in the consolidated statement of
operations. We have formally documented, designated and assessed the
effectiveness of transactions that receive hedge accounting. For the year ended
December 31, 2001, other expense includes $2.5 million of losses, which
represent cash flow hedge ineffectiveness on interest rate hedge agreements
arising from differences between the critical terms of the agreements and the
related hedged obligations. Changes

in the fair value of interest rate agreements designated as hedging instruments
of the variability of cash flows associated with floating-rate debt obligations
are reported in accumulated other comprehensive loss. At December 31, 2001,
included in accumulated other comprehensive loss was a loss of $38.5 million
related to derivative instruments designated as cash flow hedges. The amounts
are subsequently reclassified into interest expense as a yield adjustment in the
same period in which the related interest on the floating-rate debt obligations
affects earnings (losses).

Certain interest rate derivative instruments are not designated as hedges
as they do not meet the effectiveness criteria specified by SFAS No. 133.
However, we believe such instruments are closely correlated with the respective
debt, thus managing associated risk. Interest rate derivative instruments not
designated as hedges are marked to fair value with the impact recorded as other
income or expense. For the year ended December 31, 2001, we recorded other
expense of $48.8 million for interest rate derivative instruments not designated
as hedges.

The table set forth below summarizes the fair values and contract terms of
financial instruments subject to interest rate risk maintained by us as of
December 31, 2001 (dollars in thousands):

FAIR VALUE AT
DECEMBER 31,
2002 2003 2004 2005 2006 THEREAFTER TOTAL 2001
-------- -------- -------- -------- -------- ---------- ---------- -------------

Debt
Fixed Rate.............. $ -- $ 67,565 $ 218 $ -- $ -- $9,352,693 $9,420,476 $8,200,939
Average Interest
Rate................ -- 11.8% 7.5% -- -- 10.3% 10.4%
Variable Rate........... $ -- $169,139 $192,333 $430,307 $717,832 $5,200,389 $6,710,000 $6,710,000
Average Interest
Rate................ -- 7.5% 5.5% 6.3% 6.8% 7.7% 7.4%
Interest Rate
Instruments
Variable to Fixed
Swaps................. $450,000 $575,000 $515,000 $900,000 $872,713 $ -- $3,312,713 $ 79,925
Average Pay Rate...... 7.7% 7.8% 6.8% 6.9% 7.1% -- 7.2%
Average Receive
Rate................ 4.2% 5.4% 5.8% 6.7% 7.2% -- 6.2%

The notional amounts of interest rate instruments do not represent amounts
exchanged by the parties and, thus, are not a measure of our exposure to credit
loss. The amounts exchanged are determined by reference to the notional amount
and the other terms of the contracts. The estimated fair value approximates the
costs (proceeds) to settle the outstanding contracts. Interest rates on variable
debt are estimated using the average implied forward London Interbank Offering
Rate (LIBOR) rates for the year of maturity based on the yield curve in effect
at December 31, 2001.

At December 31, 2001 and 2000, we had outstanding $3.3 billion and $1.9
billion, $0 and $15.0 million, and $520.0 million and $520.0 million,
respectively, in notional amounts of interest rate swaps, caps and collars,
respectively. The collar agreements are structured so that if LIBOR falls below
5.3%, we pay 6.7%. If the LIBOR rate is between 5.3% and 8.0%, we pay LIBOR. If
LIBOR falls between 8.0% and 9.9%, the LIBOR rate is capped at 8.0%. If rates go
above 9.9%, the cap is removed. As of December 31, 2001, the fair value of the
collars was a liability of $33.7 million.

We do not hold collateral for these instruments and are therefore subject
to credit loss in the event of nonperformance by the counter party to the
interest rate exchange agreement. However we do not anticipate nonperformance by
the counter party to the interest rate exchange agreement.

JANUARY 2002 CHARTER HOLDINGS NOTES -- CREDIT FACILITY AMENDMENT. In
January 2002, Charter Holdings and Charter Capital issued the original notes
with an aggregate principal amount at maturity of $1.1 billion. The original
notes were, and the new notes are, comprised of $350.0 million 9.625% senior
notes due 2009, $300.0 million 10.000% senior notes due 2011, and $450.0
principal amount at maturity of 12.125% senior discount notes due 2012. The net
proceeds of approximately

$872.8 million were used to repay a portion of the amounts outstanding under the
revolving credit facilities of our subsidiaries.

In January 2002, we amended the Charter Operating credit facilities and the
CC VIII credit facilities to provide, among other things, for the deferral of
the repayment of the principal and a delay in the reduction of certain
facilities and, in consideration, we increased the interest rates related to
such facilities and paid a consent fee to those lenders that consented to the
amendment. The amounts available for borrowing under the Charter Operating and
the CC VIII facilities were increased by $200 million and $100 million,
respectively, at the time of the amendments.

THE EXCHANGE OFFER

TERMS OF THE EXCHANGE OFFER

GENERAL. We sold the original notes on January 14, 2002 in a transaction
exempt from the registration requirements of the Securities Act of 1933, as
amended. The initial purchasers of the notes subsequently resold the original
notes to qualified institutional buyers in reliance on Rule 144A and under
Regulation S under the Securities Act of 1933.

In connection with the sale of original notes to the initial purchasers
pursuant to the Purchase Agreement, dated January 14, 2002, among us and Salomon
Smith Barney Inc., Banc of America Securities LLC, J.P. Morgan Securities Inc.,
Fleet Securities, Inc., TD Securities (USA) Inc., BMO Nesbitt Burns Corp.,
Credit Lyonnais Securities (USA) Inc., RBC Dominion Securities Corporation,
Scotia Capital (USA) Inc., SunTrust Capital Markets, Inc., U.S. Bancorp Piper
Jaffray Inc., ABN AMRO Incorporated, First Union Securities, Inc., CIBC World
Markets Corp. and Dresdner Kleinwort Wasserstein -- Grantchester, Inc., the
holders of the original notes became entitled to the benefits of the exchange
and registration rights agreements dated January 14, 2002, among us and the
initial purchasers.

Under the registration rights agreements, the issuers became obligated to
file a registration statement in connection with an exchange offer within 120
days after January 14, 2002 and to use their reasonable best efforts to have the
exchange offer registration statement declared effective within 180 days after
January 14, 2002. The exchange offer being made by this prospectus, if
consummated within the required time periods, will satisfy our obligations under
the registration rights agreements. This prospectus, together with the letter of
transmittal, is being sent to all beneficial holders of original notes known to
the issuers.

Upon the terms and subject to the conditions set forth in this prospectus
and in the accompanying letter of transmittal, the issuers will accept all
original notes properly tendered and not withdrawn prior to the expiration date.
The issuers will issue $1,000 principal amount of new notes in exchange for each
$1,000 principal amount of (or, in the case of the original senior discount
notes due 2012, the principal amount at maturity) of outstanding original notes
accepted in the exchange offer. Holders may tender some or all of their original
notes pursuant to the exchange offer.

Based on no-action letters issued by the staff of the Securities and
Exchange Commission to third parties we believe that holders of the new notes
issued in exchange for original notes may offer for resale, resell and otherwise
transfer the new notes, other than any holder that is an affiliate of ours
within the meaning of Rule 405 under the Securities Act of 1933, without
compliance with the registration and prospectus delivery provisions of the
Securities Act of 1933. This is true as long as the new notes are acquired in
the ordinary course of the holder's business, the holder has no arrangement or
understanding with any person to participate in the distribution of the new
notes and neither the holder nor any other person is engaging in or intends to
engage in a distribution of the new notes. A broker-dealer that acquired
original notes directly from the issuers cannot exchange the original notes in
the exchange offer. Any holder who tenders in the exchange offer for the purpose
of participating in a distribution of the new notes cannot rely on the no-action
letters of the staff of the Securities and Exchange Commission and must comply
with the registration and prospectus delivery requirements of the Securities Act
of 1933 in connection with any resale transaction.

Each broker-dealer that receives new notes for its own account in exchange
for original notes, where original notes were acquired by such broker-dealer as
a result of market-making or other trading activities, must acknowledge that it
will deliver a prospectus in connection with any resale of such new notes. See
"Plan of Distribution" for additional information.

We shall be deemed to have accepted validly tendered original notes when,
as and if we have given oral or written notice of the acceptance of such notes
to the exchange agent. The exchange agent will act as agent for the tendering
holders of original notes for the purposes of receiving the new notes from the
issuers and delivering new notes to such holders.

If any tendered original notes are not accepted for exchange because of an
invalid tender or the occurrence of the conditions set forth under
"-- Conditions" without waiver by us, certificates for any such unaccepted
original notes will be returned, without expense, to the tendering holder of any
such original notes as promptly as practicable after the expiration date.

Holders of original notes who tender in the exchange offer will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the letter of transmittal, transfer taxes with respect to the exchange of
original notes, pursuant to the exchange offer. We will pay all charges and
expenses, other than certain applicable taxes in connection with the exchange
offer. See "-- Fees and Expenses."

SHELF REGISTRATION STATEMENT. Pursuant to the registration rights
agreements, if the exchange offer is not completed prior to the date on which
the earliest of any of the following events occurs:

(a) applicable interpretations of the staff of the Securities and
Exchange Commission do not permit us to effect the exchange offer,

(b) any holder of notes notifies us that either:

(1) such holder is not eligible to participate in the exchange
offer, or

(2) such holder participates in the exchange offer and does not
receive freely transferable new notes in exchange for tendered original
notes, or

we will, at our cost:

- file a shelf registration statement covering resales of the original
notes,

- use our reasonable best efforts to cause the shelf registration statement
to be declared effective under the Securities Act of 1933 at the earliest
possible time, but no later than 90 days after the time such obligation
to file arises, and

- use our reasonable best efforts to keep effective the shelf registration
statement until the earlier of two years after the date as of which the
Securities and Exchange Commission declares such shelf registration
statement effective or the shelf registration otherwise becomes
effective, or the time when all of the applicable original notes are no
longer outstanding.

If any of the events described occurs, we will refuse to accept any
original notes and will return all tendered original notes.

We will, if and when we file the shelf registration statement, provide to
each holder of the original notes copies of the prospectus which is a part of
the shelf registration statement, notify each holder when the shelf registration
statement has become effective and take other actions as are required to permit
unrestricted resales of the original notes. A holder that sells original notes
pursuant to the shelf registration statement generally must be named as a
selling security-holder in the related prospectus and must deliver a prospectus
to purchasers, a seller will be subject to civil liability provisions under the
Securities Act of 1933 in connection with these sales. A seller of the original
notes also will be bound by applicable provisions of the registration rights
agreements, including indemnification obligations. In addition, each holder of
original notes must deliver information to be used in connection with the shelf
registration statement and provide comments on the shelf

registration statement in order to have its original notes included in the shelf
registration statement and benefit from the provisions regarding any liquidated
damages in the registration rights agreement.

INCREASE IN INTEREST RATE. If:

(a) the registration statement, of which this prospectus is a part,
has not been declared effective by the Securities and Exchange Commission
within 180 days of the issuance of the original notes, and we have not used
or are not continuing to use our reasonable best efforts to cause the
registration statement to become effective, or

(b) the exchange offer has not been completed within 30 business days
after the initial effective date of the exchange offer registration
statement, or

(c) the exchange offer registration statement is either withdrawn by
us or subject to an effective stop order without being followed immediately
by an additional registration statement filed and declared effective, or

(d) we are required to file the shelf registration statement and
either:

(1) the shelf registration statement has not become effective or
been declared effective on or before the 90th calendar day following the
date such obligation to file arises, or

(2) the shelf registration statement has been declared effective
and such shelf registration statement ceases to be effective, except as
specifically permitted in the registration rights agreements, without
being succeeded promptly by an additional registration statement filed
and declared effective,

the interest rate borne by the original notes will be increased by 0.25% per
year for the first 90 days of default, 0.50% per year for the second 90 days of
default, 0.75% per year for the third 90 days of default and 1.0% per year for
the remaining period of time in default.

The sole remedy available to the holders of the original notes will be the
immediate increase in the interest rate on the original notes as described
above. Any amounts of additional interest due as described above will be payable
in cash on the same interest payments dates as the original notes.

EXPIRATION DATE; EXTENSIONS; AMENDMENT. We will keep the exchange offer
open for not less than 30 days, or longer if required by applicable law, after
the date on which notice of the exchange offer is mailed to the holders of the
original notes. The term "expiration date" means the expiration date set forth
on the cover page of this prospectus, unless we extend the exchange offer, in
which case the term "expiration date" means the latest date to which the
exchange offer is extended.

In order to extend the expiration date, we will notify the exchange agent
of any extension by oral or written notice and will issue a public announcement
of the extension, each prior to 5:00 p.m., New York City time, on the next
business day after the previously scheduled expiration date.

We reserve the right

(a) to delay accepting any original notes, to extend the exchange
offer or to terminate the exchange offer and not accept original notes not
previously accepted if any of the conditions set forth under "--
Conditions" shall have occurred and shall not have been waived by us, if
permitted to be waived by us, by giving oral or written notice of such
delay, extension or termination to the exchange agent, or

(b) to amend the terms of the exchange offer in any manner deemed by
us to be advantageous to the holders of the original notes.

Any delay in acceptance, extension, termination or amendment will be
followed as promptly as practicable by oral or written notice. If the exchange
offer is amended in a manner determined by us

to constitute a material change, we promptly will disclose such amendment in a
manner reasonably calculated to inform the holders of the original notes of such
amendment. Depending upon the significance of the amendment, we may extend the
exchange offer if it otherwise would expire during such extension period.

Without limiting the manner in which we may choose to make a public
announcement of any extension, amendment or termination of the exchange offer,
we will not be obligated to publish, advertise, or otherwise communicate any
such announcement, other than by making a timely release to an appropriate news
agency.

PROCEDURES FOR TENDERING

To tender in the exchange offer, a holder must complete, sign and date the
letter of transmittal, or a facsimile of the letter of transmittal, have the
signatures on the letter of transmittal guaranteed if required by instruction 2
of the letter of transmittal, and mail or otherwise deliver such letter of
transmittal or such facsimile or an agent's message in connection with a book
entry transfer, together with the original notes and any other required
documents. To be validly tendered, such documents must reach the exchange agent
before 5:00 p.m., New York City time, on the expiration date. Delivery of the
original notes may be made by book-entry transfer in accordance with the
procedures described below. Confirmation of such book-entry transfer must be
received by the exchange agent prior to the expiration date.

The term "agent's message" means a message, transmitted by a book-entry
transfer facility to, and received by, the exchange agent, forming a part of a
confirmation of a book-entry transfer, which states that such book-entry
transfer facility has received an express acknowledgment from the participant in
such book-entry transfer facility tendering the original notes that such
participant has received and agrees to be bound by the terms of the letter of
transmittal and that we may enforce such agreement against such participant.

The tender by a holder of original notes will constitute an agreement
between such holder and us in accordance with the terms and subject to the
conditions set forth in this prospectus and in the letter of transmittal.

Delivery of all documents must be made to the exchange agent at its address
set forth below. Holders may also request their respective brokers, dealers,
commercial banks, trust companies or nominees to effect such tender for such
holders.

THE METHOD OF DELIVERY OF ORIGINAL NOTES AND THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK
OF THE HOLDERS. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE
AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY TO THE EXCHANGE AGENT BEFORE 5:00 P.M., NEW
YORK CITY TIME, ON THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR ORIGINAL
NOTES SHOULD BE SENT TO US.

Only a holder of original notes may tender original notes in the exchange
offer. The term "holder" with respect to the exchange offer means any person in
whose name original notes are registered on our books or any other person who
has obtained a properly completed bond power from the registered holder.

Any beneficial holder whose original notes are registered in the name of
its broker, dealer, commercial bank, trust company or other nominee and who
wishes to tender should contact such registered holder promptly and instruct
such registered holder to tender on its behalf. If such beneficial holder wishes
to tender on its own behalf, such registered holder must, prior to completing
and executing the letter of transmittal and delivering its original notes,
either make appropriate arrangements to register ownership of the original notes
in such holder's name or obtain a properly

completed bond power from the registered holder. The transfer of record
ownership may take considerable time.

Signatures on a letter of transmittal or a notice of withdrawal, must be
guaranteed by a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc. or a commercial bank or
trust company having an office or correspondent in the United States referred to
as an "eligible institution", unless the original notes are tendered

(a) by a registered holder who has not completed the box entitled
"Special Issuance Instructions" or "Special Delivery Instructions" on the
letter of transmittal or

(b) for the account of an eligible institution. In the event that
signatures on a letter of transmittal or a notice of withdrawal, are
required to be guaranteed, such guarantee must be by an eligible
institution.

If the letter of transmittal is signed by a person other than the
registered holder of any original notes listed therein, such original notes must
be endorsed or accompanied by appropriate bond powers and a proxy which
authorizes such person to tender the original notes on behalf of the registered
holder, in each case signed as the name of the registered holder or holders
appears on the original notes.

If the letter of transmittal or any original notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by us,
evidence satisfactory to us of their authority so to act must be submitted with
the letter of transmittal.

All questions as to the validity, form, eligibility, including time of
receipt, and withdrawal of the tendered original notes will be determined by us
in our sole discretion, which determination will be final and binding. We
reserve the absolute right to reject any and all original notes not properly
tendered or any original notes our acceptance of which, in the opinion of
counsel for us, would be unlawful. We also reserve the right to waive any
irregularities or conditions of tender as to particular original notes. Our
interpretation of the terms and conditions of the exchange offer, including the
instructions in the letter of transmittal, will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of original notes must be cured within such time as we shall determine. None of
us, the exchange agent or any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of original
notes, nor shall any of them incur any liability for failure to give such
notification. Tenders of original notes will not be deemed to have been made
until such irregularities have been cured or waived. Any original notes received
by the exchange agent that are not properly tendered and as to which the defects
or irregularities have not been cured or waived will be returned without cost to
such holder by the exchange agent to the tendering holders of original notes,
unless otherwise provided in the letter of transmittal, as soon as practicable
following the expiration date.

In addition, we reserve the right in our sole discretion to

(a) purchase or make offers for any original notes that remain
outstanding subsequent to the expiration date or, as set forth under "--
Conditions," to terminate the exchange offer in accordance with the terms
of the registration rights agreements and

(b) to the extent permitted by applicable law, purchase original notes
in the open market, in privately negotiated transactions or otherwise. The
terms of any such purchases or offers may differ from the terms of the
exchange offer.

By tendering, each holder will represent to us that, among other things,

(a) the new notes acquired pursuant to the exchange offer are being
obtained in the ordinary course of business of such holder or other person,

(b) neither such holder nor such other person is engaged in or intends
to engage in a distribution of the new notes,

(c) neither such holder or other person has any arrangement or
understanding with any person to participate in the distribution of such
new notes, and

(d) such holder or other person is not our "affiliate," as defined
under Rule 405 of the Securities Act of 1933, or, if such holder or other
person is such an affiliate, will comply with the registration and
prospectus delivery requirements of the Securities Act of 1933 to the
extent applicable.

We understand that the exchange agent will make a request promptly after
the date of this prospectus to establish accounts with respect to the original
notes at The Depository Trust Company for the purpose of facilitating the
exchange offer, and subject to the establishment of such accounts, any financial
institution that is a participant in The Depository Trust Company's system may
make book-entry delivery of original notes by causing The Depository Trust
Company to transfer such original notes into the exchange agent's account with
respect to the original notes in accordance with The Depository Trust Company's
procedures for such transfer. Although delivery of the original notes may be
effected through book-entry transfer into the exchange agent's account at The
Depository Trust Company, an appropriate letter of transmittal properly
completed and duly executed with any required signature guarantee, or an agent's
message in lieu of the letter of transmittal, and all other required documents
must in each case be transmitted to and received or confirmed by the exchange
agent at its address set forth below on or prior to the expiration date, or, if
the guaranteed delivery procedures described below are complied with, within the
time period provided under such procedures. Delivery of documents to The
Depository Trust Company does not constitute delivery to the exchange agent.

GUARANTEED DELIVERY PROCEDURES

Holders who wish to tender their original notes and

(a) whose original notes are not immediately available or

(b) who cannot deliver their original notes, the letter of transmittal
or any other required documents to the exchange agent prior to the
expiration date, may effect a tender if:

(1) the tender is made through an eligible institution;

(2) prior to the expiration date, the exchange agent receives from
such eligible institution a properly completed and duly executed Notice
of Guaranteed Delivery, by facsimile transmission, mail or hand
delivery, setting forth the name and address of the holder of the
original notes, the certificate number or numbers of such original notes
and the principal amount (or, in the case of the original senior
discount notes due 2012, the principal amount at maturity) of original
notes tendered, stating that the tender is being made thereby, and
guaranteeing that, within three business days after the expiration date,
the letter of transmittal, or facsimile thereof or agent's message in
lieu of the letter of transmittal, together with the certificate(s)
representing the original notes to be tendered in proper form for
transfer and any other documents required by the letter of transmittal
will be deposited by the eligible institution with the exchange agent;
and

(3) such properly completed and executed letter of transmittal (or
facsimile thereof) together with the certificate(s) representing all
tendered original notes in proper form for transfer and all other
documents required by the letter of transmittal are received by the
exchange agent within three business days after the expiration date.

WITHDRAWAL OF TENDERS

Except as otherwise provided in this prospectus, tenders of original notes
may be withdrawn at any time prior to 5:00 p.m., New York City time, on the
expiration date. However, where the expiration date has been extended, tenders
of original notes previously accepted for exchange as of the original expiration
date may not be withdrawn.

To withdraw a tender of original notes in the exchange offer, a written or
facsimile transmission notice of withdrawal must be received by the exchange
agent at its address set forth in this prospectus prior to 5:00 p.m., New York
City time, on the expiration date. Any such notice of withdrawal must:

(a) specify the name of the depositor, who is the person having
deposited the original notes to be withdrawn,

(b) identify the original notes to be withdrawn, including the
certificate number or numbers and principal amount (or, in the case of the
original senior discount notes due 2012, the principal amount at maturity)
of such original notes or, in the case of original notes transferred by
book-entry transfer, the name and number of the account at The Depository
Trust Company to be credited,

(c) be signed by the depositor in the same manner as the original
signature on the letter of transmittal by which such original notes were
tendered, including any required signature guarantees, or be accompanied by
documents of transfer sufficient to have the trustee with respect to the
original notes register the transfer of such original notes into the name
of the depositor withdrawing the tender and

(d) specify the name in which any such original notes are to be
registered, if different from that of the depositor. All questions as to
the validity, form and eligibility, including time of receipt, of such
withdrawal notices will be determined by us, and our determination shall be
final and binding on all parties. Any original notes so withdrawn will be
deemed not to have been validly tendered for purposes of the exchange offer
and no new notes will be issued with respect to the original notes
withdrawn unless the original notes so withdrawn are validly retendered.
Any original notes which have been tendered but which are not accepted for
exchange will be returned to its holder without cost to such holder as soon
as practicable after withdrawal, rejection of tender or termination of the
exchange offer. Properly withdrawn original notes may be retendered by
following one of the procedures described above under "-- Procedures for
Tendering" at any time prior to the expiration date.

CONDITIONS

Notwithstanding any other term of the exchange offer, we will not be
required to accept for exchange, or exchange, any new notes for any original
notes, and may terminate or amend the exchange offer before the expiration date,
if the exchange offer violates any applicable law or interpretation by the staff
of the Securities and Exchange Commission.

If we determine in our reasonable discretion that the foregoing condition
exists, we may

(1) refuse to accept any original notes and return all tendered
original notes to the tendering holders,

(2) extend the exchange offer and retain all original notes tendered
prior to the expiration of the exchange offer, subject, however, to the
rights of holders who tendered such original notes to withdraw their
tendered original notes, or

(3) waive such condition, if permissible, with respect to the exchange
offer and accept all properly tendered original notes which have not been
withdrawn. If such waiver constitutes a material change to the exchange
offer, we will promptly disclose such waiver by means of a prospectus
supplement that will be distributed to the holders, and we will extend the
exchange offer as required by applicable law.

EXCHANGE AGENT

The Bank of New York has been appointed as exchange agent for the exchange
offer. Questions and requests for assistance and requests for additional copies
of this prospectus or of the letter of transmittal should be directed to The
Bank of New York addressed as follows:

For Information by Telephone:
(212) 235-2358

The Bank of New York

By Overnight Courier By Hand:
or Registered/Certified Mail: The Bank of New York
The Bank of New York 15 Broad Street - 16th Floor
Reorganization Unit New York, New York 10007
15 Broad Street -- 16th Floor Attn: Reorg Unit
New York, New York 10007
Attn: Mr. Kin Lau

By Facsimile Transmission:
(212) 235-2261
(Telephone Confirmation)
(212) 235-2358

The Bank of New York is an affiliate of the trustee under the indentures
governing the notes.

FEES AND EXPENSES

We have agreed to bear the expenses of the exchange offer pursuant to the
exchange and registration rights agreements. We have not retained any
dealer-manager in connection with the exchange offer and will not make any
payments to brokers, dealers or others soliciting acceptances of the exchange
offer. We, however, will pay the exchange agent reasonable and customary fees
for its services and will reimburse it for its reasonable out-of-pocket expenses
in connection with providing the services.

The cash expenses to be incurred in connection with the exchange offer will
be paid by us. Such expenses include fees and expenses of The Bank of New York
as exchange agent, accounting and legal fees and printing costs, among others.

ACCOUNTING TREATMENT

The new notes will be recorded at the same carrying value as the original
notes as reflected in our accounting records on the date of exchange.
Accordingly, no gain or loss for accounting purposes will be recognized by us.
The expenses of the exchange offer and the unamortized expenses related to the
issuance of the original notes will be amortized over the term of the notes.

CONSEQUENCES OF FAILURE TO EXCHANGE

Holders of original notes who are eligible to participate in the exchange
offer but who do not tender their original notes will not have any further
registration rights, and their original notes will continue to be subject to
restrictions on transfer. Accordingly, such original notes may be resold only

- to us, upon redemption of these notes or otherwise,

- so long as the original notes are eligible for resale pursuant to Rule
144A under the Securities Act of 1933, to a person inside the United
States whom the seller reasonably believes is a qualified institutional
buyer within the meaning of Rule 144A in a transaction meeting the
requirements of Rule 144A,

- in accordance with Rule 144 under the Securities Act of 1933, or under
another exemption from the registration requirements of the Securities
Act of 1933, and based upon an opinion of counsel reasonably acceptable
to us,

- outside the United States to a foreign person in a transaction meeting
the requirements of Rule 904 under the Securities Act of 1933, or

- under an effective registration statement under the Securities Act of
1933,

in each case in accordance with any applicable securities laws of any state of
the United States.

REGULATORY APPROVALS

We do not believe that the receipt of any material federal or state
regulatory approval will be necessary in connection with the exchange offer,
other than the effectiveness of the exchange offer registration statement under
the Securities Act of 1933.

OTHER

Participation in the exchange offer is voluntary and holders of original
notes should carefully consider whether to accept the terms and condition of
this exchange offer. Holders of the original notes are urged to consult their
financial and tax advisors in making their own decisions on what action to take
with respect to the exchange offer.

BUSINESS

OVERVIEW

Charter Communications Holdings, LLC, operating through its subsidiaries,
is the fourth largest operator of cable systems in the United States. Charter
Communications Holdings Capital Corporation is a wholly-owned subsidiary of
Charter Holdings and was formed and exists solely as a co-issuer of our public
debt. Through our broadband network of coaxial and fiber optic cable, we provide
video, data, interactive and private business network services to approximately
7 million customers in 40 states. All of our systems offer traditional analog
cable television. We are steadily increasing the availability of digital
television, along with an array of advanced products and services such as
high-speed Internet access (data services), interactive video programming and
video-on-demand, in an increasing number of our systems. In 2002, we expect to
offer several new advanced products and services in targeted markets, including
a set-top terminal companion that enables digital video recorder capability,
home networking and internet-access over the television; wireless home
networking; and an enhanced customized internet portal, with a customized
browser and charter.com e-mail. In 2002, we began offering telephony on a
limited basis through our broadband network using switch technology and will
continue our trials of voice-over Internet protocol telephony. The introduction
and roll-out of new products and services represents an important step toward
the realization of our Wired World(TM) vision, where cable's ability to transmit
interactive video, data and voice at high-speeds enables it to serve as the
primary platform for the delivery of new services to the home and workplace.

We are wholly owned by our parent company, Charter Communications Holding
Company, LLC, and indirectly owned by Charter Communications, Inc. Charter
Communications, Inc. was organized as a Delaware corporation in 1999 and
conducted an initial public offering of its Class A common stock in November
1999. It is a holding company whose principal assets are an approximate 52.8%
equity interest (assuming conversion and exchange of all convertible and
exchangeable securities, except those held by Charter Investment and Vulcan
Cable III) and a 100% voting interest in Charter Communications Holding Company.
Charter Communications, Inc.'s only business is to act as the sole manager of
Charter Communications Holding Company and its subsidiaries, including us. As
sole manager, Charter Communications, Inc. controls the affairs of Charter
Communications Holding Company and its subsidiaries, including us.

Certain of our subsidiaries commenced operations under the "Charter
Communications" name in 1994. Our principal executive offices are located at
Charter Plaza, 12405 Powerscourt Drive, St. Louis, Missouri 63131. Our telephone
number is (314) 965-0555. We have a web site accessible at
http://www.charter.com. The information posted on our web site is not
incorporated into this prospectus.

BUSINESS STRATEGY

This section includes forward-looking statements regarding, among other
things, our plans, strategies and prospects. Forward-looking statements are
inherently subject to risks, uncertainties and assumptions. Many of the
forward-looking statements contained in this section may be identified by the
use of forward-looking words such as "believe," "expect," "anticipate,"
"should," "planned," "will," "may," "intend," "estimate," and "potential," among
others. Among these risks, uncertainties and assumptions are those specified in
"-- Certain Trends and Uncertainties" and in the "Risk Factors" sections. We
refer you to these sections, as well as to "Forward-Looking Statements."

Our ultimate objective is to increase the amount of revenue and cash flow
per customer. To achieve this objective, we are pursuing the following
strategies:

BUILD AND OPERATE A TECHNOLOGICALLY ADVANCED BROADBAND NETWORK. We
continue to upgrade the technical quality and capacity of our existing systems.
We will build out new systems to a minimum bandwidth of 550 megahertz or
greater, which will allow us to:

- offer digital television, high-speed Internet access (data services) and
other advanced products and services;

- increase channel capacity up to 82 analog channels, and add even more
channels and services when our bandwidth is used for digital signal
transmission; and

- permit two-way communication, so that Internet access does not require a
separate telephone line and our systems can provide interactive services,
and potentially, telephony services.

By December 31, 2003, when we anticipate that the upgrade of our existing
systems will be substantially complete, we expect that approximately 92% of our
customers will be served by cable systems with at least 550 megahertz bandwidth
capacity, 87% of our customers will be served by cable systems with at least 750
megahertz bandwidth capacity, 89% of our customers will have the two-way
communication capability that is necessary for cable modem high-speed Internet
access, and 92% of our customers will have access to digital services.

As part of our upgrade, we are working to reduce the number of headends
that serve our customers. Because headends are the control centers of a cable
television system, where incoming signals are amplified, converted, processed
and combined for transmission to the customer, reducing the number of headends
reduces related equipment and maintenance expenditures. Headend consolidation,
together with our other upgrades, also will provide enhanced picture quality and
system reliability. It is anticipated that upon completion of our upgrade,
approximately 83.5% of our customers will be served by headends serving at least
10,000 customers.

In 2001, we completed a national network operations center to monitor and
control all aspects of our network to enhance the reliability of our upgraded
systems and support our high-speed Internet access and other advanced products.
By December 31, 2003, we plan to have nine regional operations centers that will
focus on our local network operations.

As a result of our upgraded cable systems, we believe that we are well
positioned to be a market leader in the deployment of technologically advance
products and services as they are developed.

OFFER AN ARRAY OF ADVANCED PRODUCTS AND SERVICES. Consistent with our
Wired World(TM) vision, we seek to be a market leader in the introduction and
distribution of advanced products and services. We currently offer advanced
video and interactive services, as well as high-speed Internet access data
services. Using digital technology, we are able to offer additional video
channels to our standard, premium and pay-per-view line-up, including
programming of local interest, as well as digital music services. In addition,
we offer interactive video programming, including video-on-demand, virtual
interactive channels accessible on television through a web-like screen, and an
interactive program guide to access television program listings by channel,
time, date or programming type. In 2002, we expect to offer several new advanced
products and services in targeted markets, including an advanced media center
terminal that enables digital video recorder capability, home networking and
internet-access over the television; wireless home networking; and an enhanced
customized internet portal, with a customized browser and charter.com e-mail. In
2002, we began to offer telephony on a limited basis through our broadband
network using circuit-based switch technology and will continue with trials of
our voice-over Internet protocol telephony. Digital television and its related
suite of interactive services, as well as high-speed cable modem Internet
access, provide additional value and

product differentiation, both to us and to our customers, and as a result, are
instrumental in solidifying the relationship with our customers.

FOCUS ON THE CUSTOMER. To maximize customer satisfaction and loyalty, we
operate our business to provide reliable, high-quality products and services and
superior customer care. We tailor our product and service packages to suit the
diverse communities we serve and satisfy local preferences for programming.
Because of our decentralized operating structure, we are able to maintain a
strong management presence at the local system level to improve our customer
service and respond to local customer needs. We operate seven state-of-the-art
regional customer contact centers that provide customers with access to
specialized customer care representatives 24 hours a day, seven days a week,
including a fully-staffed and equipped facility acquired in 2002 from High Speed
Access Corp. We expect to build four additional customer contact centers in
2002. We believe that our customer service efforts enhance customer
satisfaction, enable us to attract and retain valuable customers, increase
customer demand and acceptance for our new advanced products and services, and
strengthen the Charter brand name.

EMPLOY INNOVATIVE MARKETING. Our marketing efforts continue to focus on
offering our variety of Charter-branded entertainment and information services
that provide value, choice, convenience and quality to our customers. We offer
value-priced packages of multiple advanced products and services, such as
combinations of digital television, premium video channels and high speed
Internet access for a price that is lower than purchasing the products
separately. These bundled offerings enable us to respond to consumer demand for
advanced services such as high-speed Internet access, provide cutting-edge new
services such as interactive virtual channels, and at the same time, offer an
attractive price/value ratio that enhances customer satisfaction. Because our
advanced products and services are often new to the marketplace, our marketing
programs are designed to educate customers about the availability and the
advantages of those products and services. We utilize database marketing to
target audiences and tailor marketing programs to local customer preferences. In
2001, we retained Dan Aykroyd to serve as our celebrity spokesperson for media
advertising. In addition, we promote our services through consumer electronics
retailers and proprietary locations. We also have retention and loyalty programs
for retaining customers that include televised advertising to reinforce the link
between quality service and the Charter brand name.

ORGANIZATIONAL STRUCTURE

We are an indirect subsidiary of Charter Communications, Inc. Charter
Communications, Inc.'s principal asset is an approximate 52.8% equity interest
(assuming the conversion and exchange of all convertible and exchangeable
securities, except those held by Charter Investment and Vulcan Cable III) and a
100% voting interest in our direct 100% parent, Charter Communications Holding
Company, LLC. Charter Communications, Inc. provides management services to
Charter Communications Holding Company and its subsidiaries, including us. As
sole manager, Charter Communications, Inc. controls our affairs and those of our
subsidiaries.

The following more detailed textual information concerns our ownership
structure as of March 31, 2002:

OWNERSHIP OF CHARTER COMMUNICATIONS, INC. Paul G. Allen owns approximately
4.0% of the outstanding capital stock and controls approximately 92.3% of the
voting power of Charter Communications, Inc. The remaining equity interests and
voting power are held by the public. Mr. Allen's voting control arises primarily
from his ownership of Charter Communications, Inc.'s high vote Class B common
stock, which gives him voting rights that reflect investments by his affiliates
(Charter Investment and Vulcan Cable III) in our parent, Charter Communications
Holding Company, although he also owns shares of Charter Communications, Inc.
Class A common stock.

Charter Communications, Inc. is the issuer of $750.0 million principal
amount of 5.75% convertible senior notes issued in October and November 2000 and
$632.5 million principal amount of 4.75% convertible senior notes issued in May
2001, which are convertible into shares of Class A Common Stock at an initial
conversion price of approximately $21.56 and $26.25 per share, respectively,
subject to certain adjustments. Charter Communications, Inc. is also the issuer
of 505,664 shares of 5.75% Series A Convertible Redeemable Preferred Stock that
were issued to the sellers in the Cable USA acquisition, which are convertible
into shares of Class A Common Stock at an initial conversion price of $24.71 per
share, subject to certain adjustments.

The following table sets forth information as of March 31, 2002 with
respect to the outstanding shares of common stock of Charter Communications,
Inc. and pro forma for (i) the exchange of membership units in two of its
subsidiaries (Charter Communications Holding Company, LLC and CC VIII, LLC),
which are exchangeable for shares of Charter Communications, Inc. Class A common
stock on a one-for-one basis at any time, (ii) conversion of all outstanding
shares of Series A Convertible Redeemable Preferred Stock of Charter
Communications, Inc., which are convertible into shares of Charter
Communications, Inc. Class A common stock and (iii) conversion of all
outstanding 5.75% convertible senior notes and 4.75% convertible senior notes of
Charter Communications, Inc., which are convertible into shares of Charter
Communications, Inc. Class A common stock:

PRO FORMA FOR EXCHANGE OF
EQUITY IN SUBSIDIARIES AND
CONVERSION OF CONVERTIBLE
AS OF MARCH 31, 2002 SENIOR NOTES
----------------------------- --------------------------
PERCENT OF NUMBER OF PERCENT OF
NUMBER OF TOTAL COMMON COMMON TOTAL COMMON
SHARES SHARES SHARES SHARES
OUTSTANDING(A) OUTSTANDING OUTSTANDING OUTSTANDING
-------------- ------------ ----------- ------------

Class A Common Stock............... 294,536,963 99.98% 294,536,963 40.97%
Class B Common Stock............... 50,000 0.02 50,000 0.01
----------- ------ ----------- ------
Total Common Stock
Outstanding................. 294,586,963 100.00% 294,586,963 40.98%
=========== ======
Convertible Equity in Charter
Communications, Inc.
Convertible Redeemable Preferred
Stock(b)...................... 505,664 -- 2,046,394 0.28%
Convertible Debt in Charter
Communications, Inc.
5.75% Convertible Senior
Notes(c)...................... -- -- 34,786,642 4.84%
4.75% Convertible Senior
Notes(d)...................... -- -- 24,095,238 3.35%
Exchangeable Equity in
Subsidiaries:
Charter Investment, Inc.(e)...... 222,818,858 30.99%
Vulcan Cable III Inc.(e)......... 116,313,173 16.18%
Sellers of Bresnan cable
systems(f).................... 24,273,943 3.38%
----------- ------
Total Pro Forma Common Stock
Outstanding................. 718,921,211 100.00%
=========== ======

- -------------------------

(a) Does not include shares of Class A common stock covered by options.

(b) Assumes conversion of Series A Convertible Redeemable Preferred Stock held
by sellers of the Cable USA systems.

(d) Assumes conversion of 4.75% convertible senior notes issued in May 2001.

(e) Assumes exchange of membership units in Charter Communications Holding
Company held by such entities. Each of Charter Investment and Vulcan Cable
III are controlled by Paul G. Allen.

(f) Assumes exchange of membership units in CC VIII, LLC held by such persons.

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC. Charter Communications
Holding Company is the direct 100% parent of Charter Holdings. The common
membership units of Charter Communications Holding Company are owned 52.83% by
Charter Communications, Inc., 16.18% by Vulcan Cable III and 30.99% by Charter
Investment (assuming conversion and exchange of all convertible and exchangeable
securities, except those held by Charter Investment and Vulcan Cable III). All
of the outstanding common membership units in Charter Communications Holding
Company held by Vulcan Cable III and Charter Investment are exchangeable on a
one-for-one basis at any time for shares of Class B common stock of Charter
Communications, Inc. which are in turn convertible into Class A common stock of
Charter Communications, Inc.

Charter Communications, Inc. controls 100% of the voting power of Charter
Communications Holding Company.

Certain provisions of the Charter Communications, Inc. certificate of
incorporation and Charter Communications Holding Company limited liability
company agreement effectively require that Charter Communications, Inc.'s
investment in Charter Communications Holding Company replicate, on a "mirror"
basis, Charter Communications, Inc.'s outstanding equity and debt structure. As
a result of these coordinating provisions, whenever Charter Communications, Inc.
issues equity or debt, Charter Communications, Inc. transfers the proceeds from
such issuance to Charter Communications Holding Company, and Charter
Communications Holding Company issues a "mirror" security to Charter
Communications, Inc. that replicates the characteristics of the security issued
by Charter Communications, Inc. As a result, in addition to its equity interest
in common units of Charter Communications Holding Company, Charter
Communications, Inc. also holds 100% of the mirror convertible notes of Charter
Communications Holding Company that automatically convert into common membership
units upon the conversion of any Charter Communications, Inc. convertible senior
notes and 100% of the mirror preferred units of Charter Communications Holding
Company that automatically convert into common membership units upon the
conversion of the Series A Convertible Redeemable Preferred Stock of Charter
Communications, Inc.

VULCAN CABLE III INC. Vulcan Cable III has a 16.18% common equity interest
(assuming conversion and exchange of all convertible and exchangeable
securities, except those held by Charter Investment and Vulcan Cable III) and no
voting rights in Charter Communications Holding Company. Vulcan Cable III's
membership units in Charter Communications Holding Company are exchangeable for
shares of Charter Communications, Inc. Class B common stock on a one-for-one
basis at any time. Mr. Allen owns 100% of the outstanding capital stock of
Vulcan Cable III.

CHARTER INVESTMENT, INC. Charter Investment has a 30.99% common equity
interest (assuming conversion of all convertible and exchangeable securities,
except those held by Charter Investment and Vulcan Cable III) and no voting
rights in Charter Communications Holding Company. Charter Investment's
membership units in Charter Communications Holding Company are exchangeable for
shares of Charter Communications, Inc. Class B common stock at any time on a
one-for-one basis. Mr. Allen owns 100% of the outstanding capital stock of
Charter Investment.

SELLERS OF BRESNAN CABLE SYSTEMS. Upon the closing of the Bresnan
acquisition, some of the sellers received a portion of their purchase price in
the form of equity interests in subsidiaries of Charter Communications, Inc.
rather than in cash. Certain sellers received common membership

units in Charter Communications Holding Company that were exchangeable for
shares of Charter Communications, Inc. Class A common stock on a one-for-one
basis at any time. In February 2002, Bresnan sellers holding in aggregate
14,831,552 membership units in Charter Communications Holding Company
(representing approximately 2.1% of the common equity of Charter Communications,
Inc. (assuming conversion and exchange of all convertible or exchangeable
securities, except those held by Charter Investment and Vulcan Cable III)),
exercised their right to cause Mr. Allen or his designee to purchase the
membership units. As a result, Vulcan Cable III and Charter Investment, as Mr.
Allen's designees, acquired 9,597,940 and 5,233,612 units, respectively, in
Charter Communications Holding Company. Other sellers in the Bresnan acquisition
received preferred membership units in CC VIII, LLC that are exchangeable for
shares of Charter Communications, Inc. Class A Common Stock. These sellers also
have a right to put these units to Mr. Allen on or before April 14, 2003.

The following table sets forth the information as of March 31, 2002 with
respect to the common units of Charter Communications Holding Company and pro
forma for (i) the conversion of the mirror convertible notes into Class B common
units, (ii) the conversion of the Class B preferred units into Class B common
units and (iii) exchange by the Bresnan sellers of their CC VIII preferred
membership units for Class A common stock:

PRO FORMA FOR CONVERSION OF MIRROR
SECURITIES AND EXCHANGE OF CC VIII
AS OF MARCH 31, 2002 PREFERRED UNITS
-------------------------------------- ------------------------------------
PERCENT OF NUMBER OF PERCENT OF
NUMBER TOTAL COMMON COMMON TOTAL
OF UNITS UNITS VOTING UNITS COMMON VOTING
OUTSTANDING(A) OUTSTANDING POWER OUTSTANDING UNITS POWER
-------------- ------------ ------ ------------ ----------- -------

Charter Communications, Inc.
Class B Common Units........... 294,586,963 46.49% 100% 294,586,963 40.98% 100%
CC VIII Preferred Membership
Units(b)..................... -- -- -- 24,273,943 3.38% --
Mirror Class B Preferred
Units(c)..................... 505,664 -- -- 2,046,394 0.28% --
Mirror Convertible Notes (d)... -- -- -- 58,881,880 8.19% --
----------- ------ --- ----------- ------ ---
Total Charter Communications,
Inc. ...................... 295,092,627 46.49% 100% 379,789,180 52.83% 100%
Vulcan Cable III................. 116,313,173 18.35% -- 116,313,173 16.18% --
Charter Investment............... 222,818,858 35.16% -- 222,818,858 30.99% --
----------- ------ --- ----------- ------ ---
634,224,658 100.00% 100% 718,921,211 100.00% 100%
=========== ====== === =========== ====== ===

- -------------------------

(a) Does not include units covered by options that are immediately exchanged for
shares of Class A common stock.
(b) Assumes exchange of CC VIII preferred membership units held by certain of
the Bresnan sellers.
(c) Assumes conversion of Charter Communications, Inc. Series A Convertible
Redeemable Preferred Stock held by sellers of the Cable USA systems.
(d) Assumes conversion of Charter Communications, Inc.'s 5.75% and 4.75%
convertible senior notes.

CHARTER COMMUNICATIONS HOLDINGS, LLC. Charter Holdings, a Delaware limited
liability company formed on February 9, 1999, is a co-issuer of the publicly
held Charter Holdings notes that consist of $3.575 billion aggregate principal
amount of notes issued in March 1999, $1.532 billion aggregate principal amount
of notes issued in January 2000, $2.075 billion aggregate principal amount of
notes issued in January 2001, $1.943 billion aggregate principal amount of notes
issued in May

2001 and $1.1 billion aggregate principal amount of original notes issued in
January 2002. Charter Holdings owns 100% of Charter Communications Holdings
Capital, the co-issuer of these notes. Charter Holdings also owns the various
subsidiaries that conduct all of our cable operations, including the Charter,
CCV, CC VI, CC VII and CC VIII Companies described below.

CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION. Charter Capital, a
Delaware corporation formed on February 16, 1999, is a wholly owned subsidiary
of Charter Holdings and a co-issuer of the publicly held Charter Holdings notes
described in the preceding paragraph.

OPERATING SUBSIDIARIES. These companies are our subsidiaries and own or
operate all of our cable systems. There are separate credit facilities for each
of four groups of these operating subsidiaries. As indicated below, these groups
include systems acquired in the acquisitions listed in "Management's Discussion
and Analysis of Financial Condition and Results of Operations." These groups
consist of:

- the Charter Companies, including Charter Operating and its subsidiaries,
which own or operate all of the cable systems formerly operated by
Charter Investment under the "Charter Communications" name, the cable
systems acquired in the following 1999 and 2000 transactions: Marcus,
American Cable, Greater Media, Helicon, Vista, Rifkin, South Miami,
Farmington and Capital Cable and a portion of the systems acquired in the
AT&T transactions. The Charter Companies also include the issuers of
outstanding publicly held notes of a subsidiary acquired in the
Renaissance acquisition;

- the CC V and CC VIII Companies, which own or operate all of the cable
systems acquired in the Avalon, Interlake and Bresnan acquisitions, a
portion of the systems acquired in the Cable USA acquisition, and include
co-issuers of outstanding publicly held notes;

- the CC VI Companies, which own or operate all of the cable systems
acquired in the Fanch and Kalamazoo acquisitions and a portion of the
systems acquired in the Cable USA acquisition; and

- the CC VII Companies, which own or operate all of the cable systems
acquired in the Falcon acquisition and a portion of the systems acquired
in the AT&T transactions.

ACQUISITIONS COMPLETED IN 2001

of Series A Convertible Redeemable Preferred Stock valued at $5.1 million to be
issued to certain sellers subject to certain holdback provisions of the
acquisition agreement. Charter Communications, Inc. and Charter Communications
Holding Company contributed the systems acquired in these acquisitions to us,
which we subsequently contributed to our subsidiaries. As of December 31, 2001,
these cable systems had 32,200 customers. For the year ended December 31, 2001,
including the period prior to the acquisition, these systems had revenues of
$13.9 million.

ACQUISITIONS COMPLETED 2002

HIGH SPEED ACCESS CORP. TRANSACTION. On September 28, 2001, Charter
Communications Holding Company and High Speed Access entered into an asset
purchase agreement pursuant to which Charter Communications Holding Company
agreed to purchase from High Speed Access the contracts and associated assets,
and assume related liabilities, that serve our customers, including a customer
contact center, network operations center and provisioning software. On December
20, 2001, Charter Communications Holding Company assigned certain of its rights
under the asset purchase agreement and certain related agreements to our
subsidiary, CC Systems, LLC. The transaction closed on February 28, 2002. At the
closing, CC Systems wired funds in the amount of $77.5 million to High Speed
Access and delivered 37,000 shares of High Speed Access' Series D convertible
preferred stock and all of the warrants to buy High Speed Access common stock
owned by Charter Communications Holding Company and High Speed Access purchased
38,000 shares of its Series D Preferred Stock from Vulcan Ventures for $8.0
million. To secure indemnity claims against High Speed Access under the asset
purchase agreement, $2.0 million of the purchase price was held back. Additional
purchase price adjustments may be made as provided in the asset purchase
agreement. Charter Communications Holding Company obtained a fairness opinion
from a qualified investment-banking firm regarding the valuation of the assets
purchased by CC Systems pursuant to the asset purchase agreement. Concurrently
with the closing of the transaction, High Speed Access purchased all of its
common stock held by Vulcan Ventures, and certain of the agreements between
Charter Communications Holding Company and High Speed Access Corp., including
the programming content agreement, the services agreement, the systems access
agreement, the 1998 network services agreement and the May 2000 network services
agreement were terminated. As of December 31, 2000, the carrying value of our
and Charter Communications Holdings Company's investment in High Speed Access
was approximately $36.0 million and $2.2 million, respectively. As of December
31, 2001, the carrying value of the investment in High Speed Access was zero.
Following the closing of the asset purchase, neither Charter Communications
Holding Company, we nor Vulcan Ventures beneficially owned any equity securities
of High Speed Access. See "Certain Relationships and Related
Transactions -- Business Relationships."

conditions and approval by the limited partners of Enstar Income Program II-1,
L.P. We expect that this sale will be consummated in the third quarter of 2002,
although no assurance is given regarding this matter.

PRODUCTS AND SERVICES

We offer our customers traditional cable television services and
programming as well as advanced high bandwidth services such as digital
television, cable modem high-speed Internet access and interactive television.
We plan to continue to enhance and upgrade these services by adding new
programming and other advanced products and services as they are developed. In
2001, we focused on our digital television and high-speed Internet services,
with several market deployments of video-on-demand. Because our upgraded systems
now allow us to offer advanced products and services in a greater number of
markets, in 2002 we will focus on increased deployment of high-speed Internet
access so that more customers will have access to both data and video services.

TRADITIONAL CABLE TELEVISION SERVICES. Customers subscribing to both
"basic" and "expanded basic" service generally receive a line-up of between 33
and 82 channels of television programming, depending on the bandwidth capacity
of the system. Customers who pay additional amounts can also subscribe to
additional channels, either individually or in packages, as add-ons to the basic
channels. We tailor both our basic channel line-up and our additional channel
offerings to each system according to demographics, programming preferences,
competition, price sensitivity and local regulation.

Our traditional cable television service offerings include the following:

- BASIC CABLE. All of our customers receive a package of basic
programming, transmitted via an analog signal, which generally consists
of local broadcast television, local community programming, including
governmental and public access, and limited satellite delivered or non-
broadcast channels.

- EXPANDED BASIC CABLE. This expanded programming level includes a package
of satellite-delivered or non-broadcast channels (such as ESPN, CNN and
Lifetime Television) in addition to the basic channel line-up.

- PREMIUM CHANNELS. These channels provide commercial-free movies, sports
and other special event entertainment programming. Home Box Office,
Cinemax, Showtime, the Movie Channel, Starz and Encore are examples of
premium channels. Although we offer subscriptions to premium channels on
an individual basis, we are offering an increasing number of premium
channel packages and are bundling premium channels with our advanced
services.

- PAY-PER-VIEW. These channels allow customers to pay on a per event basis
to view a single showing of a recently released movie, a one-time special
sporting event or music concert on a commercial-free basis.

ADVANCED PRODUCTS AND SERVICES. Cable's high bandwidth is a key factor in
the successful delivery of advanced products and services. A variety of emerging
technologies and increasing

Internet usage by our customer base have presented us with substantial
opportunities to expand our sources of revenue. In an increasing number of our
systems, we now offer a variety of advanced products and services, including:

- digital television and its related enhancements, such as an interactive
programming guide;

- high-speed Internet access via cable modem;

- interactive services related to on-screen broadcast programming, such as
Wink, which adds interactivity and electronic commerce opportunities to
traditional programming and advertising;

- virtual interactive channels for news, finance, weather, sports, shopping
and movie theater listings, accessible on television through a web-like
screen;

- video-on-demand;

- television-based Internet access, which allows customers to access the
Internet through the use of our two-way capable cable systems without the
need for a personal computer; and

- private network services, such as voice and data transmission services to
a network of interconnected locations of a single customer.

The following table summarizes our customer statistics for our analog and
digital cable and advanced products and services for the years ended December
31, 2001 and 2000:

AS OF DECEMBER 31,
-------------------------
2001 2000
----------- -----------

VIDEO SERVICES
Basic cable
Homes passed(a)........................................... 11,502,300 10,225,000
Basic customers(b)........................................ 6,953,700 6,350,900
Penetration(c)............................................ 60.5% 62.1%
Digital cable
Homes passed(a)........................................... 10,638,300 8,793,000
Digital customers......................................... 2,144,800 1,069,500
Penetration of homes passed(c)............................ 20.2% 12.2%
Penetration of basic customers............................ 30.8% 16.8%
Number of digital terminals deployed...................... 2,951,400 1,336,900
VIDEO-ON-DEMAND
Homes passed(a)........................................... 1,994,700 170,000
INTERNET AND OTHER DATA SERVICES
Cable modem high-speed Internet access
Homes passed(a)........................................... 7,560,600 5,550,800
Cable modem customers..................................... 607,700 215,900
Dial-up customers......................................... 37,100 36,500
Total data customers...................................... 644,800 252,400
Penetration(c)............................................ 8.5% 4.5%
INTERACTIVE TELEVISION (WINK)
Homes passed(a)........................................... 3,419,900 3,271,400
Interactive TV customers.................................. 679,100 304,400
AVERAGE MONTHLY REVENUE PER BASIC CUSTOMER(b)(d)............ $ 47.37 $ 44.94
AVERAGE MONTHLY OPERATING CASH FLOW PER BASIC
CUSTOMER(b)(e)............................................ $ 21.53 $ 20.24

- -------------------------

(a) Homes passed are the number of living units, such as single residence homes,
apartments and condominium units, passed by the cable television
distribution network in a given cable system service area to which we offer
the named service.

(b) Basic customers are customers who receive basic cable service. All of our
customers, including those receiving digital or advanced services, receive
basic cable service.

(d) Average monthly revenue per basic customer represents revenues from all
sources, divided by twelve, divided by the number of basic customers at the
end of the period.

(e) Average monthly operating cash flow per basic customer represents operating
cash flow (defined as revenues less the sum of operating, general and
administrative expenses and corporate expense charges), divided by twelve,
divided by the number of basic customers at the end of the period.

DIGITAL TELEVISION. As part of our systems upgrade, we are installing
headend equipment capable of delivering digitally encoded cable transmissions to
a two-way digital-capable set-top terminal in the customer's home. This digital
connection offers significant advantages. For example, we can compress the
digital signal to allow the transmission of up to twelve digital channels in the
bandwidth normally used by one analog channel. The increased channel capacity
will allow us to increase both programming and service offerings, including
offering video-on-demand to pay-per-view customers.

We offer digital service to our customers in several different service
combination packages. All digital packages include a digital set-top terminal,
an interactive electronic programming guide, 45 channels of CD quality digital
music, an expanded menu of pay-per-view channels and at least thirty additional
digital channels. In markets where Wink-enhanced programming and video-on-
demand are available, all of our digital customers also are able to receive
these services. Certain digital packages also offer customers one or more
premium channels of their choice with "multiplexes." Multiplexes give customers
access to several different versions of the same premium channel which are
varied as to time of broadcast (such as east and west coast time slots) or
programming content theme (such as westerns or romance). Other digital packages
bundle digital television with other advanced services, such as Internet access.

As of December 31, 2001, we had approximately 2.1 million digital customers
and our digital penetration was 20.2% of digital homes passed. We expect to
increase our digital customers to approximately 2.7 million by December 31,
2002.

CABLE MODEM-BASED HIGH-SPEED INTERNET ACCESS. We offer high-speed data and
Internet access to our residential customers primarily via cable modems attached
to personal computers, at speeds of up to approximately 50 times the speed of a
conventional telephone modem. As of December 31, 2001 we had approximately
607,700 cable modem high-speed Internet customers. Primarily as a result of
increased consumer demand, by December 31, 2002, we expect to increase the
number of our cable modem high-speed Internet access customers to between
approximately 1.2 million and 1.25 million.

We offer high-speed Internet access services under the Charter Pipeline
brand to our high-speed Internet access customers and in certain markets we
offer high-speed Internet access in conjunction with a third-party provider. In
October 2001, pursuant to an agreement between Charter Communications Holding
Company and Microsoft Corporation, we introduced for our Charter Pipeline
customers a custom start page that is co-branded with Microsoft's network of
websites, known as MSN, with content modules that we provide, including, for
example, movie trailers, previewing movies on pay-per-view and video-on-demand,
and television listings. In the second quarter of 2002, we expect to introduce a
custom browser that will be co-branded with the MSN browser and charter.com
e-mail. Our recent acquisition of high-speed Internet access assets from

High Speed Access in February 2002, included a customer contact center, network
operating center and provisioning software, all of which were being utilized to
service our high-speed cable modem Internet access customers.

On September 28, 2001, Excite@Home Corporation, the provider of high-speed
Internet access service to approximately 145,000, or 25%, of our data customers,
filed for protection under Chapter 11 of the U.S. Bankruptcy Code. By March 1,
2002, we successfully transitioned over all of our customers served by
Excite@Home to our Charter Pipeline(TM) service. As of December 31, 2001, after
giving effect to the Excite@Home transition and the High Speed Access
acquisition, approximately 87.3% of our high-speed Internet access customers
received our Charter Pipeline high-speed Internet access service and 13.7%
received services provided in conjunction with a third-party service provider.

TRADITIONAL DIAL-UP MODEM INTERNET ACCESS. Traditional dial-up Internet
access is available upon customer request in a limited number of our markets
where two-way cable modem Internet access is not yet available.

TV-BASED INTERNET ACCESS. We expect to launch the digeo(TM)
television-based Internet access service in St. Louis in the second half of
2002. This premium digeo(TM) product is designed to blend the power of the
Internet with the convenience of the television. Through the use of an advanced
digital set-top terminal companion, customers will be able to access
Internet-based streaming media on the television, including both local and
national news, sports and entertainment. The Internet domain name of customers
using this service will be "Charter TV." The digeo(TM) product is a "portal,"
which is an Internet web site that serves as a user's initial point of entry to
the World Wide Web. By offering selected content, services and links to other
web sites, a portal guides and directs users through the World Wide Web. In
addition, the portal generates revenues from advertising on its own web pages
and by sharing revenues generated by linked or featured web sites.

We plan to use digeo(TM) as our television-based portal for an initial
six-year period. An affiliate of Mr. Allen and one of our subsidiaries each owns
equity interests in digeo, inc. See "Certain Relationships and Related
Transactions -- Business Relationships."

Our WorldGate television-based Internet access service offers easy,
low-cost Internet access to customers at connection speeds ranging up to 128
kilobits per second. This service, with its user-friendly interface, appeals to
first-time Internet users and does not require the use of a personal computer,
an existing or additional telephone line, or any additional equipment. The
Internet domain name of the customers who use this service is "Charter.net."
This allows customers to switch or expand to our other Internet services without
a change of e-mail address. As of December 31, 2001, we had 557,100 homes passed
and 9,000 TV-based Internet customers.

VIDEO-ON-DEMAND. Roll-out of video-on-demand (VOD) service to digital
customers began in some of our markets in 2000, with expanded distribution in
2001. With VOD service, customers can access hundreds of movies and other
programming at any time, with digital picture quality. VOD allows full VCR
functionality, including the ability to pause, rewind and fast-forward programs.
Customers can also stop a program and resume watching it several hours later
during the rental period. In addition, the VOD programming available in a
particular market can be customized for market-based or customer preferences and
local interest. For example, foreign language or other local programming could
be offered in markets where such programming is likely to appeal to customers.
Generally, customers pay for VOD (such as movies) on a per-selection basis. Some
VOD programming is also available on a category basis (such as children's
programming) for a single monthly fee in addition to single selection purchases.

As of December 31, 2001, VOD was available to digital customers in systems
passing approximately 2.0 million homes in ten markets with approximately 300
titles available to customers. In systems where VOD is available, it is included
as a standard feature of our digital service

packages. By December 31, 2002, we expect video-on-demand to be available in
systems passing in excess of 4.0 million homes. In 2001, we relied on a single
source-provider for the hardware, software, programming content, and operational
support used for VOD. In 2002, we plan to add other sources for each of these
products and services and will attempt to secure some or all of the programming
content directly from programmers rather than through a third-party content
consolidator.

INTERACTIVE VIDEO PROGRAMMING. We provide interactive programming using
technology developed by Wink Communications, Inc. The Wink technology embeds
interactive features, such as additional information and statistics about a
television program or the option to order an advertised product, into
programming and advertisements. A customer with a Wink-enabled set-top terminal
and a Wink-enabled cable provider sees an icon flash on the screen when
additional Wink features are available to enhance a program or advertisement. By
pressing the select button on a standard remote control, a viewer of a
Wink-enhanced program is able to access additional information regarding such
program, including, for example, information on prior episodes or the program's
characters. A viewer watching an advertisement is able to access additional
information regarding the advertised product and may also be able to utilize the
two-way transmission features to order a product. We have bundled Wink's
services with our traditional cable services in both our advanced analog and
digital platforms. Wink's services are provided free of charge to the customer.
A company controlled by Mr. Allen has a minority equity interest in Wink. See
"Certain Relationships and Related Transactions -- Business Relationships."

Various programming networks, including CNN, NBC, ESPN, HBO, Showtime,
Lifetime, VH1, the Weather Channel and Nickelodeon, together currently produce
over 2,400 hours of Wink-enhanced programming per week. Under certain
revenue-sharing arrangements, we will modify our headend technology to allow
Wink-enabled programming to be offered on our systems. We receive fees from Wink
each time one of our customers uses Wink to request certain additional
information or order advertised products. In 2001 our customers averaged
approximately 381,000 clicks per week on Wink icons.

In September 2001, Charter Communications, Inc. amended its agreement with
digeo interactive, LLC, a subsidiary of digeo, inc., to provide that digeo would
provide Charter Interactive Channels (commonly known as "i-channels") to certain
of our customers receiving Wink services. In November 2001, we made this service
available to our digital subscribers in Glendale, California, and by March 1,
2002, the i-channels were available to an aggregate of 550,000 digital
subscribers. As of March 1, 2002, over 20% of the digital subscribers in these
markets were active users of the i-channels, with a per-user average of 12.5
screen views per week. We plan to deploy this service aggressively in 2002 and
intend to offer the service to over 1.0 million customers by December 31, 2002.
Currently, those digital subscribers receiving i-channels receive the service at
no additional charge.

TELEPHONY/VOICE SERVICES. We are exploring technologies using Internet
protocol telephony to transmit digital voice signals over our systems. We
launched preliminary Internet protocol telephony trials in 2001 and 2002, and
will continue with our market trials during 2002. Following these market trials,
we will evaluate the business model for deployment of this service. Commencing
in January 2002, we began offering traditional circuit switch-based telephony in
the St. Louis area to approximately 16,000 customers acquired in the AT&T
acquisition. We have marketed telephony services as a competitive access
provider in Wisconsin through one of our subsidiaries and are currently
exploring the expansion of our services as a competitive access provider in
other states.

OTHER NEW BUSINESS INITIATIVES. We are seeking to provide our customers in
2002 with advanced broadband media center terminals that include digital video
recording capabilities (commonly referred to as "DVR") and operate in
conjunction with certain existing digital set top terminals. Built-in DVR
capability in the set-top terminal will enable customers to store video, audio

and Internet content. In February 2002, we signed an agreement with Motorola,
Inc. to engineer, manufacture and market these media centers, and a stand-alone
unit is also planned for development. digeo, inc. collaborated with us on the
design for the advanced broadband media centers. An affiliate of Mr. Allen and
one of our subsidiaries each owns an equity interest in digeo, inc. See "Certain
Relationships and Related Transaction -- Business Relationships."

We expect to offer high-definition television (HDTV) on a limited basis in
five test markets by the end of the first half of 2002, and in at least two
additional test markets by the third quarter of 2002. HDTV will provide our
digital customers with video services at a higher resolution than standard
television. We hope to expand our offering of HDTV to additional markets and to
increase the number of channels for which we provide HDTV by December 31, 2002.

In addition, in 2002 we are anticipating that we will be able to expand our
offering of subscription video-on-demand (commonly known as "SVOD"), or VOD
programming that is available on a category basis, for a single monthly fee,
beyond children's programming to include premium programming. If we are
successful in expanding this offering, our customers receiving SVOD would have
access to the regular programming provided by many of our program providers and
access to a certain number of movies carried by these providers.

We are also exploring the deployment of wireless networking technology for
our residential cable modem customers. This will initially be available to cable
modem customers who will utilize the technology over multiple personal
computers. The service is expected to eventually have a broader application by
allowing shared use of other video-based data throughout the home.

We evaluate the feasibility and profitability of our new business
initiatives on an ongoing basis to understand the risks and benefits posed by
investing in such new products and services and to gauge our interest and
commitment level with respect to these new products. Because we launch new
products and services in a limited number of targeted markets, we do not expect
these initiatives to produce meaningful or material revenues or cash flows.
Additionally, because it takes time for new products and services to gain
acceptance and reach certain utilization levels, we cannot predict when, if
ever, such initiatives would begin to produce such revenues or cash flow.

PRIVATE BUSINESS NETWORKS. We established Charter Business Networks as a
separate division to offer integrated network solutions for data, video,
Internet and private voice communications to commercial and institutional
customers in certain of our markets. These solutions include virtual local area
and wide area networks with bandwidth and Internet access capacity based on
customer needs, supported by remote monitoring.

SALE OF LOCAL ADVERTISING. We receive revenue from the sale of local
advertising on satellite-delivered networks such as MTV, CNN and ESPN. In any
particular system, we generally insert local advertising on a minimum of twelve
networks, and have covered up to 40 channels. Our system rebuild and additional
digital services launches have increased the number of channels, and made it
possible to insert local advertising. In addition, we receive revenue from
certain programmers related to the launch of new cable television channels.

HOME SHOPPING. In 2001, we received revenues from channels devoted
exclusively to home shopping (such as HSN) and other channels that allow us to
insert infomercials during off-peak hours.

PRICING FOR OUR PRODUCTS AND SERVICES

Our revenues are derived principally from the monthly fees our customers
pay for cable services. The prices we charge vary based on the market served and
level of service selected and are usually adjusted on an annual basis. As of
December 31, 2001, the average monthly fee was $13.22 for basic service and
$23.84 for expanded basic service. A one-time installation fee, which may be
waived in
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part during certain promotional periods, is charged to new customers. We believe
our price practices are in accordance with Federal Communications Commission
guidelines and are consistent with those prevailing in the industry generally.
See "Regulation and Legislation."

In accordance with the Federal Communications Commission's rules, the
prices we charge for cable-related equipment, such as set-top terminals and
remote control devices, and installation services are based on actual costs plus
a permitted rate of return.

Although our service offerings vary by market because of differences in the
bandwidth capacity of the cable systems in each of our markets and competitive
and regulatory factors, our services, when offered on a stand-alone basis, are
typically offered at monthly price ranges as follows:

SERVICE PRICE RANGE
- ------- ---------------

Basic cable............................................ $ 9.88 - $17.00
Expanded basic cable................................... $17.00 - $33.63
Premium channel........................................ $11.95 - $13.95
Pay-per-view (per movie or event)...................... $ 3.95 - $49.95
Digital cable video packages........................... $45.95 - $85.95
High-speed Internet access by cable modem.............. $29.95 - $79.95
Video-on-demand (per selection)........................ $ 0.99 - $12.95

OUR NETWORK TECHNOLOGY

As of December 31, 2001, our cable systems consisted of approximately
210,228 sheath miles, including approximately 43,046 sheath miles of fiber optic
cable, passing approximately 11.5 million households and serving approximately 7
million customers. Fiber optic cable is a communication medium that uses glass
fibers to transmit signals over long distances with minimum signal loss or
distortion.

The following table describes the current technological state of our
systems as of December 31, 2001 and the anticipated progress of planned upgrades
through 2003, based on the percentage of our customers who will have access to
the bandwidths listed below and two-way capability:

550 MEGAHERTZ
LESS THAN TO TWO-WAY
550 MEGAHERTZ 660 MEGAHERTZ 750 MEGAHERTZ 870 MEGAHERTZ CAPABILITY
------------- ------------- ------------- ------------- ----------

December 31, 2001....... 19.7% 9.6% 40.7% 30.0% 73.1%
December 31, 2002....... 9.3% 6.2% 40.8% 43.8% 86.1%
December 31, 2003....... 7.8% 4.9% 40.4% 46.9% 88.5%

We have adopted the hybrid fiber coaxial cable (HFC) architecture as the
standard for our ongoing systems upgrades. HFC architecture combines the use of
fiber optic cable with coaxial cable. Fiber optic cable has excellent broadband
frequency characteristics, noise immunity and physical durability and can carry
hundreds of video, data and voice channels over extended distances. Coaxial
cable is less expensive and requires a more extensive signal amplification in
order to obtain the desired transmission levels for delivering channels. In most
systems, we deliver our signals via fiber optic cable from the headend to a
group of nodes, and use coaxial cable to deliver the signal from individual
nodes to the homes passed served by that node. Our system design enables a
maximum of 500 homes passed to be served by a single node. Currently, our
average node serves approximately 380 homes passed. Our system design provides
for six strands of fiber to each node, with two strands activated and four
strands reserved for future services (sometimes referred to as "dark fiber"). We
believe that this hybrid network design provides high capacity and superior
signal quality, and will

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enable us to provide the newest forms of telecommunications services to our
customers. It also provides reserve capacity for the addition of future
services.

The primary advantages of HFC architecture over traditional coaxial-only
cable networks include:

- increased bandwidth capacity, for more channels and other services;

- dedicated bandwidth for two-way services, which avoids reverse signal
interference problems that can otherwise occur with two-way communication
capability;

- improved picture quality and service reliability; and

- operating efficiencies resulting from a reduced number of headends.

In 2001, we established a fully operational national network operations
center to monitor our networks and ensure maximum quality of service. Monitoring
becomes increasingly important as we increase the number of customers utilizing
two-way high-speed data service. In February 2002, we acquired a fully
operational network operations center from High Speed Access Corp., which we
will convert into a regional network operations center. By December 31, 2003, we
expect to operate nine regional operations centers that will focus on local
network operations. These regional operations centers will be either new
facilities or conversions of existing facilities.

MANAGEMENT OF OUR SYSTEMS

Our operating philosophy emphasizes decentralized management, with
decisions being made as close to the customer as possible. In January 2002, we
restructured from two to three operating divisions and consolidated from twelve
to ten operating regions; the existing Eastern Division was subdivided into four
operating regions; the Western Division was subdivided into three operating
regions; and the Midwest Division was subdivided into three operating regions.
Each of the three divisions is managed by a Senior Vice President, who is
responsible for the overall supervision of the operating regions within the
division. Each operating region is separately managed and supported by
operational, marketing and engineering personnel at the regional and local
system level.

Our consolidation of certain functions at the regional level has resulted
in numerous operating efficiencies and superior customer care. At the same time,
our centralized financial management by our corporate office enables us to set
financial and operating benchmarks and monitor system performance on an ongoing
basis. Our corporate office also performs certain financial functions such as
accounting, finance and acquisitions, payroll and benefit administration,
internal audit, purchasing and programming contract administration on a
centralized basis.

MARKETS

We provide our cable and other services throughout 40 of the 48 continental
United States, with approximately 80% of our customers located in 14 states. The
following table shows our major

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strategic markets and the number of basic customers in each of these markets as
of December 31, 2001:

NUMBER OF
MARKET BASIC CUSTOMERS
- ------ ---------------

Los Angeles, California................................. 521,000
St. Louis, Missouri..................................... 512,000
Greenville/Spartanburg, South Carolina.................. 333,000
Madison, Wisconsin...................................... 237,000
Atlanta, Georgia........................................ 232,000
Charleston, West Virginia............................... 193,000
Fort Worth, Texas....................................... 190,000
Birmingham, Alabama..................................... 170,000
Worcester, Massachusetts................................ 155,000
Reno, Nevada............................................ 151,000
Hickory, North Carolina................................. 133,000
Kingsport, Tennessee.................................... 129,000
Bay City, Michigan...................................... 120,000
Fond du Lac, Wisconsin.................................. 111,000
---------
Total.............................................. 3,187,000
=========

SALES AND MARKETING

We have a strong team responsible for overseeing the sales and the
marketing strategies of our individual systems. We have a dedicated marketing
manager in each of our significant systems, while smaller systems are handled
regionally. We believe our success in marketing comes in large part from new and
innovative ideas and from good interaction, quick information flow and sharing
of best practices between our corporate office, which handles programs and
administration, and our field offices, which implement the various programs. In
addition, we constantly monitor the regulatory arena, customer perception,
competition, pricing and product preferences to increase our responsiveness to
our customers.

Our long-term marketing objective is to increase our revenue growth per
household. We hope that customers will come to view their cable connection as
the best "pipeline" to the home for a multitude of services. To achieve this
objective, we are pursuing the following strategies:

- package product offerings to promote the sale of multiple advanced and
premium services, provide an attractive price/value relationship to our
customers, and enable greater opportunity for customer entertainment and
information choices;

- increase the number of residential consumers who subscribe to digital
service, which enables them to receive a greater variety of television
channels and interactive services;

- increase the number of systems where our advanced products and services
are available;

- be a market leader in the introduction of new advanced products and
services;

- educate customers about the advantages offered by advanced products and
services;

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- target marketing opportunities based on geodemographic data and past
purchasing behavior; and

- employ Charter branding of products to promote customer awareness and
loyalty, including retention of Dan Aykroyd as celebrity spokesperson.

We invest significant amounts of time, effort and financial resources in
marketing new and existing services. To increase customer penetration and
increase the level of services used by our customers, we use coordinated
marketing techniques, including door-to-door solicitation, media advertising,
e-marketing, and proprietary locations. We have developed specialized programs
to attract customers who have never subscribed for cable services and customers
of competitive services. In 2001, we began to sell our services through consumer
electronics retailers and other retailers that sell televisions or cable modems.

CUSTOMER CARE

Maximizing customer satisfaction is a key element of our business strategy.
In support of our commitment to customer satisfaction, we operate a 24-hour
customer service hotline for nearly all of our systems and offer on-time
installation and service guarantees.

To better serve our customers, we are consolidating some of our local
customer care functions at the regional level. As of December 31, 2001, the ten
largest customer contact centers handled approximately 38% of our customers. In
February 2002, through our acquisition of the high-speed Internet access assets
of High Speed Access, we acquired an additional customer contact center
dedicated to serving cable modem high-speed Internet access customers. By
establishing regional customer contact centers, we are able to service our
customers 24 hours a day, seven days a week, with highly trained personnel.
These regional centers utilize state-of-the-art equipment that enhances all
interactions with our customers and provides a high-performance employee
environment. Our customer care specialists receive extensive training to develop
customer contact skills and product knowledge that are critical to high rates of
customer retention as well as to selling additional services and higher levels
of service to our customers. We expect that our customer care functions will
benefit from the additional technologies available as our national and regional
network operations centers open in the related area. We utilize surveys, focus
groups and other research tools as part of our efforts to determine and respond
to customer needs.

Consistent with our focus on customer satisfaction, we have implemented
stringent customer care standards that we believe meet or exceed those
established by the National Cable Television Association, the Washington,
D.C.-based trade association for the cable industry.

PROGRAMMING

GENERAL. We believe that offering a wide variety of conveniently scheduled
programming is an important factor influencing a customer's decision to
subscribe to and retain our cable services. We devote considerable resources to
obtaining access to a wide range of programming that we believe will appeal to
both existing and potential customers. We rely on extensive market research,
customer demographics and local programming preferences to determine channel
offerings in each of our markets. We obtain basic and premium programming from a
number of suppliers, usually pursuant to a written contract. Our programming
contracts generally continue for a fixed period of time, usually from three to
ten years, and are subject to negotiated renewal. Some program suppliers offer
financial support for the launch of a new channel and ongoing marketing support.
We also try to negotiate volume discount pricing structures.

COSTS. Programming tends to be made available to us for a flat fee per
customer. However, some channels are available without cost to us. In connection
with the launch of a new channel, we

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may receive a distribution fee to support the channel launch. For home shopping
channels, we receive a percentage of the amount spent in home shopping purchases
by our customers on channels we carry.

Our cable programming costs have increased in recent years and are expected
to continue to increase due to factors including:

- additional programming being provided to customers as a result of system
rebuilds that increase channel capacity;

- increased cost to produce or purchase cable programming;

- inflationary or negotiated annual increases; and

- system acquisitions that increase the number of customers.

In every year we have operated, our costs to acquire programming have
exceeded customary inflationary and cost-of-living type increases. In
particular, sports programming costs have increased significantly over the past
several years. In addition, contracts to purchase sports programming sometimes
contain built-in cost increases for programming added during the term of the
contract.

Under rate regulations of the Federal Communications Commission, cable
operators may increase their rates to customers to cover increased costs for
programming, subject to certain limitations. See "Regulation and Legislation."

FRANCHISES

As of December 31, 2001, our systems operated pursuant to a total of
approximately 4,570 franchises, permits and similar authorizations issued by
local and state governmental authorities. Each franchise is awarded by a
governmental authority and is usually not transferable unless the granting
governmental authority consents. Most franchises are subject to termination
proceedings in the event of a material breach. In addition, most franchises
require us to pay the granting authority a franchise fee of up to 5.0% of gross
revenues, which is the maximum amount that may be charged under the applicable
federal law.

Prior to the scheduled expiration of most franchises, we initiate renewal
proceedings with the granting authorities. This process usually takes three
years but can take a longer period of time. The Communications Act provides for
an orderly franchise renewal process in which granting authorities may not
unreasonably withhold renewals. If a renewal is withheld and the granting
authority takes over operation of the affected cable system or awards the cable
franchise to another party, the granting authority must pay the existing cable
operator the "fair market value" of the physical system assets. However, there
is no requirement that the granting authority take over the operation or award
it to another party. The Communications Act also established comprehensive
renewal procedures requiring that an incumbent franchisee's renewal application
be evaluated on its own merit and not as part of a comparative process with
competing applications. In connection with the franchise renewal process, many
governmental authorities require the cable operator to make certain commitments,
such as technological upgrades to the system. Although historically we have been
able to renew our franchises without incurring significant costs, we cannot
assure you that any particular franchise will be renewed or that it can be
renewed on commercially favorable terms. Our failure to obtain renewals of our
franchises, especially those in major metropolitan areas where we have the most
customers, would have a material adverse effect on our business, results of
operations and financial condition. Approximately 37% of our franchises covering
approximately 37% of our basic cable customers expire within five years of
December 31, 2001.

Under the 1996 Telecom Act, state and local authorities are prohibited from
limiting, restricting or conditioning the provision of telecommunications
services. They may, however, impose "competi-

104

tively neutral" requirements and manage the public rights-of-way. Granting
authorities may not require a cable operator to provide telecommunications
services or facilities, other than institutional networks, as a condition of an
initial franchise grant, a franchise renewal, or a franchise transfer. The 1996
Telecom Act also limits franchise fees to an operator's cable-related revenues
and clarifies that they do not apply to revenues that a cable operator derives
from providing new telecommunications services. In a March 2002 decision, the
Federal Communications Commission tentatively held that a cable operator's
provision of Internet access service should not subject the operator to
additional franchising requirements nor should the revenue derived from such
service be subject to local franchise fee assessments.

We believe our relations with the franchising authorities under which our
systems are operated are generally good. Substantially all of the material
franchises relating to our systems which are eligible for renewal have been
renewed or extended at or prior to their stated expiration dates.

COMPETITION

We face competition in the areas of price, products and services, and
service reliability. We compete with other providers of television signals and
other sources of home entertainment. In addition, as we expand into additional
services such as high-speed Internet access, interactive services and telephony,
we face competition from other providers of each type of service. We operate in
a very competitive business environment which can adversely affect our business
and operations.

Through business developments such as the merger of Tele-Communications,
Inc. and AT&T and the merger of America Online, Inc. (AOL) and Time Warner Inc.,
customers have come to expect a variety of services from a single provider.
While these mergers are not expected to have a direct or immediate impact on our
business, they encourage providers of cable and telecommunications services to
expand their service offerings. They also encourage consolidation in the cable
industry, such as the proposed merger of AT&T Broadband with Comcast Corp., the
largest and third largest cable providers in the country, as cable operators
recognize the competitive benefits of a large customer base and expanded
financial resources.

Our key competitors include:

DBS. Direct broadcast satellite, known as DBS, is a significant competitor
to cable systems. The DBS industry has grown rapidly over the last several
years, far exceeding the growth rate of the cable television industry, and now
serves more than 17 million subscribers nationwide. DBS service allows the
subscriber to receive video and high-speed Internet access services directly via
satellite using a relatively small dish antenna. Moreover, video compression
technology allows DBS providers to offer more than 100 digital channels, thereby
surpassing the typical analog cable system.

DBS companies historically were prohibited from retransmitting popular
local broadcast programming. However, a change to the copyright laws in 1999
eliminated this legal impediment. As a result, DBS companies now may retransmit
such programming, once they have secured retransmission consent from the popular
broadcast stations they wish to carry, and they faced mandatory carriage
obligations of less popular broadcast stations as of January 2002. In response
to the legislation, DirecTV, Inc. and EchoStar Communications Corporation have
begun carrying the major network stations in the nation's top television
markets. DBS, however, is limited in the local programming it can provide
because of the current capacity limitations of satellite technology, and the DBS
companies currently offer local broadcast programming only in the larger U.S.
markets. The DBS industry initiated a judicial challenge to the 2002 requirement
mandating carriage of less popular broadcast stations. This lawsuit alleges that
the requirement (similar to the one applicable to cable systems) is
unconstitutional. The federal district court and circuit court both rejected the
DBS

105

industry's constitutional challenge, but the industry is now seeking review by
the U.S. Supreme Court.

In October 2001, EchoStar and DirecTV, the two largest DBS providers in the
country, announced EchoStar's planned merger with DirecTV, subject to, among
other things, regulatory approval. If approved by regulators and consummated,
the proposed merger would provide expanded transmission capacity for a single
company serving more than 17 million customers. It is unclear what impact the
consolidation of these two companies will have on the competition we face from
the DBS industry. EchoStar and DirecTV have announced, however, that the merger
would afford the surviving entity sufficient capacity to expand the carriage of
local broadcast programming to every U.S. television market.

DSL. The deployment of digital subscriber line technology, known as DSL,
allows Internet access to subscribers at data transmission speeds greater than
available over conventional telephone lines. DSL service therefore is
competitive with high-speed Internet access over cable systems. Several
telephone companies and other companies offer DSL service. There are bills now
before Congress that would reduce regulation of Internet services offered by
incumbent telephone companies, and the Federal Communications Commission
recently initiated a rulemaking proceeding that could materially reduce existing
regulation of DSL service, essentially freeing such service from traditional
telecommunications regulation. The Federal Communications Commission's decisions
and policies in this area are subject to change. We cannot predict the
likelihood of success of the Internet access services offered by our
competitors, or the impact on our business and operations of these competitive
ventures.

DSL and other forms of high-speed Internet access provide competition to
our own provision of Internet access. For example, EchoStar and DirecTV have
both begun the provision of high-speed Internet access to residential consumers.
High-speed Internet access also facilitates the streaming of video into homes
and businesses. As the quality and availability of video streaming over the
Internet improve, video streaming may compete with the traditional delivery of
video programming services over cable systems. It is possible that programming
suppliers will consider bypassing cable operators and market their services
directly to the consumer through video streaming over the Internet.

BROADCAST TELEVISION. Cable television has long competed with broadcast
television, which consists of television signals that the viewer is able to
receive without charge using an "off-air" antenna. The extent of such
competition is dependent upon the quality and quantity of broadcast signals
available through "off-air" reception compared to the services provided by the
local cable system. The recent licensing of digital spectrum by the Federal
Communications Commission will provide incumbent television licenses with the
ability to deliver high definition television pictures and multiple
digital-quality program streams, as well as advanced digital services such as
subscription video and data transmission.

TRADITIONAL OVERBUILDS. Cable television systems are operated under
non-exclusive franchises granted by local authorities. More than one cable
system may legally be built in the same area. It is possible that a franchising
authority might grant a second franchise to another cable operator and that such
a franchise might contain terms and conditions more favorable than those
afforded us. In addition, entities willing to establish an open video system,
under which they offer unaffiliated programmers non-discriminatory access to a
portion of the system's cable system, may be able to avoid local franchising
requirements. Well-financed businesses from outside the cable industry, such as
public utilities that already possess fiber optic and other transmission lines
in the areas they serve, may over time become competitors. There are a number of
cities that have constructed their own cable systems, in a manner similar to
city-provided utility services. There also has been interest in traditional
overbuilds by private companies. Constructing a competing cable system is a
capital intensive process which involves a high degree of risk. We believe that
in order to be successful, a

106

competitor's overbuild would need to be able to serve the homes and businesses
in the overbuilt area on a more cost-effective basis than us. Any such overbuild
operation would require either significant access to capital or access to
facilities already in place that are capable of delivering cable television
programming.

As of December 31, 2001, we are aware of overbuild situations impacting
approximately 3.5% of our total basic customers, and potential overbuild
situations in areas servicing approximately 4.6% of our total basic customers,
together representing a total of approximately 8.1% of our basic customers.
Additional overbuild situations may occur in other systems. In response to such
overbuilds, these systems have been designated priorities for the upgrade of
cable plant and the launch of new and enhanced services. As of December 31,
2001, we have upgraded many of these systems to at least 750 megahertz two-way
HFC architecture.

TELEPHONE COMPANIES AND UTILITIES. The competitive environment has been
significantly affected by technological developments and regulatory changes
enacted under the 1996 Telecom Act, which was designed to enhance competition in
the cable television and local telephone markets. Federal cross-ownership
restrictions historically limited entry by local telephone companies into the
cable business. The 1996 Telecom Act modified this cross-ownership restriction,
making it possible for local exchange carriers, who have considerable resources,
to provide a wide variety of video services competitive with services offered by
cable systems.

Several telephone companies have obtained or are seeking cable franchises
from local governmental authorities and are constructing cable systems. Some
local exchange carriers may choose to make broadband services available under
the open video regulatory framework of the Federal Communications Commission or
through wireless technology. In addition, local exchange carriers provide
facilities for the transmission and distribution of voice and data services,
including Internet services, in competition with our existing or potential
interactive services ventures and businesses. We cannot predict the likelihood
of success of the broadband services offered by our competitors or the impact on
us of such competitive ventures. Although enthusiasm on the part of local
exchange carriers appears to have waned in recent months, the entry of telephone
companies as direct competitors in the video marketplace may become more
widespread and could adversely affect the profitability and valuation of
established cable systems.

As we expand our offerings to include Internet access and other
telecommunications services, we will be subject to competition from other
telecommunications providers. The telecommunications industry is highly
competitive and includes competitors with greater financial and personnel
resources, who have brand name recognition and long-standing relationships with
regulatory authorities and customers. Moreover, mergers, joint ventures and
alliances among franchise, wireless or private cable operators, local exchange
carriers and others may result in providers capable of offering cable
television, Internet, and telecommunications services in direct competition with
us.

Additionally, we are subject to competition from utilities which possess
fiber optic transmission lines capable of transmitting signals with minimal
signal distortion.

PRIVATE CABLE. Additional competition is posed by satellite master antenna
television systems known as "SMATV systems" serving multiple dwelling units,
referred to in the cable industry as "MDUs", such as condominiums, apartment
complexes, and private residential communities. These private cable systems may
enter into exclusive agreements with such MDUs, which may preclude operators of
franchise systems from serving residents of such private complexes. Private
cable systems can offer both improved reception of local television stations and
many of the same satellite-delivered program services which are offered by cable
systems. SMATV systems currently benefit from operating advantages not available
to franchised cable systems, including fewer regulatory burdens and no
requirement to service low density or economically depressed communities.
Exemption from

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regulation may provide a competitive advantage to certain of our current and
potential competitors. The Federal Communications Commission ruled in 1998 that
private cable operators can lease video distribution capacity from local
telephone companies and distribute cable programming services over public
rights-of-way without obtaining a cable franchise. In 1999, both the Fifth and
Seventh Circuit Courts of Appeals upheld this Federal Communications Commission
policy.

WIRELESS DISTRIBUTION. Cable television systems also compete with wireless
program distribution services such as multi-channel multipoint distribution
systems or "wireless cable," known as MMDS. MMDS uses low-power microwave
frequencies to transmit television programming over-the-air to paying customers.
Wireless distribution services generally provide many of the programming
services provided by cable systems, and digital compression technology is likely
to increase significantly the channel capacity of their systems. Both analog and
digital MMDS services require unobstructed "line of sight" transmission paths.

PROPERTIES

Our principal physical assets consist of a cable television distribution
plant and equipment, including signal receiving, encoding and decoding devices,
headend reception facilities, distribution systems and customer drop equipment
for each of our cable television systems.

Our cable television plant and related equipment are generally attached to
utility poles under pole rental agreements with local public utilities and
telephone companies, and in certain locations are buried in underground ducts or
trenches. We own or lease real property for signal reception sites and own most
of our service vehicles.

Our subsidiaries generally own the real property and buildings for our
regional data center, customer contact centers and our regional and divisional
administrative offices. Our subsidiaries generally have leased space for
business offices throughout our operating regions, although an increasing number
of our systems are now purchasing property for system offices. Our headend and
tower locations are located on owned or leased parcels of land, and we generally
own the towers on which our equipment is located. Charter Communications Holding
Company owns the real property and building for our principal executive offices.

The physical components of our cable systems require maintenance and
periodic upgrades to support the new services and products we introduce. We
believe that our properties are in good operating condition and are suitable for
our business operations.

EMPLOYEES

Pursuant to a mutual services agreement between Charter Communications,
Inc., Charter Investment, Inc. and Charter Communications Holding Company,
Charter Communications Holding Company leases the necessary personnel and
provides services to Charter Communications, Inc. to manage Charter
Communications Holding Company and its subsidiaries, including us. The mutual
services agreement provides that Charter Investment and Charter Communications
Holding Company will provide services to Charter Communications, Inc. on a cost
reimbursement basis. The corporate office includes employees of Charter
Communications, Inc. and Charter Communications Holding Company, which total
approximately 500 employees. The corporate office is responsible for
coordinating and overseeing our operations, including certain critical
functions, such as marketing and engineering, that are conducted by personnel at
the regional and local system level. The corporate office also performs certain
financial functions such as accounting, finance and acquisitions, payroll and
benefit administration, internal audit, purchasing and programming contract
administration on a centralized basis. See "Certain Relationships and Related
Transactions -- Management and Consulting Arrangements."

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As of December 31, 2001, we had approximately 17,200, full-time equivalent
employees, approximately 300 of which were represented by collective bargaining
agreements. We believe we have a good relationship with our employees and have
never experienced a work stoppage.

LEGAL PROCEEDINGS

We are involved from time to time in routine legal matters and other claims
incidental to our business. We believe that the resolution of such matters,
taking into account established reserves and insurance, will not have a material
adverse impact on our consolidated financial position or results of operations.

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REGULATION AND LEGISLATION

The following summary addresses the key regulatory developments and
legislation affecting the cable industry.

The operation of a cable system is extensively regulated by the Federal
Communications Commission, some state governments and most local governments.
The Federal Communications Commission has the authority to enforce its
regulations through the imposition of substantial fines, the issuance of cease
and desist orders and/or the imposition of other administrative sanctions, such
as the revocation of Federal Communications Commission licenses needed to
operate certain transmission facilities used in connection with cable
operations. The 1996 Telecom Act altered the regulatory structure governing the
nation's communications providers. It removed barriers to competition in both
the cable television market and the local telephone market. Among other things,
it reduced the scope of cable rate regulation and encouraged additional
competition in the video programming industry by allowing local telephone
companies to provide video programming in their own telephone service areas.

The 1996 Telecom Act required the Federal Communications Commission to
undertake a host of implementing rulemakings. Moreover, Congress and the Federal
Communications Commission have frequently revisited the subject of cable
regulation. Future legislative and regulatory changes could adversely affect our
operations.

CABLE RATE REGULATION

The 1992 Cable Act imposed an extensive rate regulation regime on the cable
television industry, which limited the ability of cable companies to increase
subscriber fees. Under that regime, all cable systems were subjected to rate
regulation, unless they faced "effective competition" in their local franchise
area. Federal law defines "effective competition" on a community-specific basis
as requiring satisfaction of certain conditions. These conditions are not
typically satisfied in the current marketplace; hence, most cable systems
potentially are subject to rate regulation. However, with the rapid growth of
DBS, it is likely that additional cable systems will soon qualify for "effective
competition" and thereby avoid further rate regulation.

Although the Federal Communications Commission established the underlying
regulatory scheme, local government units, commonly referred to as local
franchising authorities, are primarily responsible for administering the
regulation of the lowest level of cable service--the basic service tier, which
typically contains local broadcast stations and public, educational, and
government access channels. Before a local franchising authority begins basic
service rate regulation, it must certify to the Federal Communications
Commission that it will follow applicable federal rules. Many local franchising
authorities have voluntarily declined to exercise their authority to regulate
basic service rates. Local franchising authorities also have primary
responsibility for regulating cable equipment rates. Under federal law, charges
for various types of cable equipment must be unbundled from each other and from
monthly charges for programming services.

As of December 31, 2001, approximately 16.3% of our local franchising
authorities were certified to regulate basic tier rates. Because the 1992 Cable
Act permits communities to become certified and regulate rates at any time, it
is possible that additional localities served by the systems may choose to
certify and regulate basic rates in the future.

For regulated cable systems, the basic service tier rate increases are
governed by a complicated price cap scheme devised by the Federal Communications
Commission that allows for the recovery of inflation and certain increased
costs, as well as providing some incentive for system upgrades. Operators also
have the opportunity to bypass this "benchmark" regulatory scheme in favor of
traditional "cost-of-service" regulation in cases where the latter methodology
appears favorable. Cost

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of service regulation is a traditional form of rate regulation, under which a
utility is allowed to recover its costs of providing the regulated service, plus
a reasonable profit.

With regard to cable programming service tiers, which are the expanded
basic programming packages that offer services other than basic programming and
which typically contain satellite-delivered programming, the Federal
Communications Commission historically administered rate regulation of these
tiers. Under the 1996 Telecom Act, however, the Federal Communications
Commission's authority to regulate cable programming service tier rates expired
on March 31, 1999. The Federal Communications Commission still adjudicates cable
programming service tier complaints filed prior to that date, but strictly
limits its review, and possible refund orders, to the time period prior to March
31, 1999. As of December 31, 2001, we had cable programming service tier rate
complaints relating to approximately 93 franchise areas pending at the Federal
Communications Commission. We do not believe any adjudications regarding these
complaints will have a material adverse effect on our business. The elimination
of cable programming service tier regulation affords us substantially greater
pricing flexibility.

Premium cable services offered on a per-channel or per-program basis remain
unregulated under both the 1992 Cable Act and the 1996 Telecom Act. However,
federal law requires that the basic service tier be offered to all cable
subscribers and limits the ability of operators to require purchase of any cable
programming service tier if a customer seeks to purchase premium services
offered on a per-channel or per-program basis, subject to a technology exception
which expires in October 2002. The 1996 Telecom Act also relaxes existing
"uniform rate" requirements by specifying that uniform rate requirements do not
apply where the operator faces "effective competition," and by exempting bulk
discounts to multiple dwelling units, although complaints about predatory
pricing still may be made to the Federal Communications Commission.

CABLE ENTRY INTO TELECOMMUNICATIONS AND POLE ATTACHMENT RATES

The 1996 Telecom Act creates a more favorable environment for us to provide
telecommunications services beyond traditional video delivery. It provides that
no state or local laws or regulations may prohibit or have the effect of
prohibiting any entity from providing any interstate or intrastate
telecommunications service. A cable operator is authorized under the 1996
Telecom Act to provide telecommunications services without obtaining a separate
local franchise. States are authorized, however, to impose "competitively
neutral" requirements regarding universal service, public safety and welfare,
service quality, and consumer protection. State and local governments also
retain their authority to manage the public rights-of-way and may require
reasonable, competitively neutral compensation for management of the public
rights-of-way when cable operators provide telecommunications service. The
favorable pole attachment rates afforded cable operators under federal law can
be gradually increased by utility companies owning the poles if the operator
provides telecommunications service, as well as cable service, over its plant.
The Federal Communications Commission clarified that a cable operator's
favorable pole rates are not endangered by the provision of Internet access, and
that approach ultimately was upheld by the United States Supreme Court.

Cable entry into telecommunications will be affected by the rulings and
regulations implementing the 1996 Telecom Act, including the rules governing
interconnection. A cable operator offering telecommunications services generally
needs efficient interconnection with other telephone companies to provide a
viable service. A number of details designed to facilitate interconnection are
subject to ongoing regulatory and judicial review, but the basic obligation of
incumbent telephone companies to interconnect with competitors, such as cable
companies offering telephone service, is well established. Even so, the economic
viability of different interconnection arrangements can be greatly affected by
regulatory changes. Consequently, we cannot predict whether reasonable
interconnection terms will be available in any particular market we may choose
to enter.

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INTERNET SERVICE

Over the past several years, proposals have been advanced at the Federal
Communications Commission and Congress that would require cable operators to
provide non-discriminatory access to unaffiliated Internet service providers and
online service providers. Several local franchising authorities actually adopted
mandatory "open access" requirements, but various federal courts have rejected
each of these actions, relying on different legal theories.

In March 2002, the Federal Communications Commission ruled that cable modem
service (that is, the provision of high speed internet access over cable system
infrastructure) is an interstate information service, rather than a cable or
telecommunications service. This classification should leave cable modem service
exempt from the burdens associated with traditional cable and telecommunications
regulation. Indeed, the Federal Communications Commission tentatively concluded
that revenue earned from the provision of cable service is not subject to local
cable franchise fee assessments. With regard to the open access question, the
Federal Communications Commission specifically held that, regardless of
classification, regulatory forbearance should now apply.

The full consequences of classifying cable modem service as an interstate
information service are not yet fully known. The Federal Communications
Commission is already considering whether providers of cable modem service
should contribute to the federal government's universal service fund. This
contribution could more than offset the savings associated with excluding cable
modem service from local franchise fee assessments. The Federal Communications
Commission also initiated a rulemaking proceeding to determine whether its
jurisdiction over information services still might warrant imposition of open
access requirements in the future. Finally, the information services
classification itself is likely to be subject to judicial review. If regulators
ultimately were allowed to impose Internet access requirements on cable
operators, it could burden the capacity of cable systems and complicate our own
plans for providing Internet service.

TELEPHONE COMPANY ENTRY INTO CABLE TELEVISION

The 1996 Telecom Act allows telephone companies to compete directly with
cable operators by repealing the historic telephone company/cable
cross-ownership ban. Local exchange carriers can now compete with cable
operators both inside and outside their telephone service areas with certain
regulatory safeguards. Because of their resources, local exchange carriers could
be formidable competitors to traditional cable operators. Various local exchange
carriers already are providing video programming services within their telephone
service areas through a variety of distribution methods.

Under the 1996 Telecom Act, local exchange carriers or any other cable
competitor providing video programming to subscribers through broadband wire
should be regulated as a traditional cable operator, subject to local
franchising and federal regulatory requirements, unless the local exchange
carrier or other cable competitor elects to deploy its broadband plant as an
open video system. To qualify for favorable open video system status, the
competitor must reserve two-thirds of the system's activated channels for
unaffiliated entities. Even then, the Federal Communications Commission revised
its open video system policy to leave franchising discretion to state and local
authorities. It is unclear what effect this ruling will have on the entities
pursuing open video system operation.

Although local exchange carriers and cable operators can now expand their
offerings across traditional service boundaries, the general prohibition remains
on local exchange carrier buyouts of cable systems serving an overlapping
territory. Cable operator buyouts of overlapping local exchange carrier systems,
and joint ventures between cable operators and local exchange carriers in the
same market, also are prohibited. The 1996 Telecom Act provides a few limited
exceptions to this buyout prohibition, including a carefully circumscribed
"rural exemption." The 1996 Telecom Act also

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provides the Federal Communications Commission with the limited authority to
grant waivers of the buyout prohibition.

ELECTRIC UTILITY ENTRY INTO TELECOMMUNICATIONS/CABLE TELEVISION

The 1996 Telecom Act provides that registered utility holding companies and
subsidiaries may provide telecommunications services, including cable
television, notwithstanding the Public Utility Holding Company Act. Electric
utilities must establish separate subsidiaries, known as "exempt
telecommunications companies" and must apply to the Federal Communications
Commission for operating authority. Like telephone companies, electric utilities
have substantial resources at their disposal, and could be formidable
competitors to traditional cable systems. Several such utilities have been
granted broad authority by the Federal Communications Commission to engage in
activities which could include the provision of video programming.

ADDITIONAL OWNERSHIP RESTRICTIONS

The 1996 Telecom Act eliminates statutory restrictions on broadcast/cable
cross-ownership, including broadcast network/cable restrictions, but leaves in
place existing Federal Communications Commission regulations prohibiting local
cross-ownership between co-located television stations and cable systems. The
District of Columbia Circuit Court of Appeals recently struck down this
remaining cross-ownership prohibition, concluding that the Federal
Communications Commission had failed to explain why its continuation was
"necessary" in the public interest. In the same decision, the Court struck down
another Federal Communications Commission regulation precluding any entity from
operating broadcast television stations serving more than 35% of the nation. If
these rulings withstand further administrative and judicial review, they may
trigger additional consolidation among domestic media companies.

Pursuant to the 1992 Cable Act, the Federal Communications Commission
adopted rules precluding a cable system from devoting more than 40% of its
activated channel capacity to the carriage of affiliated national video program
services. Also pursuant to the 1992 Cable Act, the Federal Communications
Commission adopted rules that preclude any cable operator from serving more than
30% of all U.S. domestic multichannel video subscribers, including cable and
direct broadcast satellite subscribers. The D.C. Circuit Court of Appeals struck
down these vertical and horizontal ownership limits as unconstitutional,
concluding that the Federal Communications Commission had not adequately
justified the specific rules (i.e., the 40% and 30% figures) adopted. As a
result, an existing divestiture requirement on AT&T was suspended. The Federal
Communications Commission is now considering replacement regulations. These
ownership restrictions may be affected by the proposed merger of EchoStar and
DirecTV and the proposed merger of AT&T Broadband and Comcast Cable. These
recently announced transactions involve the nation's two largest DBS providers
and the nation's largest and third largest cable operators. The proposed
combinations might prompt additional consolidation in the cable industry and are
likely to heighten regulatory concerns regarding industry consolidation.
Although any resulting restrictions could be limited to the particular entities
involved, it is also possible that the restrictions would apply to other cable
operators, including us.

MUST CARRY/RETRANSMISSION CONSENT

The 1992 Cable Act contains broadcast signal carriage requirements.
Broadcast signal carriage is the transmission of broadcast television signals
over a cable system to cable customers. These requirements, among other things,
allow local commercial television broadcast stations to elect once every three
years between "must carry" status or "retransmission consent" status. Less
popular stations typically elect must carry, which is the broadcast signal
carriage requirement that allows local commercial television broadcast stations
to require a cable system to carry the station. More popular
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stations, such as those affiliated with a national network, typically elect
retransmission consent which is the broadcast signal carriage requirement that
allows local commercial television broadcast stations to negotiate for payments
for granting permission to the cable operator to carry the stations. Must carry
requests can dilute the appeal of a cable system's programming offerings because
a cable system with limited channel capacity may be required to forego carriage
of popular channels in favor of less popular broadcast stations electing must
carry. Retransmission consent demands may require substantial payments or other
concessions. Either option has a potentially adverse effect on our business. The
burden associated with must carry may increase substantially if broadcasters
proceed with planned conversion to digital transmission and the Federal
Communications Commission determines that cable systems simultaneously must
carry all analog and digital broadcasts in their entirety. This burden would
reduce capacity available for more popular video programming and new Internet
and telecommunication offerings. The Federal Communications Commission
tentatively decided against imposition of dual digital and analog must carry in
a January 2001 ruling. At the same time, however, it initiated further
fact-gathering which ultimately could lead to a reconsideration of the tentative
conclusion. The Federal Communications Commission is also considering whether it
should maintain its initial ruling that, whenever a digital broadcast signal
does become eligible for must carry, a cable operator's obligation is limited to
carriage of the primary video signal. If the Commission reverses itself, and
cable operators are required to carry ancillary digital feeds, the burden
associated with digital must carry could be significantly increased.

ACCESS CHANNELS

Local franchising authorities can include franchise provisions requiring
cable operators to set aside certain channels for public, educational and
governmental access programming. Federal law also requires cable systems to
designate a portion of their channel capacity, up to 15% in some cases, for
commercial leased access by unaffiliated third parties. The Federal
Communications Commission has adopted rules regulating the terms, conditions and
maximum rates a cable operator may charge for commercial leased access use. We
believe that requests for commercial leased access carriages have been
relatively limited. The Federal Communications Commission rejected a request
that unaffiliated Internet service providers be found eligible for commercial
leased access.

ACCESS TO PROGRAMMING

To spur the development of independent cable programmers and competition to
incumbent cable operators, the 1992 Cable Act imposed restrictions on the
dealings between cable operators and cable programmers. Of special significance
from a competitive business position, the 1992 Cable Act precludes video
programmers affiliated with cable companies from favoring their cable operators
over new competitors and requires such programmers to sell their
satellite-delivered programming to other multichannel video distributors. This
provision limits the ability of vertically integrated cable programmers to offer
exclusive programming arrangements to cable companies. This prohibition is
scheduled to expire in October 2002, unless the Federal Communications
Commission determines in a pending proceeding that an extension is necessary to
protect competition and diversity. There also has been interest expressed in
further restricting the marketing practices of cable programmers, including
subjecting programmers who are not affiliated with cable operators to all of the
existing program access requirements, and subjecting terrestrially-delivered
programming (especially regional sports networks) to the program access
requirements. Terrestrially-delivered programming is programming delivered other
than by satellite and is currently exempt from the ban on exclusivity. These
changes should not have a dramatic impact on us, but would limit potential
competitive advantages we now enjoy. DBS providers have no similar restrictions
on exclusive programming contracts. Pursuant to the Satellite Home Viewer
Improvement Act, the Federal Communications

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Commission has adopted regulations governing retransmission consent negotiations
between broadcasters and all multichannel video programming distributors,
including cable and DBS.

INSIDE WIRING; SUBSCRIBER ACCESS

In an order issued in 1997, the Federal Communications Commission
established rules that require an incumbent cable operator upon expiration of a
multiple dwelling unit service contract to sell, abandon, or remove "home run"
wiring that was installed by the cable operator in a multiple dwelling unit
building. These inside wiring rules are expected to assist building owners in
their attempts to replace existing cable operators with new programming
providers who are willing to pay the building owner a higher fee, where such a
fee is permissible. The Federal Communications Commission has also proposed
terminating all exclusive multiple dwelling unit service agreements held by
incumbent operators, but allowing such contracts when held by new entrants. In
another proceeding, the Federal Communications Commission has preempted
restrictions on the deployment of private antennae on property within the
exclusive use of a condominium owner or tenant, such as balconies and patios.
This Federal Communications Commission ruling may limit the extent to which we
along with multiple dwelling unit owners may enforce certain aspects of multiple
dwelling unit agreements which otherwise prohibit, for example, placement of
digital broadcast satellite receiver antennae in multiple dwelling unit areas
under the exclusive occupancy of a renter. These developments may make it even
more difficult for us to provide service in multiple dwelling unit complexes.

OTHER REGULATIONS OF THE FEDERAL COMMUNICATIONS COMMISSION

In addition to the Federal Communications Commission regulations noted
above, there are other regulations of the Federal Communications Commission
covering such areas as:

- subscriber privacy,

- programming practices, including, among other things,

(1) blackouts of programming offered by a distant broadcast signal
carried on a cable system which duplicates the programming for which
a local broadcast station has secured exclusive distribution rights,

(2) local sports blackouts,

(3) indecent programming,

(4) lottery programming,

(5) political programming,

(6) sponsorship identification,

(7) children's programming advertisements, and

(8) closed captioning,

- registration of cable systems and facilities licensing,

- maintenance of various records and public inspection files,

- aeronautical frequency usage,

- lockbox availability,

- antenna structure notification,

- tower marking and lighting,

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- consumer protection and customer service standards,

- technical standards,

- equal employment opportunity,

- consumer electronics equipment compatibility, and

- emergency alert systems.

The Federal Communications Commission ruled that cable customers must be
allowed to purchase set-top terminals from third parties and established a
multi-year phase-in during which security functions (which would remain in the
operator's exclusive control) would be unbundled from basic converter functions,
which could then be provided by third party vendors. The first phase
implementation date was July 1, 2000.

ADDITIONAL REGULATORY POLICIES MAY BE ADDED IN THE FUTURE

The Federal Communications Commission recently initiated an inquiry to
determine whether the cable industry's future provision of interactive services
should be subject to regulations ensuring equal access and competition among
service vendors. The inquiry, which grew out of the Commission's review of the
AOL-Time Warner merger, is in its earliest stages, but is yet another expression
of regulatory concern regarding control over cable capacity.

Cable television systems are subject to federal copyright licensing
covering carriage of television and radio broadcast signals. In exchange for
filing certain reports and contributing a percentage of their revenues to a
federal copyright royalty pool that varies depending on the size of the system,
the number of distant broadcast television signals carried, and the location of
the cable system, cable operators can obtain blanket permission to retransmit
copyrighted material included in broadcast signals. The possible modification or
elimination of this compulsory copyright license is the subject of continuing
legislative review and could adversely affect our ability to obtain desired
broadcast programming. We cannot predict the outcome of this legislative
activity. Copyright clearances for nonbroadcast programming services are
arranged through private negotiations.

Cable operators distribute locally originated programming and advertising
that use music controlled by the two principal major music performing rights
organizations, the American Society of Composers, Authors and Publishers and
Broadcast Music, Inc. The cable industry has had a long series of negotiations
and adjudications with both organizations. Although we cannot predict the
ultimate outcome of these industry proceedings or the amount of any license fees
we may be required to pay for past and future use of association-controlled
music, we do not believe such license fees will be significant to our business
and operations.

STATE AND LOCAL REGULATION

Cable systems generally are operated pursuant to nonexclusive franchises
granted by a municipality or other state or local government entity in order to
cross public rights-of-way. Federal law now prohibits local franchising
authorities from granting exclusive franchises or from unreasonably refusing to
award additional franchises. Cable franchises generally are granted for fixed
terms and in many cases include monetary penalties for non-compliance and may be
terminable if the franchisee fails to comply with material provisions.

The specific terms and conditions of franchises vary materially between
jurisdictions. Each franchise generally contains provisions governing cable
operations, franchising fees, system construction and maintenance obligations,
system channel capacity, design and technical performance,

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customer service standards, and indemnification protections. A number of states,
including Connecticut, subject cable systems to the jurisdiction of centralized
state governmental agencies, some of which impose regulation of a character
similar to that of a public utility. Although local franchising authorities have
considerable discretion in establishing franchise terms, there are certain
federal limitations. For example, local franchising authorities cannot insist on
franchise fees exceeding 5% of the system's gross cable-related revenues, cannot
dictate the particular technology used by the system, and cannot specify video
programming other than identifying broad categories of programming. Certain
states are considering the imposition of new broadly applied telecommunications
taxes.

Federal law contains renewal procedures designed to protect incumbent
franchisees against arbitrary denials of renewal. Even if a franchise is
renewed, the local franchising authority may seek to impose new and more onerous
requirements such as significant upgrades in facilities and service or increased
franchise fees as a condition of renewal. Similarly, if a local franchising
authority's consent is required for the purchase or sale of a cable system or
franchise, such local franchising authority may attempt to impose more
burdensome or onerous franchise requirements in connection with a request for
consent. Historically, most franchises have been renewed for and consents
granted to cable operators that have provided satisfactory services and have
complied with the terms of their franchise.

Under the 1996 Telecom Act, states and local franchising authorities are
prohibited from limiting, restricting, or conditioning the provision of
competitive telecommunications services, except for certain "competitively
neutral" requirements and as necessary to manage the public rights-of-way. This
law should facilitate entry into competitive telecommunications services,
although certain jurisdictions still may attempt to impose rigorous entry
requirements. In addition, local franchising authorities may not require a cable
operator to provide any telecommunications service or facilities, other than
institutional networks under certain circumstances, as a condition of an initial
franchise grant, a franchise renewal, or a franchise transfer. The 1996 Telecom
Act also provides that franchising fees are limited to an operator's
cable-related revenues and do not apply to revenues that a cable operator
derives from providing new telecommunications services. In a March 2002
decision, the Federal Communications Commission tentatively held that a cable
operator's provision of Internet access service should not subject the operator
to additional franchising requirements nor should the revenue derived from such
service be subject to local franchise fee assessments.

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MANAGEMENT

DIRECTORS

Charter Holdings is a holding company with no operations. Charter Capital
is a direct, wholly-owned finance subsidiary of Charter Holdings that exists
solely for the purpose of serving as co-obligor of the January 2002, May 2001,
January 2001, January 2000 and March 1999 public notes issued by Charter
Holdings. Neither Charter Holdings nor Charter Capital has any employees. We and
our direct and indirect subsidiaries are managed by Charter Communications, Inc.
See "Certain Relationships and Related Transactions."

Charter Holdings has two directors, Carl E. Vogel and William D. Savoy. The
persons listed below are directors of Charter Communications, Inc., Charter
Communications Holding Company, Charter Holdings or Charter Capital, as
indicated. All of the directors of Charter Communications, Inc. are elected
annually.

DIRECTORS POSITION(S)
- --------- -----------

Paul G. Allen..................... Chairman of the Board of Directors of Charter
Communications, Inc. and Director of Charter Communications
Holding Company
Marc B. Nathanson................. Director of Charter Communications, Inc.
Ronald L. Nelson.................. Director of Charter Communications, Inc.
Nancy B. Peretsman................ Director of Charter Communications, Inc.
John H. Tory...................... Director of Charter Communications, Inc.
William D. Savoy.................. Director of Charter Communications, Inc., Charter
Communications Holding Company and Charter Holdings
Carl E. Vogel..................... Director of Charter Communications, Inc., Charter
Communications Holding Company, Charter Holdings and Charter
Capital
Larry W. Wangberg................. Director of Charter Communications, Inc.

The following sets forth certain biographical information as of April 22,
2002 with respect to the directors listed above.

PAUL G. ALLEN, 49, has been Chairman of the Board of Directors of Charter
Communications, Inc. since July 1999, and Chairman of the board of directors of
Charter Investment (a predecessor to, and currently an affiliate of, Charter
Communications, Inc.) since December 1998. Mr. Allen, cofounder of Microsoft
Corporation, has been a private investor for more than 15 years, with interests
in over 50 technology, telecommunications, content and biotech companies. Mr.
Allen's investments include Vulcan Inc., Clear Blue Sky Productions, the
Portland Trail Blazers NBA and Seattle Seahawks NFL franchises, and investments
in USA Networks, TechTV Inc., DreamWorks SKG, Wink Communications, and Oxygen
Media. In addition, he is a director of USA Networks, TechTV Inc., Vulcan
Programming Inc., Vulcan Ventures, Vulcan Inc. (f/k/a Vulcan Northwest), Vulcan
Cable III and numerous privately held companies.

MARC B. NATHANSON, 56, has been a director of Charter Communications, Inc.
since January 2000. Mr. Nathanson is the chairman of Mapleton Investments LLC,
an investment vehicle formed in 1999. He also founded and served as chairman and
chief executive officer of Falcon Holding Group, Inc., a cable operator, and its
predecessors, from 1975 until 1999. He served as chairman and chief executive
officer of Enstar Communications Corporation, a cable operator, from 1988 until
November 1999. Prior to 1975, Mr. Nathanson held executive positions with
Teleprompter Corporation, Warner Cable and Cypress Communications Corporation.
In 1995, he was appointed by the President of the United States to the
Broadcasting Board of Governors, and since 1998 has served

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as its chairman. Pursuant to a May 1999 letter agreement, Mr. Nathanson serves
as Vice-Chairman and as a director of Charter Communications, Inc. See
"Executive Compensation -- Employment and Consulting Arrangements."

RONALD L. NELSON, 49, has been a director of Charter Communications, Inc.
since November 1999. Mr. Nelson is a founding member of DreamWorks SKG, where he
has served in executive management since 1994. Prior to that time, during his 15
years at Paramount Communications Inc., he served in a variety of operating and
executive positions. He currently serves as a member of the board of directors
of Advanced Tissue Sciences, Inc. and Centre Pacific, L.L.C., a registered
investment advisor. Mr. Nelson has a B.S. degree from the University of
California at Berkeley and an M.B.A. degree from the University of California at
Los Angeles.

NANCY B. PERETSMAN, 48, has been a director of Charter Communications, Inc.
since November 1999. Ms. Peretsman has been a managing director and executive
vice president of Allen & Company Incorporated, an investment bank unrelated to
Paul G. Allen, since 1995. From 1983 to 1995, she was an investment banker at
Salomon Brothers Inc., where she was a managing director since 1990. She is a
director of Priceline.com Incorporated and several privately held companies. She
has a B.A. degree from Princeton University and an M.P.P.M. degree from Yale
University.

WILLIAM D. SAVOY, 37, has been a director of Charter Communications, Inc.
since July 1999 and a director of Charter Investment since December 1998. Since
1990, Mr. Savoy has been an officer and a director of many affiliates of Mr.
Allen, including vice president and a director of Vulcan Ventures Incorporated,
president of Vulcan Northwest, Inc., and president and a director of Vulcan
Programming Inc. and Vulcan Cable III Mr. Savoy also serves on the advisory
board of DreamWorks SKG and as a director of drugstore.com, InfoSpace, Inc.,
INVESTools, Inc., Peregrine Systems, Inc., RCN Corporation, USA Networks, Inc.,
TechTV Inc. and digeo, inc. Mr. Savoy holds a B.S. degree in computer science,
accounting and finance from Atlantic Union College.

JOHN H. TORY, 47, has been a director of Charter Communications, Inc. since
December 2001. Mr. Tory is the President and Chief Executive Officer of Rogers
Cable Inc., Canada's largest broadband cable operator, and has held that
position since April 1999. From 1995 to 1999 Mr. Tory was President and Chief
Executive Officer of Rogers Media Inc., a broadcasting and publishing company.
Prior to joining Rogers, Mr. Tory was a managing partner and member of the
executive committee at Tory Tory DesLauriers & Binnington, one of Canada's
largest law firms. Mr. Tory serves on the board of a number of Canadian
companies, including Rogers Cable Inc., Rogers Media Inc., Cara Operations
Limited, Enbridge Consumers Gas and the Toronto Blue Jays Baseball Club. He also
served for nine years as the Chairman of the Canadian Football League, including
four years as League Commissioner. Mr. Tory was educated at University of
Toronto Schools, Trinity College (University of Toronto) and Osgoode Hall Law
School.

CARL E. VOGEL, 44, has been a director, President and Chief Executive
Officer of Charter Communications, Inc. since October 2001. Mr. Vogel has more
than 20 years experience in telecommunications and the subscription television
business. Prior to joining Charter, he was a senior vice president of Liberty
Media Corp. from November 1999 until October 2001, and chief executive officer
of Liberty Satellite and Technology from April 2000 until October 2001. Prior to
joining Liberty, Mr. Vogel was an executive vice president and chief operating
officer of field operations for AT&T Broadband and Internet Services with
responsibility for managing operations of all of AT&T's cable broadband
properties from June 1999 until November 1999. From June 1998 to June 1999, Mr.
Vogel served as chief executive officer of Primestar Inc., a national provider
of subscription television services, and from 1997 to 1998, he served as chief
executive officer of Star Choice Communications. From 1994 through 1997, Mr.
Vogel served as the President and Chief Operating Officer of EchoStar
Communications. He began his career at Jones Intercable in 1983. Mr. Vogel
serves as a director of OnCommand Corporation, the National Cable and
Telecommunications

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Association, CableLabs and digeo, inc., and sits on the executive committees of
CableLabs and the National Cable and Telecommunications Association. Mr. Vogel
holds a B.S. degree in finance and accounting from St. Norbert College. His
employment agreement provides that he will serve on the Board of Directors of
Charter Communications, Inc. See "Executive Compensation -- Employment and
Consulting Arrangements."

LARRY W. WANGBERG, 59, has been a director of Charter Communications, Inc.
since January 2002. Mr. Wangberg has served as Chairman, Chief Executive Officer
and a director of TechTV Inc., a cable television network, since 1997. He
recently announced his intention to step down as the Chief Executive Officer of
TechTV Inc., but will remain in his current position until a successor is named
and afterwards will continue to serve as a director of TechTV Inc. Prior to
joining TechTV Inc., Mr. Wangberg was chairman and Chief Executive Officer of
StarSight Telecast Inc., an interactive navigation and program guide company
which later merged with Gemstar International, from 1994 to 1997. Mr. Wangberg
was chairman and Chief Executive Officer of Times Mirror Cable Television and
senior vice president of its corporate parent, Times Mirror Co., from 1983 to
1994. He currently serves on the boards of TechTV Inc., Autodesk Inc., and ADC
Telecommunications. Mr. Wangberg holds a bachelor's degree in mechanical
engineering and a master's degree in industrial engineering, both from the
University of Minnesota.

COMMITTEES OF THE BOARD OF CHARTER COMMUNICATIONS, INC.

The Audit Committee oversees Charter Communications, Inc.'s internal
accounting and auditing procedures, reviews audit and examination results and
procedures with independent accountants, oversees reporting of financial
information including review of quarterly and annual financial information prior
to filing with the SEC, determines the objectivity and independence of the
independent accountants and makes recommendations to the board of directors as
to selection of independent accountants. Since December 18, 2001, the members of
the Audit Committee are Ronald L. Nelson, Nancy B. Peretsman and John H. Tory.
During 2000 and until Howard L. Wood's resignation from the Audit Committee in
December 2001, the Audit Committee consisted of Ronald L. Nelson, Nancy B.
Peretsman and Howard L. Wood. All three of the current members of the Audit
Committee are "independent directors" as defined under Rule 4200(a)(15) of the
National Association of Securities Dealers' listing standards. The Audit
Committee's functions are detailed in a written Audit Committee Charter adopted
by the board of directors.

The Compensation Committee was formed in February 2000 for the purpose of
reviewing and approving compensation and benefits programs, and approving
compensation for senior management of Charter Communications, Inc. and its
affiliates and subsidiaries. Until Howard L. Wood's resignation from the board
of directors of Charter Communications, Inc. in December 2001, the members of
the Compensation Committee were Paul G. Allen, Marc B. Nathanson, William D.
Savoy and Howard L. Wood. The Compensation Committee currently consists of Paul
G. Allen, Marc B. Nathanson and William D. Savoy.

The Option Plan Committee was formed in June 2000 for the purpose of
administering the 1999 Charter Communications Holding Company Option Plan. The
Option Plan Committee was also appointed by the board of directors of Charter
Communications, Inc. to administer the 2001 Stock Incentive Plan. The Option
Plan Committee consists of directors Nancy B. Peretsman and Ronald L. Nelson.
Until his resignation in September 2001, Jerald L. Kent served as the special
committee for the 2001 Stock Incentive Plan to approve grants to eligible
individuals below the Senior Vice President level.

The Executive Committee may act in place of the full board of directors and
exercise such powers of the full board as the board may delegate to such
committee from time to time. During 2000 and part of 2001, the Executive
Committee consisted of directors Paul G. Allen, Jerald L. Kent

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and William D. Savoy. In October 2001, following Jerald L. Kent's resignation,
Carl E. Vogel and Marc B. Nathanson were appointed to the Executive Committee.

DIRECTOR COMPENSATION

Neither Mr. Kent nor Mr. Vogel, each of whom acted as President and Chief
Executive Officer in 2001 and were the only directors that were also employees
during 2001, received any additional compensation for serving as a director or
attending any meeting of the board of directors during 2001. Each of Mr. Tory
and Mr. Wangberg, neither of whom is an officer or employee of Charter
Communications, Inc., was issued 40,000 fully vested options upon joining the
board of directors in 2001. Also in 2001, directors Allen, Nathanson, Nelson,
Peretsman, Savoy, and Wood, none of whom were employees of Charter
Communications, Inc., each received an annual grant of 10,000 vested options.
All directors of Charter Communications, Inc. are entitled to reimbursement for
costs incurred in connection with attendance at board and committee meetings and
may receive additional compensation to be determined.

Mr. Vogel is party to an employment agreement with Charter Communications,
Inc. Mr. Kent, prior to his resignation as President, Chief Executive Officer
and director in September 2001, was a party to an employment agreement with
Charter Communications, Inc. Mr. Wood, who resigned as a director in December
2001, was a party to a consulting agreement with Charter Communications, Inc.
that terminated on January 18, 2002 and Mr. Nathanson is a party to a letter
agreement with Charter Communications, Inc. Mr. Vogel's agreement is summarized
in "-- Employment and Consulting Arrangements."

HOWARD L. WOOD CONSULTING AGREEMENT. Howard L. Wood was a member of the
Charter Communications, Inc. board of directors until December 21, 2001, and
also served as a consultant until January 18, 2002. Pursuant to Mr. Wood's
consulting agreement, Mr. Wood was entitled to receive annual cash compensation
at a rate of $60,000, health benefits, and use of an office and a full-time
secretary. The cost of the office and secretary for the year ended December 31,
2001 was $46,666. The consulting agreement also provided that Charter
Communications, Inc. will indemnify and hold harmless Mr. Wood to the maximum
extent permitted by law from and against any claims, damages, liabilities,
losses, costs or expenses incurred in connection with or arising out of the
performance by him of his duties. Mr. Wood is entitled to receive compensation
under the consulting agreement through November 2002.

MARC B. NATHANSON LETTER AGREEMENT. Effective as of May 25, 1999, Marc B.
Nathanson entered into a letter agreement with Charter Communications, Inc. for
a three-year term. Under this agreement, Mr. Nathanson serves as Vice-Chairman
and as a director of Charter Communications, Inc. During the term of this
agreement, Mr. Nathanson receives a benefit equal to approximately $200,000 per
year, which Charter Communications, Inc. pays to a company controlled by Mr.
Nathanson. In addition, Mr. Nathanson is entitled to the rights and benefits
provided to other directors of Charter Communications, Inc. Charter
Communications, Inc. will indemnify and hold harmless Mr. Nathanson to the
maximum extent permitted by law from and against any claims, damages,
liabilities, losses, costs or expenses incurred in connection with or arising
out of the performance by Mr. Nathanson of his duties.

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EXECUTIVE OFFICERS

The following persons are executive officers of Charter Communications,
Inc. and other than Mr. Allen, Charter Communications Holding Company, Charter
Holdings and Charter Capital:

EXECUTIVE OFFICERS POSITION
- ------------------ --------

Paul G. Allen................. Chairman of the Board
Carl E. Vogel................. President and Chief Executive Officer
David C. Andersen............. Senior Vice President -- Communications
David G. Barford.............. Executive Vice President and Chief Operating Officer
J. Christian Fenger........... Senior Vice President of Operations -- Western Division
Eric A. Freesmeier............ Senior Vice President -- Administration
Thomas R. Jokerst............. Senior Vice President -- Advanced Technology Development
Kent D. Kalkwarf.............. Executive Vice President and Chief Financial Officer
Ralph G. Kelly................ Senior Vice President -- Treasurer
Paul E. Martin................ Senior Vice President -- Corporate Controller
David L. McCall............... Senior Vice President of Operations -- Eastern Division
Majid R. Mir.................. Senior Vice President -- Telephony and Advanced Services
John C. Pietri................ Senior Vice President -- Engineering
Michael E. Riddle............. Senior Vice President and Chief Information Officer
Diane L. Schneiderjohn........ Senior Vice President -- Marketing and Programming
Steven A. Schumm.............. Executive Vice President, Assistant to the President
Curtis S. Shaw................ Senior Vice President, General Counsel and Secretary
William J. Shreffler.......... Senior Vice President of Operations -- Midwest Division
Stephen E. Silva.............. Executive Vice President -- Corporate Development and Chief
Technology Officer

Information regarding our executive officers who do not also act as
directors as of April 22, 2002 is set forth below.

DAVID C. ANDERSEN, 53, Senior Vice President -- Communications. Mr.
Andersen was named to his current position in May 2000. Prior to this he was
Vice President of Global Communications for CNBC, the worldwide cable and
satellite business news network subsidiary of NBC, from September 1999 to April
2000. He worked for Cox Communications, Inc. from 1982 to 1999, establishing
their communications department and advancing to Vice President of Public
Affairs. He held various positions in communications with the General Motors
Corporation from 1971 until 1982. Mr. Andersen is a past recipient of the cable
industry's highest honor -- the Vanguard Award. He serves on the Board of
KIDSNET, the educational non-profit clearinghouse of children's programming, and
is a former chairman of the National Captioning Institute's Cable Advisory
Board. Mr. Andersen holds a B.S. in Journalism from the University of Kansas.

DAVID G. BARFORD, 43, Executive Vice President and Chief Operating Officer.
Mr. Barford was promoted to his current position in July 2000, having previously
served as Senior Vice President of Operations -- Western Division from June 1997
to July 2000. Prior to joining Charter Investment in 1995, Mr. Barford held
various senior marketing and operating roles during nine years at Comcast

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Cable Communications, Inc. He received a B.A. degree from California State
University, Fullerton, and an M.B.A. degree from National University.

J. CHRISTIAN FENGER, 47, Senior Vice President of Operations -- Western
Division. Mr. Fenger was promoted to his current position in January 2002,
having served as Vice President and Senior Vice President of Operations for our
North Central Region since 1998. From 1992 until joining us in 1998, Mr. Fenger
served as the Vice President of Operations for Marcus Cable, and, prior to that,
as Regional Manager of Simmons Cable TV since 1986. Mr. Fenger received his
bachelor's degree and his master's degree in communications management from
Syracuse University's Newhouse School of Public Communications.

ERIC A. FREESMEIER, 49, Senior Vice President -- Administration. From 1986
until joining Charter Investment in 1998, Mr. Freesmeier served in various
executive management positions at Edison Brothers Stores, Inc. Earlier, he held
management and executive positions at Montgomery Ward. Mr. Freesmeier holds
bachelor's degrees from the University of Iowa and a master's degree from
Northwestern University's Kellogg Graduate School of Management.

THOMAS R. JOKERST, 52, Senior Vice President -- Advanced Technology
Development. Mr. Jokerst joined Charter Investment in 1994. Previously he served
as a vice president of Cable Television Laboratories and as a regional director
of engineering for Continental Cablevision. Mr. Jokerst is a graduate of Ranken
Technical Institute and of Southern Illinois University.

KENT D. KALKWARF, 42, Executive Vice President and Chief Financial Officer.
Mr. Kalkwarf was promoted to the position of Executive Vice President in July
2000, having previously served as Senior Vice President. Prior to joining
Charter Investment in 1995, Mr. Kalkwarf was employed for 13 years by Arthur
Andersen LLP, where he attained the position of senior tax manager. He has
extensive experience in cable, real estate and international tax issues. Mr.
Kalkwarf has a B.S. degree from Illinois Wesleyan University and is a certified
public accountant.

RALPH G. KELLY, 45, Senior Vice President -- Treasurer. Prior to joining
Charter Investment in 1993, Mr. Kelly was controller and then treasurer of
Cencom Cable Associates between 1984 and 1992. He left Charter Investment in
1994, to become chief financial officer of CableMaxx, Inc., and returned in
1996. Mr. Kelly received his bachelor's degree in accounting from the University
of Missouri -- Columbia and his M.B.A. degree from Saint Louis University. Mr.
Kelly is a certified public accountant.

PAUL E. MARTIN, 41, Senior Vice President -- Corporate Controller. Prior to
his promotion to his current position on April 22, 2002, Mr. Martin was Vice
President and Corporate Controller from March 2000 through July 2001, when he
became Senior Vice President. Prior to joining Charter in March 2000, Mr. Martin
was Vice President and Controller for Operations and Logistics for Fort James
Corporation, a manufacturer of paper products. From 1995 to February 1999, Mr.
Martin was Chief Financial Officer of Rawlings Sporting Goods Company, Inc. Mr.
Martin is a certified public accountant, having been with Arthur Andersen LLP
for nine years. Mr. Martin received a B.S. degree in accounting from the
University of Missouri -- St. Louis.

DAVID L. MCCALL, 46, Senior Vice President -- Operations -- Eastern
Division. Prior to joining Charter Investment in 1995, Mr. McCall was associated
with Crown Cable and its predecessor company, Cencom Cable Associates, Inc.,
from 1983 to 1994. Mr. McCall is a member of the Southern Cable Association's
Tower Club.

MAJID R. MIR, 51, Senior Vice President -- Telephony and Advanced Services.
Prior to joining Charter Communications, Inc. in April 2001, Mr. Mir worked with
GENUITY Networks, Inc. as vice president, Metro Network Engineering in Irving,
Texas from June 2000 to April 2001. Prior to

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that, Mr. Mir worked with GTE from 1979 to June 2000 in various capacities of
increasing responsibility, most recently as assistant vice president of Core
Network Engineering. Mr. Mir served as director, Business Development for GTE,
from 1996 to 1997. Mr. Mir earned a bachelor's of science in systems science
from the University of West Florida and holds a master's degree in business
administration from the University of South Florida.

JOHN C. PIETRI, 52, Senior Vice President -- Engineering. Prior to joining
Charter Investment in 1998, Mr. Pietri was with Marcus Cable for nine years,
most recently serving as senior vice president and chief technical officer.
Earlier he was in operations with West Marc Communications and Minnesota Utility
Contracting. Mr. Pietri attended the University of Wisconsin-Oshkosh.

MICHAEL E. RIDDLE, 43, Senior Vice President and Chief Information Officer.
Prior to joining Charter Communications, Inc. in December 1999, Mr. Riddle was
director, applied technologies of Cox Communications for four years. Prior to
that, he held technical and management positions during 17 years at Southwestern
Bell and its subsidiaries. Mr. Riddle attended Fort Hays State University.

WILLIAM J. SHREFFLER, 48, Senior Vice President of Operations -- Midwest
Division. Mr. Shreffler was promoted to his current position in January 2002,
having previously served as Vice President of Operations for the Michigan
region. Prior to joining Charter Communications in 1999, Mr. Shreffler acted as
a Managing Director of Cablevision. Between 1995 and 1999, he held various
positions with Century Communications, most recently as its Group Vice
President. From 1985 to 1995, Mr. Shreffler acted as the Regional Controller for
American Cable Systems and, following the acquisition of American by Continental
Cablevision, as its General Manager in its Chicago region. Mr. Shreffler holds
degrees from Robert Morris College and Duquesne University and is obtaining a
master's degree in business from Lewis University in Chicago.

DIANE L. SCHNEIDERJOHN, 45, Senior Vice President -- Marketing and
Programming. Ms. Schneiderjohn joined Charter Communications, Inc. in April
2002. Ms. Schneiderjohn has extensive experience in key senior marketing and
programming roles in the subscription television business. Most recently, Ms.
Schneiderjohn was the Managing Partner for Carlsen Resources' Global Media
Division. From 1995-2000, Ms. Schneiderjohn was the Senior Vice President for
Turner International Asia Pacific, establishing their marketing organization and
advancing to oversee all aspects of distribution sales for Turner products and
networks, including CNN. Prior to Turner International, Ms. Schneiderjohn spent
nearly 12 years with Viacom's Cable Division, where she served in a variety of
marketing positions including Corporate Vice President of Marketing, Programming
and Sales. She has held positions on numerous boards and advisory committees,
including the national board of Women in Cable and Telecommunications (WICT) and
the national board of the National Association of Minorities in Communications
(NAMIC), Ms. Schneiderjohn holds a B.S. degree from the University of
California, Berkeley.

STEVEN A. SCHUMM, 49, Executive Vice President and Assistant to the
President. Prior to joining Charter Investment in 1998, Mr. Schumm was managing
partner of the St. Louis office of Ernst & Young LLP for 14 years. He had joined
Ernst & Young in 1974. He served as one of 10 members of the firm's National Tax
Committee. Mr. Schumm earned a B.S. degree from Saint Louis University. He is
member of the board of directors of TVGateway, LLC.

CURTIS S. SHAW, 53, Senior Vice President, General Counsel and Secretary.
From 1988 until he joined Charter Investment in 1997, Mr. Shaw served as
corporate counsel to NYNEX. Since 1973, Mr. Shaw has practiced as a corporate
lawyer, specializing in mergers and acquisitions, joint ventures, public
offerings, financings, and federal securities and antitrust law. Mr. Shaw
received a B.A. degree from Trinity College and a J.D. degree from Columbia
University School of Law.

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STEPHEN E. SILVA, 42, Executive Vice President -- Corporate Development and
Technology and Chief Technology Officer. Mr. Silva joined Charter Investment in
1995. Prior to his promotion to Executive Vice President and Chief Technology
Officer in October 2001, he was Senior Vice President -- Corporate Development
and Technology since September 1999. Mr. Silva previously served in various
management positions at U.S. Computer Services, Inc., a billing service provider
specializing in the cable industry. He is a member of the board of directors of
Diva Systems Corporation.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 2001, the Compensation Committee of Charter Communications, Inc. was
comprised of Messrs. Paul G. Allen, William D. Savoy, and Marc B. Nathanson, and
also included Howard L. Wood until his resignation from the board of directors
in December 2001. Since February 2000, executive officer compensation matters,
including option grants, have been delegated to the Compensation Committee. In
2001, Nancy B. Peretsman and Ronald L. Nelson served as the Option Plan
Committee that administered the 1999 Charter Communications Option Plan and the
Charter Communications, Inc. 2001 Stock Incentive Plan.

With the exception of Mr. Allen (who serves as Chairman of the Board),
during 2001 and through the date hereof, no other member of the Compensation
Committee or the Option Plan Committee was an officer or employee of Charter
Communications, Inc. or any of its subsidiaries. Mr. Wood served as a consultant
to Charter Communications, Inc. in 2001, and prior to February 1999, served as
an officer of Charter Investment and various subsidiaries. Transactions between
Charter Communications, Inc. and certain members of the Compensation Committee
are more fully described in "-- Director Compensation" and in "Certain
Relationships and Related Transactions -- Other Relationships."

With the exception of Mr. Allen, none of the executive officers of Charter
Communications, Inc. or its subsidiaries serve on the compensation committee of
any other company that has an executive officer currently serving on the board
of directors, Compensation Committee or Option Plan Committee of Charter
Communications, Inc. or any of its affiliates. With the exception of Mr. Allen,
none of the executive officers of Charter Communications, Inc. or its
subsidiaries served as a director of another entity, one of whose executive
officers served on the Compensation Committee or Option Plan Committee of
Charter Communications, Inc. or any of its affiliates. Mr. Allen is a director
of DreamWorks SKG, which employs Mr. Nelson as an executive officer, and is the
100% owner and a director of Vulcan Inc. and certain of its affiliates, which
employ Mr. Savoy as an executive officer. Mr. Allen also is a director of and
indirectly owns 97.7% of TechTV, of which Mr. Wangberg is the chairman, the
chief executive officer and a director. Mr. Wangberg has announced his intent to
resign as the chief executive officer of TechTV.

EXECUTIVE COMPENSATION

The following table sets forth information regarding the compensation paid
for services rendered to executive officers of Charter Communications, Inc. for
the fiscal years ended December 31, 1999, 2000 and 2001, including individuals
who served as Chief Executive Officer during 2001 and each of the other four
most highly compensated executive officers as of December 31, 2001. Prior to
November 1999, such executive officers had received their compensation from
Charter Investment. Commencing in November 1999, such officers received their
compensation from Charter Communications, Inc. Pursuant to a mutual services
agreement between Charter Communications, Inc., Charter Investment and Charter
Communications Holding Company, each entity leases the personnel and provides
services to each of the others, including the knowledge and expertise of their
respective officers, that are reasonably requested to manage Charter
Communications Holding Company,

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Charter Holdings and the cable systems owned by their subsidiaries. See "Certain
Relationships and Related Transactions -- Management and Consulting Agreements."

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARD
--------------------------------- -------------------------------------------------------
YEAR OTHER ANNUAL RESTRICTED SECURITIES ALL OTHER
ENDED COMPENSATION STOCK UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION DEC. 31 SALARY($) BONUS($)(1) ($)(2) AWARDS($)(3) OPTIONS(#) ($)(4)
- --------------------------- ------- --------- ----------- ------------ ------------ ---------- ------------

Carl E. Vogel(5)............... 2001 207,692 546,000(7) 17,463(12) 513,000 3,400,000 8,986(15)
President and Chief Executive
Officer
Steven A. Schumm............... 2001 435,000 402,000(8)(a) -- -- 165,000 5,250
Executive Vice President 2000 410,000 444,000(8)(b) -- -- -- 2,040
1999 400,000 60,000 -- -- 782,681 1,920
David G. Barford............... 2001 330,769 495,875(9)(a) 79,739(13) 449,625 1,135,000 5,250
Executive Vice President and 2000 255,000 250,500(9)(b) -- -- 40,000 5,250
Chief Operating Officer 1999 235,000 80,000 -- -- 200,000 7,000
Kent D. Kalkwarf............... 2001 330,769 495,875(10)(a) -- 449,625 1,160,000 5,250
Executive Vice President and 2000 225,000 250,500(10)(b) -- -- 40,000 5,250
Chief Financial Officer 1999 180,000 80,000 -- -- 200,000 2,586
David L. McCall................ 2001 300,000 413,150(11)(a) -- 366,450 300,000 5,250
Senior Vice President of 2000 225,000 283,625(11)(b) -- -- 25,000 4,237
Operations -- Eastern 1999 149,656 108,800 -- -- 200,000 505
Division
Jerald L. Kent(6).............. 2001 1,615,385 900,000 98,733(14) -- -- 506,915(16)
Former President and Chief 2000 1,250,000 1,000,000 127,005(14) -- -- 5,250
Executive Officer 1999 1,250,000 625,000 76,799(14) -- -- 4,000

- -------------------------
(1) Where indicated, includes grants of restricted stock during 2001 under
the Charter Communications 2001 Stock Incentive Plan to officers
specified below that were immediately vested as to twenty-five percent
(25%) of the shares, with the remaining shares vesting in 36 equal
monthly installments commencing approximately 15 months from the grant
date. The value as of the grant date based on the closing market price
of those shares that were vested immediately is included in the table
for the employee's bonus amount for 2001. Also, where indicated,
includes "stay" bonus in form of principal and interest forgiven under
employee's promissory note, as more fully described in "-- Employment
and Consulting Arrangements." Unless otherwise indicated, includes only
bonus for services rendered in the applicable fiscal year.

(2) Includes other non-cash compensation, unless the aggregate amount does
not exceed the lesser of $50,000 or 10% of such officer's total annual
salary and bonus shown in the table.

(3) Includes grants of restricted stock during 2001 under the Charter
Communications 2001 Stock Incentive Plan, as follows: (i) Carl E.
Vogel, 50,000 shares as of October 8, 2001, (ii) David G. Barford,
50,000 shares as of September 28, 2001, (iii) Kent D. Kalkwarf, 50,000
shares as of September 28, 2001, (iv) David C. McCall, 35,000 shares as
of September 28, 2001. The restricted shares were immediately vested as
to twenty-five percent (25%) of the shares, with the remaining shares
vesting in 36 equal monthly installments commencing approximately 15
months from the grant date. The value as of the date of grant based on
the closing market price of those shares that were vested immediately
is disclosed in the "Bonus" column of the table. The value as of the
date of grant based on the closing market price of the unvested
restricted shares is disclosed in the table. Pursuant to the terms of
these employees' restricted stock agreement, each is entitled to any
cash and/or stock dividends on the restricted shares. At December 31,
2001 based on a per share

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closing market price of $16.43 for Charter Communications, Inc. Class A
common stock, the aggregate number (and value) for each of the officers
holding outstanding restricted stock was: Mr. Vogel 37,500 ($616,125);
Mr. Barford 37,500 ($616,125); Mr. Kalkwarf 37,500 ($616,125); and Mr.
McCall: 26,250 shares ($431,288)

(4) Unless otherwise noted, includes only matching contributions under
Charter Communications, Inc.'s 401(k) plan.

(5) Mr. Vogel became the Chief Executive Officer of Charter Communications,
Inc. in October 2001.

(6) As of September 28, 2001, Mr. Kent no longer served as President and
Chief Executive Officer; his bonus for 2001 was provided for in the
agreement regarding his termination. See "-- Employment and Consulting
Arrangements" for additional information.

(7) Includes: (i) $171,000, representing the value based on the closing
market price on October 8, 2001, the original grant date, of 12,500
shares of Class A common stock, the vested portion of Mr. Vogel's
restricted stock grant; (ii) a one-time signing bonus of $250,000; and
(iii) $125,000 awarded as a bonus for services performed in 2001.

(8)(a) Includes: (i) "stay" bonus of $342,000 representing the principal and
interest forgiven under employee's promissory note; and (ii) $60,000
awarded as a bonus for services performed in 2001.

(8)(b) Includes: (i) "stay" bonus of $321,000 representing the principal and
interest forgiven under employee's promissory note; and (ii) $123,000
awarded as a bonus for services performed in 2000.

(9)(a) Includes: (i) $149,875, representing the value based on the closing
market price on September 28, 2001, the original grant date, of 12,500
shares of Class A common stock, the vested portion of Mr. Barford's
restricted stock grant; (ii) "stay" bonus of $171,000 representing the
principal and interest forgiven under employee's promissory note; and
(iii) $175,000 awarded as a bonus for services performed in 2001.

(9)(b) Includes: (i) "stay" bonus of $160,500 representing the principal and
interest forgiven under employee's promissory note; and (ii) $90,000
awarded as a bonus for services performed in 2000.

(10)(a) Includes: (i) $149,875, representing the value based on the closing
market price on September 28, 2001, the original grant date, of 12,500
shares of Class A common stock, the vested portion of Mr. Kalkwarf's
restricted stock grant; (ii) "stay" bonus of $171,000 representing the
principal and interest forgiven under employee's promissory note; and
(iii) $175,000 awarded as a bonus for services performed in 2001.

(10)(b) Includes: (i) "stay" bonus of $160,500 representing the principal and
interest forgiven under employee's promissory note; and (ii) $90,000
awarded as a bonus for services performed in 2000.

(11)(a) Includes: (i) $122,150, representing the value based on the closing
market price on October 30, 2001, the original grant date, of 8,750
shares of Class A common stock, the vested portion of Mr. McCall's
restricted stock grant; (ii) "stay" bonus of $171,000 representing the
principal and interest forgiven under employee's promissory note; and
(iii) $120,000 awarded as a bonus for services performed in 2001.

(11)(b) Includes: (i) "stay" bonus of $160,500 representing the principal and
interest forgiven under employee's promissory note; and (ii) $123,125
awarded as a bonus for services performed in 2000.

(12) Includes $17,463 attributed to personal use of corporate airplane.

(13) Includes $79,739 for reimbursement for purchase of a car.

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(14) For 2001, includes $98,733 attributed to personal use of corporate
airplane. For 2000, includes $35,499 attributed to personal use of a
corporate airplane and $85,214 as reimbursement for a car purchased in
2000. For 1999, includes $55,719 paid for club membership and dues and
$20,351 attributed to personal use of corporate airplane.

(15) Includes: (i) $7,500 as reimbursement for legal expenses; and (ii)
$1,486 paid by us for COBRA expenses.

(16) Includes: (i) $500,000 paid by Charter Communications, Inc. to
charities designated by Mr. Kent, pursuant to Mr. Kent's agreement
regarding termination; (ii) $5,250 contributed by Charter
Communications under its 401(k) plan; and (iii) $1,665 paid by us for
COBRA expenses following termination of employment. See "-- Employment
and Consulting Arrangements" for additional information.

2001 AGGREGATED OPTION EXERCISES AND OPTION VALUE TABLE

The following table sets forth, for the officers named in the Summary
Compensation Table, information concerning options, including the number of
securities for which options were held at December 31, 2001, the value of
unexercised "in-the-money" options (i.e., the positive spread between the
exercise price of outstanding options and the market value of Charter
Communications, Inc. Class A common stock on December 31, 2001) and the value of
unexercised options as of December 31, 2001:

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING OPTIONS AT IN-THE-MONEY OPTIONS AT
SECURITIES DECEMBER 31, 2001(#)(1) DECEMBER 31, 2001($)(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ ------------ ----------- ------------- ----------- -------------

Carl E. Vogel........ -- -- 850,000 2,550,000 $2,337,500 $7,012,500
Steven A. Schumm..... -- -- 456,563 491,118 -- 621,600
David G. Barford..... -- -- 318,832 1,056,168 832,500 2,497,500
Kent D. Kalkwarf..... -- -- 318,832 1,081,168 832,500 2,497,500
David L. McCall...... -- -- 125,832 399,168 -- 666,000
Jerald L. Kent....... -- -- -- -- -- --

- -------------------------
(1) Options granted prior to 2001 and under the 1999 Charter Communications
Option Plan, when vested, are exercisable for membership units of Charter
Communications Holding Company, which are immediately exchanged on a
one-for-one basis for shares of Charter Communications, Inc. Class A common
stock. Options granted under the 2001 Stock Incentive Plan and after 2000
are exercisable for shares of Charter Communications, Inc. Class A common
stock.

(2) Based on a per share market value of $16.43 for Charter Communications, Inc.
Class A common stock.

128

2001 OPTION GRANTS

The following table shows individual grants of options made to executive
officers named in the Summary Compensation Table during 2001. All such grants
were made under the 2001 Stock Incentive Plan and the exercise price was based
upon the fair market value of the Class A common stock.

POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATE OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM (2)
OPTIONS GRANTED EMPLOYEES EXERCISE EXPIRATION -----------------------------
NAME (#)(1) IN 2001 PRICE($/SH) DATE 5%(4) 10%($)
- ---- --------------- ---------- ------------ ---------- ------------- -------------

Carl E. Vogel......... 3,400,000(3) 11.57% $13.68 10/07/11 $29,251,147 $74,128,149
Steven A. Schumm...... 25,000(4) 0.09% 23.09 2/12/11 363,029 919,988
140,000(5) 0.48% 11.99 9/28/11 1,055,663 2,675,256
David G. Barford...... 185,000(4) 0.63% 23.09 2/12/11 2,686,418 6,807,910
200,000(5) 0.68% 11.99 9/28/11 1,508,089 3,821,794
750,000(6) 2.55% 11.99 9/28/11 5,655,335 14,331,729
Kent D. Kalkwarf...... 210,000(4) 0.71% 23.09 2/12/11 3,049,447 7,727,898
200,000(5) 0.68% 11.99 9/28/11 1,508,089 3,821,794
750,000(6) 2.55% 11.99 9/28/11 5,655,335 14,311,729
David L. McCall....... 150,000(4) 0.51% 23.09 2/12/11 2,178,177 5,519,927
150,000(5) 0.51% 11.99 9/28/11 1,131,067 2,866,346
Jerald L. Kent........ -- -- -- -- -- --

- -------------------------
(1) Options are transferable under limited conditions, primarily to accommodate
estate planning purposes.

(2) This column shows the hypothetical gains on the options granted based on
assumed annual compound price appreciation of 5% and 10% over the full
ten-year term of the options. The assumed rates of 5% and 10% appreciation
are mandated by the SEC and do not represent our estimate or projection of
future prices.

(3) These options vested as to 25% on date of grant of October 8, 2001, with the
remainder vesting in 36 equal monthly installments commencing approximately
15 months from the grant date.

(4) These options vest annually in four equal installments commencing on the
first anniversary following the grant date of February 12, 2001.

(5) These options vest annually in four equal installments commencing on the
first anniversary following the grant date of September 28, 2001.

(6) These options vested as to 25% on date of grant of September 28, 2001, with
the remainder vesting in 36 equal monthly installments commencing
approximately 15 months from the grant date.

OPTION/STOCK INCENTIVE PLANS

Stock options, restricted stock and other incentive compensation are
granted pursuant to two plans -- the 1999 Charter Communications Option Plan and
the 2001 Stock Incentive Plan. The 1999 Charter Communications Option Plan
provided for the grant of options to purchase membership units in Charter
Communications Holding Company to current and prospective employees and
consultants of Charter Communications Holding Company and its affiliates and
current and prospective non-employee directors of Charter Communications, Inc.
Membership units received

129

upon exercise of any options are immediately exchanged for shares of Charter
Communications, Inc. Class A common stock on a one-for-one basis.

The 2001 Stock Incentive Plan provides for the grant of non-qualified stock
options, stock appreciation rights, dividend equivalent rights, performance
units and performance shares, share awards, phantom stock and/or shares of
restricted stock (not to exceed 3,000,000) as each term is defined in the 2001
Stock Incentive Plan. Employees, officers, consultants and directors of Charter
Communications, Inc. and its subsidiaries and affiliates are eligible to receive
grants under the 2001 Stock Incentive Plan. Generally, options expire 10 years
from the grant date.

Together, the plans allow for the issuance of up to an aggregate of
60,000,000 shares of Charter Communications, Inc. Class A common stock (or units
exchangeable for Charter Communication, Inc. Class A common stock). Any shares
covered by options that are terminated under the 1999 Charter Communications
Option Plan will be transferred to the 2001 Stock Incentive Plan, and no new
options will be granted under the 1999 Charter Communications Option Plan. At
December 31, 2001, 524,939 shares had been issued under the plans, 165,750
shares are subject to vesting under restricted stock agreements. Of the
remaining 59,640,811 shares covered by the plans, as of December 31, 2001,
46,557,571 were subject to outstanding options (21.5% of which are vested) and
12,917,490 remain eligible for future grant.

The board of directors of Charter Communications, Inc. appointed Nancy B.
Peretsman and Ronald L. Nelson as members of the Option Plan Committee to
administer and authorize grants and awards under the 2001 Stock Incentive Plan
to any eligible individuals. The Option Plan Committee will determine the terms
of each stock option grant, restricted stock grant or other award at the time of
grant, including the exercise price to be paid for the shares, the vesting
schedule for each option, the price, if any, to be paid by the grantee for the
restricted stock, the restrictions placed on the shares, and the time or times
when the restrictions will lapse. The Option Plan Committee also has the power
to accelerate the vesting of any grant or extend the term thereof.

Upon a change of control, the Option Plan Committee can shorten the
exercise period of any option, have the survivor or successor entity assume the
options with appropriate adjustments, or cancel options and pay out in cash. If
an optionee's or grantee's employment is terminated without "cause" or for "good
reason" during the 12-month period following a "change in control" (as those
terms are defined in the plans), unless otherwise provided in an agreement, with
respect to such optionee's or grantee's awards under the plans, all outstanding
options will become immediately and fully exercisable, all outstanding stock
appreciation rights will become immediately and fully exercisable, the
restrictions on the outstanding restricted stock will lapse, and all of the
outstanding performance units will vest and the restrictions on all of the
outstanding performance shares will lapse as if all performance objectives had
been satisfied at the maximum level.

Unless sooner terminated by the board of directors of Charter
Communications, Inc., the 2001 Stock Incentive Plan will terminate on February
12, 2011, and no option or award can be granted thereafter.

130

EMPLOYMENT AGREEMENTS AND CONSULTING ARRANGEMENTS

GENERAL. Messrs. Vogel, Barford, Kalkwarf, McCall and Silva each are
employed by Charter Communications, Inc. under separate employment agreements
that terminate on December 31, 2005. Below is a table listing the position,
salary and bonus of each employee and the stock options and restricted stock
shares received by each employee under his agreement:

STOCK RESTRICTED
ANNUAL OPTIONS SHARES
NAME POSITION BASE SALARY RECEIVED RECEIVED ANNUAL BONUS
- ---- -------- ----------- --------- ---------- ------------

Carl E. Vogel........... President and Chief $1,000,000 3,400,000 50,000 Up to $500,000
Executive Officer
David G. Barford........ Executive Vice $ 350,000 750,000 50,000 50% of base, according
President and Chief to Executive Bonus
Operating Officer Policy; Discretionary
Bonus
Kent D. Kalkwarf........ Executive Vice $ 350,000 750,000 50,000 50% of base, according
President and Chief to Executive Bonus
Financial Officer Policy; Discretionary
Bonus
David L. McCall......... Senior Vice President $ 300,000 -- 35,000 40% of base, according
of Operations-Eastern to Executive Bonus
Division Policy; Discretionary
Bonus
Stephen E. Silva........ Executive Vice $ 300,000 -- 36,000 50% of base, according
President -- Corporate to Executive Bonus
Development and Chief Policy; Discretionary
Technology Officer Bonus

The options and restricted shares generally vested 25% on the grant date,
with the remainder to vest in 36 equal monthly installments beginning on or
about the 15th month after the grant date. Generally, the agreements provide
that if the employee is terminated without cause, then a specified portion of
the remaining unvested options and restricted stock will vest immediately.

All five agreements provide that the employee is entitled to participate in
any disability insurance, pension or other benefit plan afforded to employees
generally or to executives of Charter Communications, Inc. Mr. Vogel's agreement
provides that he will be reimbursed by Charter Communications, Inc. for the cost
of term life insurance in the amount of $5.0 million. The other four agreements
provide that, to the extent Charter Communications, Inc. does not provide life
insurance in an amount at least equal to the unpaid amount of the employee's
base salary through the end of the term of his agreement, Charter
Communications, Inc. will continue to pay his estate an amount equal to his base
salary in installments through the end of the term. Each of the agreements
contain non-solicitation and confidentiality provisions applicable to each
employee. Each of Mr. Vogel, Mr. Barford, and Mr. Kalkwarf is entitled to the
use of a car in accordance with his agreement. Mr. Vogel's agreement provides
that he is entitled to the reimbursement of fees and dues for his membership in
a country club of his choice. The base salary of any employee may be increased
at the discretion of the board of directors of Charter Communications, Inc.

Each agreement provides that, if it is terminated by Charter
Communications, Inc. without cause or by the employee for good reason (including
due to a change in control of Charter Communications, Inc.), Charter
Communications, Inc. will pay to the applicable employee an amount equal to the
aggregate base salary due to the employee for the remaining term and a full
prorated bonus for the year in which the termination occurs. In addition, each
agreement provides that Charter Communications, Inc. will indemnify and hold
harmless each employee to the maximum extent permitted by law from and against
any claims, damages, liabilities, losses, costs or expenses in connection with
or arising out of the performance by the applicable employee of his duties.

131

Mr. Vogel's agreement provides for automatic one-year renewals and that
Charter Communications, Inc. will cause him to be elected to the Charter
Communications, Inc. board of directors without any additional compensation.

JERALD L. KENT. Effective September 28, 2001, Jerald L. Kent resigned as
President, Chief Executive Officer and director of Charter Communications, Inc.
and all of its subsidiaries. Pursuant to the terms of Mr. Kent's separation
agreement, Mr. Kent's employment agreement with Charter Communications, Inc.
terminated effective September 28, 2001 and all of Mr. Kent's options covering
shares of Class A common stock of Charter Communications, Inc. and Charter
Communications Holding Company membership units were cancelled. Pursuant to the
terms of the separation agreement, Mr. Kent was entitled to: receive his
prorated base salary of $1.5 million through December 23, 2001; a $900,000
separation bonus; the right to direct charitable contributions by Charter
Communications, Inc. of up to $500,000; retain ownership of the vehicle provided
to Mr. Kent under his employment agreement; and, through December 23, 2001, the
right to use the corporate plane. Mr. Kent agreed to provide consulting services
to Charter Communications, Inc. through December 23, 2001. Mr. Kent's
indemnification rights under the employment agreement described below are still
in effect.

Mr. Kent's employment agreement provided that during the initial term, Mr.
Kent would receive an annual base salary of $1.25 million, or such higher rate
as was from time to time be determined by Charter Communications, Inc.'s board
of directors in its discretion, and an annual bonus up to $625,000, in an amount
determined by the board based on an assessment of the performance of Mr. Kent as
well as the achievement of certain financial targets. Charter Communications,
Inc. also agreed to cause Mr. Kent to be elected to Charter Communications,
Inc.'s board of directors without any additional compensation. Effective for
2001, Mr. Kent's base salary was increased to $1.5 million.

Under the employment agreement, Mr. Kent was entitled to participate in any
disability insurance, pension or other benefit plan afforded to employees
generally or to executives of Charter Communications, Inc. Mr. Kent was entitled
to be reimbursed by Charter Communications, Inc. for life insurance premiums of
up to $30,000 per year and was granted personal use of the corporate airplane.
Mr. Kent also was entitled to the use of a car valued at up to $100,000 and the
fees and dues for his membership in a country club of his choice. In 2000, Mr.
Kent did not avail himself of reimbursement for life insurance premiums or
country club dues.

The employment agreement further provided that Charter Communications, Inc.
would indemnify and hold harmless Mr. Kent to the maximum extent permitted by
law from and against any claims, damages, liabilities, losses, costs or expenses
in connection with or arising out of the performance by Mr. Kent of his duties.

STAY BONUSES. Charter Investment issued 1999 "stay bonuses" and Charter
Communications, Inc. issued 2000 and 2001 "stay bonuses" to executive officers
in the form of three-year promissory notes. One-third of the original
outstanding principal amount of each of these notes and interest is forgiven at
the end of each of the first three anniversaries of the issue date, as long as
the employee is still employed by the issuer of the bonus or any of its
affiliates. Generally, the promissory notes

132

bear interest at 7% per year. The following table provides certain information
about such notes as of December 31, 2001 with respect to our current executive
officers:

OUTSTANDING
PRINCIPAL
BALANCE AS OF
INDIVIDUAL ISSUE DATE DECEMBER 31, 2001
- ---------- ------------ -----------------

David C. Andersen............................... April 2000 $100,000
David G. Barford(1)............................. January 1999 150,000
J. Christian Fenger(1).......................... January 1999 50,000
Eric A. Freesmeier(1)........................... January 1999 150,000
Thomas R. Jokerst(1)............................ January 1999 150,000
Kent D. Kalkwarf(1)............................. January 1999 150,000
Ralph G. Kelly(1)............................... January 1999 150,000
Paul E. Martin(1)............................... March 2000 75,000
David L. McCall(1).............................. January 1999 150,000
Majid R. Mir.................................... March 2001 240,000
John C. Pietri(1)............................... January 1999 75,000
Michael Riddle.................................. October 1999 15,000
Steven A. Schumm(1)............................. January 1999 300,000
Curtis S. Shaw(1)............................... January 1999 150,000
Stephen E. Silva(1)............................. January 1999 100,000

- -------------------------

(1) As of February 22, 2002, the remaining principal and accrued interest on
these notes was forgiven, so that these notes are no longer outstanding.

LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION MATTERS

Charter Communications, Inc.'s restated certificate of incorporation limits
the liability of directors to the maximum extent permitted by Delaware law. The
Delaware General Corporation Law provides that a corporation may eliminate or
limit the personal liability of a director for monetary damages for breach of
fiduciary duty as a director, except for liability for:

(1) any breach of the director's duty of loyalty to the corporation
and its shareholders;

(2) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

(3) unlawful payments of dividends or unlawful stock purchases or
redemptions; or

(4) any transaction from which the director derived an improper
personal benefit.

Charter Communications, Inc.'s bylaws provide that we will indemnify all
persons whom we may indemnify pursuant thereto to the fullest extent permitted
by law.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling Charter
Communications, Inc. pursuant to the foregoing provisions, we have been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

133

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding beneficial
ownership of Charter Communications, Inc.'s Class A common stock as of March 31,
2002:

- each of our directors and the directors of Charter Communications, Inc.

- the current chief executive officer and the executive officers of Charter
Communications, Inc. named in the Summary Compensation Table;

- all directors and executive officers of Charter Holdings and Charter
Communications, Inc. as a group; and

- each person known by us to own beneficially 5% or more of the outstanding
Charter Communications, Inc. Class A common stock.

With respect to the percentage of voting power set forth in the following
table:

- each holder of Charter Communications, Inc. Class A common stock is
entitled to one vote per share; and

- each holder of Charter Communications, Inc. Class B common stock is
entitled to a number of votes based on the number of such holder's and
his affiliates' shares of Class B common stock and membership units of
Charter Communications Holding Company exchangeable for Class B common
stock. For example, Mr. Allen is entitled to ten votes for each share of
Class B common stock held by him or his affiliates and ten votes for each
membership unit of Charter Communications Holding Company held by him or
his affiliates.

UNVESTED
RESTRICTED CLASS A CLASS A
NUMBER OF CLASS A SHARES SHARES CLASS A SHARES
CLASS A SHARES SHARES RECEIVABLE RECEIVABLE ON RECEIVABLE ON NUMBER OF
(VOTING AND (VOTING ON EXERCISE EXERCISE OF EXERCISE OF CLASS B
INVESTMENT POWER ONLY) OF VESTED CONVERTIBLE EXCHANGE SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER POWER)(1) (2) OPTIONS(3) SR. NOTES RIGHTS OWNED
- ------------------------------------ -------------- ----------- ----------- ------------- -------------- ---------

Paul G. Allen(7).................. 11,733,033 10,000 -- 50,000
Charter Investment(8)............. -- -- --
Vulcan Cable III(9)............... -- -- --
Carl E. Vogel..................... 12,500 37,500 850,000 --
John H. Tory...................... -- 40,000 --
Marc B. Nathanson(11)............. 9,038,435 50,000 --
Ronald L. Nelson.................. 37,500 50,000 --
Nancy B. Peretsman................ 60,000 50,000 --
William D. Savoy.................. -- 50,000 --
Larry W. Wangberg................. 3,000 40,000 --
Steven A. Schumm(12).............. 5,940 528,037 --
David G. Barford.................. 15,000 37,500 385,083 --
Kent D. Kalkwarf.................. 24,500 37,500 391,333 --
David L. McCall................... 15,950 26,250 182,083 --
All current directors and executive
officers as a group (23
persons)(13)..................... 21,071,633 165,750 3,843,035 -- 50,000
Jerald L. Kent(14)................ 34,000 -- --
Massachusetts Financial Services
Company(15)...................... 23,434,034(16) 1,336,220
Janus Capital Corporation(17)..... 28,001,995(16)
AT&T Corp.(18).................... 24,273,943

CLASS B
SHARES ISSUABLE % OF
UPON EXCHANGE OR % OF VOTING
CONVERSION OF EQUITY POWER
NAME AND ADDRESS OF BENEFICIAL OWNER UNITS(4) (4)(5) (5)(6)
- ------------------------------------ ---------------- ------ ------

Paul G. Allen(7).................. 339,132,031(7) 55.37% 92.33%
Charter Investment(8)............. 222,818,858(8) 43.06% *
Vulcan Cable III(9)............... 116,313,173(9)(10) 28.31% *
Carl E. Vogel..................... * *
John H. Tory...................... * *
Marc B. Nathanson(11)............. 3.08% *
Ronald L. Nelson.................. * *
Nancy B. Peretsman................ * *
William D. Savoy.................. 972,960(10) * *
Larry W. Wangberg................. * *
Steven A. Schumm(12).............. * *
David G. Barford.................. * * *
Kent D. Kalkwarf.................. * * *
David L. McCall................... * * *
All current directors and executive
officers as a group (23
persons)(13)..................... 339,132,031 57.22% 92.59%
Jerald L. Kent(14)................ * *
Massachusetts Financial Services
Company(15)...................... 7.95% *
Janus Capital Corporation(17)..... 9.51% *
AT&T Corp.(18).................... 7.61% *

- ---------------
* Less than 1%.

134

(1) Includes shares for which the named person has:

- sole voting and investment power; or

- shared voting and investment power with a spouse.

Does not include shares that may be acquired through exercise of options.

(2) Includes unvested shares of restricted stock issued under the 2001 Stock
Incentive Plan, as to which the applicable employee has sole voting power
but not investment power.

(3) Includes shares of Class A common stock issuable upon exercise of options
vested on or before May 30, 2002 under the 1999 Charter Communications
Option Plan and the 2001 Stock Incentive Plan.

(4) Beneficial ownership is determined in accordance with Rule 13d-3. The
beneficial owners of Charter Communications, Inc. Class B common stock,
Charter Communications Holding Company membership units, CC VIII, LLC
membership units and convertible senior notes of Charter Communications,
Inc. are deemed to be beneficial owners of an equal number of shares of
Charter Communications, Inc. Class A common stock because such holdings are
either convertible into Class A shares (in the case of Class B shares and
convertible senior notes) or exchangeable (directly or indirectly) for
Class A shares (in the case of the membership units) on a one-for-one
basis. Unless otherwise noted, the named holders have sole investment and
voting power with respect to the shares listed as beneficially owned.

(5) The calculation of this percentage assumes for each person that:

- 294,536,963 shares of Class A common stock are currently issued and
outstanding;

- 50,000 shares of Class B common stock held by Mr. Allen have been
converted into shares of Class A common stock;

- the acquisition by such person of all shares of Class A common stock that
such person or affiliates of such person has the right to acquire upon
exchange of membership units in subsidiaries or conversion of Series A
Convertible Redeemable Preferred Stock or 5.75% or 4.75% convertible
senior notes;

- the acquisition by such person of all shares that may be acquired upon
exercise of options to purchase shares or exchangeable membership units
that have vested or will vest by May 30, 2002; and

- that none of the other listed persons or entities has received any shares
of Class A common stock that are issuable to any of such persons pursuant
to the exercise of options or otherwise.

A person is deemed to have the right to acquire shares of Class A common
stock with respect to options vested under the 1999 Charter Communications
Option Plan. When vested, these options are exercisable for membership units
of Charter Communications Holding Company, which are immediately exchanged
on a one-for-one basis for shares of Charter Communications, Inc. Class A
common stock. A person is also deemed to have the right to acquire shares of
Class A common stock issuable upon the exercise of vested options under the
2001 Stock Incentive Plan.

(6) The calculation of this percentage assumes that Mr. Allen's equity
interests are retained in the form that maximizes voting power (i.e., the
50,000 shares of Class B common stock held by Mr. Allen have not been
converted into shares of Class A common stock; that the membership units of
Charter Communications Holding Company owned by each of Vulcan Cable III
and Charter Investment have not been exchanged for shares of Class A common
stock); and that

135

outstanding membership units of CC VIII, LLC owned by certain Bresnan sellers
have not been exchanged for shares of Class A common stock.

(7) The address of this person is: 505 Fifth Avenue South, Suite 900, Seattle,
WA 98104. The total listed includes:

- 222,818,858 membership units in Charter Communications Holding Company
held by Charter Investment; and

- 116,313,173 membership units in Charter Communications Holding Company
held by Vulcan Cable III

(8) Includes 222,818,858 membership units in Charter Communications Holding
Company which are exchangeable for shares of Class B common stock on a
one-for-one basis, which are convertible to shares of Class A common stock
on a one-for-one basis. The address of this person is Charter Plaza, 12405
Powerscourt Drive, St. Louis, MO 63131.

(9) Includes 116,313,173 membership units in Charter Communications Holding
Company which are exchangeable for shares of Class B common stock on a
one-for-one basis, which are convertible to shares of Class A common stock
on a one-for-one basis. The address of this person is: 505 Fifth Avenue
South, Suite 900, Seattle, WA 98104.

(10) Includes 972,960 shares issuable upon exchange of membership units that may
be acquired by Mr. Savoy upon exercise of options from Vulcan Cable III
that have vested or will vest by May 30, 2002.

(11) Consists of the following shares:

- 4,023,336 shares for which he has sole investment and voting power;

- 5,543,654 shares for which he has shared investment and voting power; and

- 400,445 shares for which he has sole investment power and shared voting
power.

(12) Includes 3,700 shares for which Mr. Schumm has shared investment and voting
power.

(13) Does not include 19,750 shares of Class A common stock and options held by
Paul E. Martin, who became an executive officer on April 22, 2002.

(14) As of September 28, 2001, Jerald L. Kent no longer served as President,
Chief Executive Officer and Director.

(15) The address of this person is: 500 Boylston Street, Boston, MA 02116.

(16) Based on the shareholder's most recent Form 13F or 13G filing, as
applicable, with the SEC as of March 31, 2002.

(17) The address of this person is: 100 Fillmore Street, Suite 300, Denver, CO
80206.

(18) Includes 24,273,943 preferred membership units in CC VIII held by
subsidiaries of AT&T Corp. that were Bresnan sellers (TCI Bresnan LLC and
TCID of Michigan, Inc.). The units are exchangeable by the Bresnan sellers
at any time for shares of Class A common stock on a one-for-one basis. The
Bresnan sellers also have a right to put these units to Mr. Allen on or
before April 14, 2003. The address of this person is: 32 Avenue of the
Americas, New York, New York 10013.

136

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following sets forth certain transactions in which we and our
directors, executive officers and affiliates are involved. Unless otherwise
disclosed, management believes that each of the transactions described below was
on terms no less favorable to us than could have been obtained from independent
third parties.

MANAGEMENT AND CONSULTING ARRANGEMENTS

MANAGEMENT ARRANGEMENTS. Charter Communications, Inc. has entered into
management arrangements with Charter Communications Holding Company and certain
of its subsidiaries. Under these agreements, Charter Communications, Inc.
provides management services for and operates the cable television systems owned
or acquired by its subsidiaries. The management agreements covering the CC VI
and CC VII companies limit management fees payable to Charter Communications,
Inc. to 5% of gross revenues. Under the arrangement covering all of our other
operating subsidiaries, there is no limit on the dollar amount or percentage of
revenues payable as management fees. However, the total amount paid by Charter
Communications Holding Company and all of its subsidiaries is limited to the
amount necessary to reimburse Charter Communications, Inc. for all of its
expenses, costs, losses, liabilities and damages paid or incurred by it in
connection with the performance of its services under the various management
agreements. The expenses subject to reimbursement include any fees Charter
Communications, Inc. is obligated to pay under the mutual services agreement
described below. Payment of management fees by Charter Communications, Inc.'s
operating subsidiaries is subject to certain restrictions under the credit
facilities of such subsidiaries. In the event any portion of the management fee
due and payable is not paid, it is deferred by Charter Communications, Inc. and
accrued as a liability of such subsidiaries.

Any deferred amount of the management fee will bear interest at the rate of
10% per annum, compounded annually, from the date it was due and payable until
the date it is paid.

For the year ended December 31, 2001, Charter Communications, Inc. received
a total of $6.2 million as management fees from Charter Communications Holding
Company and its subsidiaries, exclusive of amounts being paid to Charter
Investment pursuant to the mutual services agreement described below.

MUTUAL SERVICES AGREEMENT. During 2001, pursuant to a mutual services
agreement between Charter Communications, Inc., Charter Communications Holding
Company and Charter Investment, Charter Communications Holding Company leased
the necessary personnel and provided services on a cost-reimbursement basis to
Charter Communications, Inc. to manage its subsidiaries. The mutual services
agreement provides that each party shall provide rights and services to the
other parties as may be reasonably requested for the management of the entities
involved and their subsidiaries, including the cable systems owned by their
subsidiaries. The officers and employees of each party are available to the
other parties to provide these rights and services, and all expenses and costs
incurred in providing these rights and services are paid by Charter
Communications, Inc. Each of the parties will indemnify and hold harmless the
other parties and their directors, officers and employees from and against any
and all claims that may be made against any of them in connection with the
mutual services agreement except due to its or their gross negligence or willful
misconduct. The mutual services agreement expires on November 12, 2009, and may
be terminated at any time by any party upon thirty days' written notice to the
other. For the year ended December 31, 2001, Charter Communications, Inc. paid
$50.7 million to Charter Investment for services rendered pursuant to the mutual
services agreement. All such amounts are reimbursable to Charter Communications,
Inc. pursuant to a management arrangement with its subsidiaries. See
"-- Management Arrangements."

137

CONSULTING AGREEMENT. Charter Communications Holding Company is a party to
a consulting agreement with Vulcan Inc. (f/k/a Vulcan Northwest) and Charter
Investment. Pursuant to this consulting agreement, Vulcan Inc. provides and,
through January 2001, Charter Investment provided, advisory, financial and other
consulting services with respect to the acquisitions by Charter Communications
Holding Company of the business, assets or stock of other companies. Such
services include participation in the evaluation, negotiation and implementation
of these acquisitions. The original agreement had an expiration date of December
31, 2000, but has and will continue to automatically renew for successive
one-year terms unless otherwise terminated. The consulting agreement provides
for a fee equal to 1% of the aggregate value of any acquisition by Charter
Communications Holding Company or any of its affiliates, for which Vulcan
provides services, as well as reimbursement of reasonable out-of-pocket expenses
incurred and indemnification. For the year ended December 31, 2001, no fees were
incurred with respect to these consulting services. Because Charter Investment
personnel became employees of Charter Communications Holding Company effective
January 1, 2001, Charter Investment no longer provides services pursuant to the
terms of the agreement.

PREVIOUS MANAGEMENT AGREEMENT WITH CHARTER INVESTMENT. Prior to November
12, 1999, Charter Investment provided management and consulting services to our
operating subsidiaries for a fee equal to 3% of the gross revenues of the
systems then owned, plus reimbursement of expenses. The balance of management
fees payable under the previous management agreement was accrued with payment at
the discretion of Charter Investment, with interest payable on unpaid amounts.
For the year ended December 31, 2001, Charter Communications, Inc.'s
subsidiaries did not pay any fees to Charter Investment to reduce management
fees payable. As of December 31, 2001, total management fees payable to Charter
Investment were $13.8 million, exclusive of any interest that may be charged.

ALLOCATION OF BUSINESS OPPORTUNITIES WITH MR. ALLEN

As described under "Business Relationships" in this section, Mr. Allen and
a number of his affiliates have interests in various entities that provide
services or programming to our subsidiaries. Given the diverse nature of Mr.
Allen's investment activities and interests, and to avoid the possibility of
future disputes as to potential business, Charter Communications, Inc. and
Charter Communications Holding Company, under the terms of their respective
organizational documents, may not, and may not allow their subsidiaries to
engage in any business transaction outside the cable transmission business,
except for the digeo, inc. joint venture; the joint venture to develop a digital
video recorder set-top terminal; the investment in High Speed Access Corp.; the
investment in Cable Sports Southeast, LLC, a provider of regional sports
programming; as an owner and operator of the business of Interactive Broadcaster
Services Corporation (Chat TV); an investment in @Security Broadband Corp., a
company developing broadband security applications; and incidental businesses
engaged in as of the closing of Charter Communications, Inc.'s initial public
offering in November 1999. This restriction will remain in effect until all of
the shares of Charter Communications, Inc.'s high-vote Class B common stock have
been converted into shares of Class A common stock due to Mr. Allen's equity
ownership falling below specified thresholds.

Should Charter Communications, Inc. or Charter Communications Holding
Company or any of their subsidiaries wish to pursue, or allow their subsidiaries
to pursue, a business transaction outside of this scope, it must first offer Mr.
Allen the opportunity to pursue the particular business transaction. If he
decides not to pursue the business transaction and consents to Charter
Communications, Inc. or its subsidiaries engaging in the business transaction,
they will be able to do so. In any such case, the restated certificate of
incorporation of Charter Communications, Inc. and the amended and restated
limited liability company agreement of Charter Communications Holding Company
would be amended accordingly to modify the current restrictions on the ability
of such

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entities to engage in any business other than the cable transmission business.
The cable transmission business means the business of transmitting video, audio,
including telephony, and data over cable television systems owned, operated or
managed by Charter Communications, Inc., Charter Communications Holding Company
or any of their subsidiaries from time to time.

Under Delaware corporate law, each director of Charter Communications,
Inc., including Mr. Allen, is generally required to present to Charter
Communications, Inc., any opportunity he or she may have to acquire any cable
transmission business or any company whose principal business is the ownership,
operation or management of cable transmission businesses, so that we may
determine whether we wish to pursue such opportunities. However, Mr. Allen and
the other directors generally will not have an obligation to present other types
of business opportunities to Charter Communications, Inc. and they may exploit
such opportunities for their own account.

INTERCOMPANY LOANS

From time to time, there are intercompany borrowings and repayments between
or among Charter Communications, Inc. and its subsidiaries and between or among
our subsidiaries. For amounts borrowed, our practice is for the borrowing party
to pay interest to the lending party based on the borrower's cost of funds on
its revolving credit facility, which is based on a spread over LIBOR. On
occasion, indebtedness between companies has been forgiven in lieu of a
contribution to capital. The average month-end outstanding principal balance of
indebtedness from our subsidiaries to Charter Communications Holding Company,
our parent company, during the year ended December 31, 2001 was $189.0 million.
The total interest paid by our subsidiaries for parent company for indebtedness
was $3.2 million for the year ended December 31, 2001, and accrued interest on
such debt at December 31, 2001 was $500,000.

OTHER RELATIONSHIPS

David L. McCall, Senior Vice President -- Operations -- Eastern Division,
is a partner in a partnership that leases office space to us. The partnership
received approximately $117,600 pursuant to such lease and related agreements
for the year ended December 31, 2001. In addition, approximately $571,553 was
paid to a construction company controlled by Mr. McCall's brother and $462,071
to a construction company controlled by Mr. McCall's son for the year ended
December 31, 2001.

Mr. Wood resigned as a director in December 2001. In 2001, the benefit to a
company controlled by Mr. Wood that owned an airplane for the full annual cost
of two individuals qualified to operate the plane, who were otherwise available
to Charter Communications, Inc. in connection with its own flight operations was
approximately $108,500 for annual compensation to the pilots. Charter
Communications, Inc. is entitled to reimbursement for these amounts. In
addition, Mr. Wood also used Charter Communications, Inc.'s airplane for
occasional personal use in 2001, a benefit valued at $12,500 for the year ended
December 31, 2001.

Additionally, in 1999, one of Mr. Wood's daughters, who resigned as a Vice
President of Charter Communications Holding Company in February 2002, received a
bonus in the form of a three-year promissory note bearing interest at 7% per
year. One-third of the original outstanding principal amount of the note and
interest were forgiven as long as she remained employed by Charter
Communications Holding Company at the end of each of the first three
anniversaries of the issue date in February 1999. The amount of principal and
interest forgiven on this note for the year ended December 31, 2001, was
$85,500, and the outstanding balance on the note was forgiven effective as of
February 22, 2002. Another daughter of Mr. Wood received approximately $70,210
from Charter Communications Holding Company during the year ended December 31,
2001 for event planning services performed by her company.

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Companies controlled by Mr. Nathanson, a director of Charter
Communications, Inc., leased certain office space in Pasadena, California, and
warehouse space in Riverside, California, to our subsidiaries. For the Pasadena
office lease, which Charter Communications, Inc. terminated in April 2001 in
exchange for a payment of $638,600, aggregate rent of $204,000 was paid from
January 1, 2001 to April 2001. For the Riverside warehouse space, aggregate rent
paid for the year ended December 31, 2001 was $182,989.

EMPLOYMENT AGREEMENTS AND CONSULTING ARRANGEMENTS

Certain of our executive officers are party to employment agreements with
Charter Communications, Inc. and other compensatory arrangements, including
"stay" bonuses in the form of promissory notes, and certain directors are party
to agreements with Charter Communications, Inc. regarding their service on the
Board of Directors. These transactions are described in "Executive
Compensation -- Employment and Consulting Arrangements."

BUSINESS RELATIONSHIPS

Mr. Allen or his affiliates own equity interests or warrants to purchase
equity interests in various entities with which we do business or which provide
us with services or programming. Among these entities are Wink Communications,
Inc., TechTV Inc., USA Networks, Inc., Oxygen Media Corporation, digeo, inc.,
Microsoft Corporation and, prior to February 28, 2002, High Speed Access Corp.
Mr. Allen owns 100% of the equity of Vulcan Ventures and Vulcan Inc. and is the
president of Vulcan Ventures. Mr. Savoy is also a vice president and a director
of Vulcan Ventures. The various cable, Internet and telephony companies in which
Mr. Allen has invested may mutually benefit one another. The agreements
governing our relationship with digeo, inc. are an example of a cooperative
business relationship among his affiliated companies. We can give no assurance,
nor should you expect, that any of these business relationships will be
successful, that we will realize any benefits from these relationships or that
we will enter into any business relationships in the future with Mr. Allen's
affiliated companies.

Mr. Allen and his affiliates have made, and in the future likely will make,
numerous investments outside of us and our business. We cannot assure you that,
in the event that we or any of our subsidiaries enter into transactions in the
future with any affiliate of Mr. Allen, such transactions will be on terms as
favorable to us as terms we might have obtained from an unrelated third party.
Also, conflicts could arise with respect to the allocation of corporate
opportunities between us and Mr. Allen and his affiliates. We have not
instituted any formal plan or arrangement to address potential conflicts of
interest.

In February 2001, Charter Communications, Inc. entered into certain of the
purchase agreements related to the AT&T transactions and in June 2001, it
assigned its rights and obligations under these contracts to certain of our
subsidiaries, which purchased the assets from AT&T. In August 2001, the systems
acquired in the Cable USA transaction by Charter Communications, Inc. and
Charter Communications Holding Company, were contributed through Charter
Holdings to certain of our subsidiaries which now own and operate these systems.

With respect to the following business relationships, unless otherwise
noted where Charter Communications, Inc. and Charter Communications Holding
Company are party to an agreement, we function as the operating entity under the
contract receiving all revenue, making all payments and fulfilling the
operational commitments under the contracts. In these cases references to "we",
"us" or "our" relate to commitments made by our direct and indirect parent (and
manager) that operate through us and our systems.

VULCAN VENTURES. Vulcan Ventures Incorporated, an entity controlled by Mr.
Allen, Charter Communications, Inc., Charter Investment and Charter
Communications Holding Company are
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parties to an agreement dated September 21, 1999 regarding the right of Vulcan
Ventures to use up to eight of our digital cable channels in consideration of a
capital contribution of $1.325 billion. Specifically, we will provide Vulcan
Ventures with exclusive rights for carriage of up to eight digital cable
television programming services or channels on each of the digital cable
television systems with local and to the extent available, national control of
the digital product owned, operated, controlled or managed by Charter
Communications, Inc. or its subsidiaries now or in the future of 550 megahertz
or more. If the system offers digital services but has less than 550 megahertz
of capacity, then the programming services will be equitably reduced. Upon
request of Vulcan Ventures, we will attempt to reach a comprehensive programming
agreement pursuant to which we will pay the programmer, if possible, a fee per
digital subscriber. If such fee arrangement is not achieved, then we and the
programmer shall enter into a standard programming agreement. As of December 31,
2001, Vulcan Ventures did not use any of these channels.

HIGH SPEED ACCESS. High Speed Access Corp. has been a provider of
high-speed Internet access services over cable modems. During the period from
1997 to 2000, certain Charter Communications entities entered into
Internet-access related service agreements, and both Vulcan Ventures, an entity
controlled by Mr. Allen, Charter Communications Holding Company and one of our
subsidiaries made equity investments in High Speed Access.

On September 28, 2001, Charter Communications Holding Company and High
Speed Access entered into an asset purchase agreement pursuant to which Charter
Communications Holding Company agreed to purchase from High Speed Access the
contracts and associated assets, and assume related liabilities, that serve our
customers, including a customer contact center, network operations center and
provisioning software. On December 20, 2001, Charter Communications Holding
Company assigned certain of its rights under the asset purchase agreement and
certain related agreements to our subsidiary, CC Systems, LLC. The transaction
closed on February 28, 2002. At the closing, CC Systems wired funds in the
amount of $77.5 million to High Speed Access and delivered 37,000 shares of High
Speed Access's Series D convertible preferred stock and all of the warrants to
buy High Speed Access common stock owned by Charter Communications Holding
Company and High Speed Access purchased 38,000 shares of its Series D Preferred
Stock from Vulcan Ventures for $8.0 million. To secure indemnity claims against
High Speed Access under the asset purchase agreement, $2.0 million of the
purchase price was held back. Additional purchase price adjustments may be made
as provided in the asset purchase agreement. Charter Communications Holding
Company obtained a fairness opinion from a qualified investment-banking firm
regarding the valuation of the assets purchased by CC Systems pursuant to the
asset purchase agreement. Concurrently with the closing of the transaction, High
Speed Access purchased all of its common stock held by Vulcan Ventures, and
certain of the agreements between Charter Communications Holding Company and
High Speed Access Corp., including the programming content agreement, the
services agreement, the systems access agreement, the 1998 network services
agreement and the May 2000 network services agreement, each as described in more
detail below, were terminated. As of December 31, 2000, the carrying value of
our and Charter Communications Holdings Company's investment in High Speed
Access was approximately $36.0 million and $2.2 million, respectively. As of
December 31, 2001, the carrying value of the investment in High Speed Access was
zero.

On September 28, 2001, in connection with the asset purchase agreement with
High Speed Access, Charter Communications Holding Company and High Speed Access
entered into a license agreement that was effective on February 28, 2002,
pursuant to which Charter Communications Holding Company granted High Speed
Access the right to use certain intellectual property sold by High Speed Access
to Charter Communications Holding Company pursuant to the asset purchase
agreement described above. High Speed Access does not pay any fees under the
agreement. The domestic portion of the license terminates on June 30, 2002, and
the international portion of the

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license will expire on February 2, 2005. Concurrently with the license
agreement, High Speed Access and Charter Communications, Inc. entered into a
services agreement, pursuant to which Charter Communications, Inc. agreed to
perform certain management services formerly performed by High Speed Access.
This agreement terminated on February 28, 2002, upon the closing of the asset
purchase agreement.

In 2001, Charter Communications Holding Company was a party to a systems
access and investment agreement with Vulcan Ventures and High Speed Access and a
related network services agreement with High Speed Access. These agreements
provided High Speed Access with exclusive access to at least 750,000 of our
homes that had either an installed cable drop from our cable system or that were
eligible for a cable drop by virtue of our cable system passing the home. The
term of the network services agreement was, as to a particular cable system,
five years from the date revenue billing commenced for that cable system. The
programming content agreement provided each of Vulcan Ventures and High Speed
Access with a license to use certain content and materials of the other on a
non-exclusive, royalty-free basis. The revenues we earned from High Speed Access
for the year ended December 31, 2001 were approximately $7.8 million.

Additionally, Charter Communications Holding Company, as the assignee of
Vulcan Ventures, held warrants that were amended and restated on May 12, 2000,
giving Charter Communications Holding Company the right to purchase up to
12,000,000 shares of High Speed Access common stock at an exercise price of
$3.23 per share. A portion of the warrants could be earned under the agreements
described above, and the other portion related to warrants that could be earned
under a network agreement entered into with High Speed Access on May 12, 2000,
described below. Warrants earned under the agreements described above became
vested at the time systems were committed by us and were based upon the number
of homes passed. Warrants under these agreements could only be earned until July
31, 2003, and were earned at the rate of 1.55 shares of common stock for each
home passed in excess of 750,000. Warrants earned under the agreements described
above were exercisable until May 25, 2006. Such warrants were subject to
forfeiture in certain circumstances, generally if we withdrew a committed
system.

On May 12, 2000, Charter Communications, Inc. entered into a second network
services agreement with High Speed Access, which was assigned by Charter
Communications, Inc. to Charter Communications Holding Company on August 1,
2000. Under the terms of the May 12, 2000 network services agreement, we agreed
to commit a total of 5,000,000 homes passed, including all homes passed in
systems previously committed by us, to High Speed Access (other than full
turnkey systems), on or prior to May 12, 2003. With respect to each system
launched or intended to be launched, we paid a per customer fee to High Speed
Access according to agreed pricing terms. In addition, we compensated High Speed
Access for services exceeding certain minimum thresholds. For the year ended
December 31, 2001, we paid High Speed Access approximately $12.9 million under
this agreement and the 1998 network services agreement.

Warrants earned under the May 12, 2000 network services agreement vested at
the time we authorized High Speed Access to proceed with respect to a system,
and were based upon the number of homes passed in such system. With respect to
the initial total 5,000,000 homes passed, the warrant provided that Charter
Communications Holding Company would have the right to purchase 0.775 shares of
common stock for every home passed. With respect to any additional homes passed
in excess of 5,000,000, the warrant provided that Charter Communications Holding
Company would have the right to purchase 1.55 shares of common stock for every
home passed. Warrants earned under the agreement were exercisable until 7 1/2
years from the date they were earned, and generally were not subject to
forfeiture. High Speed Access had agreed to increase the number of shares of
common stock subject to the amended and restated warrant, upon Charter
Communications Holding Company's request, if the number of warrants earned
exceeded 11,500,000. High Speed Access also

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granted Charter Communications Holding Company certain registration rights with
respect to shares of common stock held by Charter Communications Holding Company
and its direct and indirect subsidiaries, including shares of common stock
issuable upon exercise of the amended and restated warrant. The May 2000 network
services agreement with High Speed Access had a term of five years starting in
May 2000. Charter Communications Holding Company had the option to renew the
agreement for additional successive five-year terms on similar terms. All of the
warrants earned under the network services agreements described above were
cancelled in connection with the closing of the asset purchase agreement on
February 28, 2002.

On December 5, 2000 pursuant to a preferred stock purchase agreement
entered into as of October 19, 2000, one of our subsidiaries, Charter
Communications Ventures, LLC, and Vulcan Ventures purchased 37,000 shares and
38,000 shares, respectively, of Series D convertible preferred stock of High
Speed Access for $37.0 million and $38.0 million, respectively. The preferred
stock had a liquidation preference of $1,000 per share plus declared but unpaid
dividends and generally shared in dividends on High Speed Access common stock on
an "as converted to common stock" basis. Each share of Series D preferred stock
was convertible into that number of shares of common stock of High Speed Access
calculated by dividing the liquidation preference by the conversion price per
share, which was $5.01875, subject to adjustments for certain events. Each share
of Series D preferred stock was therefore convertible into 199.25 shares of High
Speed Access common stock, so long as no adjustments occurred and there were no
declared but unpaid dividends. In connection with their acquisition of the
Series D convertible preferred stock, Charter Communications Ventures and Vulcan
Ventures were granted certain preemptive, first refusal, registration and
significant board representation rights as part of the transaction. At the
closing on February 28, 2002 of the asset acquisition from High Speed Access, CC
Systems delivered to High Speed Access the 37,000 shares of Series D convertible
preferred stock acquired by Charter Communications Ventures and High Speed
Access purchased from Vulcan Ventures its Series D convertible preferred stock.

Immediately prior to our acquisition from High Speed Access on February 28,
2001, Vulcan Ventures owned 20,222,139 shares of common stock and 38,000 shares
of Series D convertible preferred stock of High Speed Access, Charter
Communications Ventures owned 37,000 shares of Series D convertible preferred
stock and Charter Communications Holding Company held warrants convertible into
2,650,659 shares of common stock. If all of the shares of preferred stock and
warrants were converted into common stock, then Mr. Allen, through his
affiliates, would have beneficially owned 48.5% of the common stock of High
Speed Access as of January 23, 2002. Following the consummation of the
transactions contemplated by the asset purchase agreement with High Speed Access
and related agreements, neither Charter Communications Holding Company, we nor
Vulcan Ventures beneficially owned any securities of, or were otherwise
affiliated with, High Speed Access.

WORLDGATE/TVGATEWAY. WorldGate Communications, Inc. is a provider of
Internet access through cable systems. Charter Communications, Inc. has an
affiliation agreement with WorldGate for an initial term which expires in
November 2002. The agreement automatically renews for additional successive
two-year periods upon expiration of the initial five-year term, unless
terminated by either party for failure of the other party to perform any of its
obligations or undertakings required under the agreement. We started offering
WorldGate service in 1998. Pursuant to the agreement, Charter Communications,
Inc. agreed to deploy the WorldGate Internet access service within a portion of
our cable systems and to install the appropriate headend equipment in all of our
major markets in those systems. Major markets for purposes of this agreement
include those in which we have more than 25,000 customers. We incur the cost for
the installation of headend equipment. In addition, to the extent we determine
that it is economically practical, we have agreed to use our reasonable best
efforts to deploy such service in all non-major markets that are technically
capable of providing interactive pay-per-view service. When WorldGate has a
telephone return path service

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available, we will, if economically practical, use all reasonable efforts to
install the appropriate headend equipment and deploy the WorldGate service in
our remaining markets. Telephone return path service is the usage of telephone
lines to connect to the Internet to transmit data or receive data. We have also
agreed to market the WorldGate service within our market areas. We pay a monthly
subscriber access fee to WorldGate based on the number of subscribers to the
WorldGate service. We have the discretion to determine what fees, if any, we
will charge our subscribers for access to the WorldGate service. For the year
ended December 31, 2001, we paid WorldGate approximately $1.729 million,
consisting of $1.529 million for equipment purchases and $199,470 for subscriber
access fees. We charged our subscribers approximately $342,000 for the year
ended December 31, 2001.

On July 25, 2000, Charter Communications Holding Company entered into a
joint venture, named TVGateway, LLC, with WorldGate and several other cable
operators to develop and deploy a server-based interactive program guide.
Charter Communications Holding Company initially invested $850,000, providing it
a 16.25% ownership interest in the joint venture and through subsequent
investments of $1.0 million, $1.5 million and $1.5 million in December 2000,
July 2001 and December 2001, respectively, increased its ownership interest to
17.63% as of December 31, 2001. For the first four years after the formation of
TVGateway, Charter Communications Holding Company will earn additional ownership
units, up to a maximum of 750,000 ownership units, as the interactive program
guide is deployed to our customers. On August 15, 2000, in connection with the
formation of the joint venture, Charter Communications Holding Company purchased
31,211 shares of common stock of WorldGate at $16.02 per share for a total
purchase price of $500,000. As a result of this purchase, Charter Communications
Holding Company received a $125,000 credit from WorldGate against future
equipment purchases relating to the deployment of its service. Additionally,
WorldGate granted Charter Communications Holding Company warrants to purchase up
to 500,000 shares of WorldGate common stock for a period of seven years at a
exercise price of $24.78 per share. For a period of three years from the date of
closing, Charter Communications Holding Company will also be issued warrants to
purchase common stock of WorldGate based on the number of two-way digital homes
passed in the systems in which Charter Communications Holding Company has
deployed WorldGate service. As of December 31, 2001, Charter Communications
Holding Company had earned warrants to purchase 27,853 shares, but has not yet
received documentation evidencing them. One of our subsidiaries holds additional
warrants to purchase 263,353 shares of WorldGate common stock for $10.65 per
share, which expire on June 30, 2002 and also owns 107,554 shares of WorldGate
common stock for which it paid a total of $1.5 million. As of December 31, 2001
and 2000, the carrying value of our investment in WorldGate was approximately
$80,000 and $300,000, respectively, and the carrying value of Charter
Communications Holding Company's investment in WorldGate and TVGateway was
approximately $103,000 and $29,000, respectively, and $2.6 million and $1.1
million, respectively.

WINK. Wink Communications, Inc. offers an enhanced broadcasting system
that adds interactivity and electronic commerce opportunities to traditional
programming and advertising. Viewers can, among other things, find news, weather
and sports information on-demand and order products through use of a remote
control.

Charter Communications Holding Company is party to a June 7, 2001 cable
affiliation agreement for a three year term with Wink, which was amended in
October 2001 and in March 2002. The agreement has three one-year renewal options
at our discretion. Pursuant to the agreement, Wink granted Charter
Communications Holding Company and its subsidiaries a non-exclusive license to
use the Wink software to deliver the enhanced broadcasting services to our cable
systems. Charter Communications Holding Company agreed to make commercially
reasonable efforts to deploy the Wink services to three million subscribers for
which it is eligible to receive a launch fee for transactions generated by our
customers. Wink also agreed to issue Charter Communications Holding

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Company one million shares of Wink common stock subject to finalization of a
grant agreement. As a result of this stock grant, Charter Communications
Holdings Company will have an equity ownership in Wink that exceeds 5%. Under
the amended agreement we agreed to pay a fee for the license grant and Wink
agreed to purchase an advertising package during 2002 and 2003. At December 31,
2001, Vulcan Ventures had an approximate 2% equity interest in Wink.

TECHTV. TechTV Inc. operates a cable television channel which broadcasts
shows about technology. Pursuant to a carriage agreement terminating in 2008,
TechTV has provided us with programming for broadcast via our cable television
systems. Carriage fee amounts per subscriber are determined based on the
percentage of subscribers in a particular system receiving the services. These
fees will be waived for systems with higher penetration levels until December
31, 2003, and were waived for systems with lower penetration levels through
April 30, 2001. In certain circumstances, we are entitled to a percentage of
TechTV's net product revenues from infomercials and home shopping and attributed
to our carriage of the service. Additionally, we receive incentive payments for
channel launches through December 31, 2003. TechTV may not offer its services to
any other cable operator which serves the same or fewer number of customers at a
more favorable rate or on more favorable carriage terms. For the year ended
December 31, 2001, we received $9.4 million from TechTV under the carriage
agreement, which is included in other revenues in the accompanying consolidated
statement of operations.

On February 5, 1999, Vulcan Programming, which is 100% owned by Mr. Allen,
acquired a one-third interest in TechTV. In January 2000, Vulcan Programming
acquired an additional 64% in TechTV for $204.8 million. Mr. Savoy is the
president and director of Vulcan Programming. As of December 31, 2001, Vulcan
Programming's interest in TechTV was approximately 97.7%. The remaining
approximate 2.3% of TechTV is owned by its management and employees. Mr.
Wangberg is the chairman, chief executive officer and a director of TechTV.
Although Mr. Wangberg has announced his intent to resign as the chief executive
officer of TechTV when his successor is named, he will remain with TechTV as a
director. In September 2000 Mr. Wangberg sold his approximately 2.63% equity
interest in TechTV to Vulcan Programming and in April 2001 his remaining 1.37%
interest was redeemed by TechTV. Mr. Allen is a director of TechTV and Mr. Savoy
is a director of TechTV.

USA NETWORKS/HOME SHOPPING NETWORK. USA Networks, Inc. operates the USA
Network, The Sci-Fi Channel, Trio and World News International cable television
networks. USA Networks also operates Home Shopping Network, which is a retail
sales program available via cable television systems. Pursuant to an agreement
terminating in 2005, Charter Communications Holding Company is a party to a
non-exclusive affiliation agreement with USA Networks for the cablecast of USA
Network programming. For the year ended December 31, 2001, we received
approximately $12.1 million from USA Networks under the affiliation agreement
and for commissions from USA Networks for home shopping sales generated by its
customers and/or promotion of the Home Shopping Network, which is included in
other revenues in the accompanying consolidated statement of operations. For the
year ended December 31, 2001, we paid USA Networks approximately $39.3 million
for cable television programming. Mr. Allen and Mr. Savoy are directors of USA
Networks. As of December 31, 2001, Mr. Allen owned approximately 5% and Mr.
Savoy owned less than 1% of the capital stock of USA Networks.

OXYGEN MEDIA CORPORATION. Oxygen Media provides programming content aimed
at the female audience for distribution over the Internet and cable television
systems. Oxygen Media programming content is currently available to
approximately 2 million Charter Communications customers. For the year ended
December 31, 2001 we paid Oxygen approximately $2.7 million for programming
content. In the first half of 2002, Charter Communications Holding Company
expects to enter into an agreement with Oxygen Media setting forth the terms of
our carriage of Oxygen Media programming

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content. Mr. Savoy, a director of Charter Communications, Inc., Charter
Communications Holding Company and Charter Holdings, serves on the board of
directors of Oxygen Media. As of February 8, 2002, through Vulcan Programming,
Mr. Allen owns an approximate 34.2% interest in Oxygen Media (51.2% assuming
exercise of all warrants held by Vulcan Programming but no exercise of warrants
or options by other holders).

REPLAY TV JOINT VENTURE. Charter Communications Ventures was party to a
joint venture with General Instrument Corporation (doing business as Broadband
Communications Sector of Motorola, Inc.), Replay TV Inc. and Interval Research
Corporation, an entity controlled by Mr. Allen, to develop and integrate digital
video recording capabilities in advanced digital set-top boxes. The joint
venture focused on creating a set-top based digital recording platform designed
for storing video, audio and Internet content. Prior to the dissolution of the
joint venture in 2001, Charter Communications Ventures received management fees
of $1.3 million for the year ended December 31, 2001, which is included in other
revenues in the accompanying consolidated statement of operations.

ENSTAR LIMITED PARTNERSHIPS. In April 2002, Interlink Communications
Partners, LLC, Rifkin Acquisition Partners, LLC and Charter Communications
Entertainment I, LLC, each an indirect, wholly-owned subsidiary of Charter
Holdings, purchased certain assets of Enstar Income Program II-2, L.P., Enstar
Income Program IV-3, L.P., Enstar Income/Growth Program Six-A, L.P., Enstar
Cable of Macoupin County and Enstar IV/PBD Systems Venture, serving in the
aggregate approximately 21,600 customers. Enstar Communications Corporation, a
direct subsidiary of Charter Communications Holding Company, is the general
partner of the Enstar limited partnerships. The cash sale price of approximately
$48.3 million was the highest bid received by the Enstar limited partnerships
following a broadly-based solicitation process. See "Certain Relationships and
Related Transactions -- Business Relationships."

In addition, Enstar Cable Corporation, the manager of the Enstar limited
partnerships through a management agreement, engages Charter Communications
Holding Company to manage the Enstar limited partnerships. Pursuant to the
management agreement, Charter Communications Holding Company provides management
services to the Enstar limited partnerships in exchange for management fees. The
Enstar limited partnerships also purchase basic and premium programming for
their systems at cost from Charter Communications Holding Company. For the year
ended December 31, 2001, the Enstar limited partnerships paid Charter
Communications Holding Company $2.1 million for management services.

With the exception of Mr. Allen, all of the executive officers of Charter
Communications, Inc., Charter Communications Holding Company and Charter
Holdings act as officers of Enstar Communications Corporation.

PORTLAND TRAIL BLAZERS. On October 7, 1996, the former owner of our Falcon
cable systems entered into a letter agreement and a cable television agreement
with Trail Blazers Inc. for the cable broadcast in the metropolitan area
surrounding Portland, Oregon of pre-season, regular season and playoff
basketball games of the Portland Trail Blazers, a National Basketball
Association basketball team. Mr. Allen is the 100% owner of the Portland Trail
Blazers and Trail Blazers Inc. After the

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acquisition of the Falcon cable systems in November 1999, we continued to
operate under the terms of these agreements until their termination on September
30, 2001. Under the letter agreement, Trail Blazers Inc. was paid a fixed fee
for each subscriber in areas directly served by the Falcon cable systems. Under
the cable television agreement, we shared subscription revenues with Trail
Blazers Inc. We paid approximately $1.055 million for the year ended December
31, 2001 in connection with the cable broadcast of Portland Trail Blazers
basketball games under the October 1996 cable television agreement.

On July 1, 2001, Charter Communications Holding Company and Action Sports
Cable Network, which is 100% owned by Mr. Allen, entered into a new carriage
agreement for a five year term, which became effective on October 1, 2001 with
the expiration of the previous agreement. Under the July 2001 carriage
agreement, we pay Action Sports a fixed fee for each subscriber receiving the
Action Sports programming, which covers sporting events in the Pacific
Northwest, including the Portland Trail Blazers, the Seattle Seahawks, a
National Football League football team, and the Portland Fire, a Women's
National Basketball Association basketball team. For the year ended December 31,
2001, we had paid $382,550 under the July 2001 agreement.

DIGEO, INC. Vulcan Ventures, an entity controlled by Mr. Allen, owns an
approximate 67% interest in digeo, inc. We expect to launch digeo's
television-based Internet access service in St. Louis in the second half of
2002. The digeo(TM) product is designed to blend the power of the Internet with
the convenience of the television. Through the use of an advanced digital
set-top terminal, customers will be able to access Internet-based streaming
media on the television, including both local and national news, sports and
entertainment. The Internet domain name of customers using this service will be
"Charter TV." The digeo(TM) product is a "portal," which is an Internet web site
that serves as a user's initial point of entry to the World Wide Web. By
offering selected content, services and links to other web sites and a portal
guide, it directs users through the World Wide Web. In addition, the portal
generates revenues from advertising on its own web pages and by sharing revenues
generated by linked or featured web sites. digeo, inc. has a license agreement
with Microsoft for software used in the digeo set top companion. Fees under this
license agreement are passed on to us through Charter Communications, Inc.'s
agreement with digeo.

On March 5, 2001, Charter Communications, Inc. finalized an exclusive
carriage agreement with digeo interactive, LLC, which will function as its
television-based Internet portal for an initial six-year period. In connection
with the execution of the carriage agreement on March 5, 2001, our wholly-owned
subsidiary, Charter Communications Ventures, LLC, received an equity interest in
digeo, inc. funded by Vulcan Ventures Incorporated's contribution of
approximately $21.2 million, which is subject to a priority return of capital to
Vulcan up to the amount so funded. Vulcan also agreed to make, through January
24, 2004, certain additional contributions through DBroadband Holdings, LLC to
acquire digeo, inc. equity in order to maintain Charter Venture's pro rata
interest in digeo, inc. in the event of certain future digeo, inc. equity
financings by the founders of digeo, inc. These additional equity interests will
also be subject to a priority return of capital to Vulcan up to the amount so
contributed. Pursuant to this obligation, on April 26, 2002 Vulcan Ventures
contributed an additional $12.5 million to DBroadband Holdings, which was in
turn used to purchase additional equity of digeo, inc. On September 27, 2001,
Charter Communications, Inc. and digeo, inc. amended the March 2001 carriage
agreement. Pursuant to the amendment, digeo interactive, a subsidiary of digeo,
inc., will provide the content for enhanced Wink interactive television
services, known as Charter Interactive Channels (known as "i-channels"), to
Charter Communications, Inc. In order to provide the i-channels, digeo, inc.
sublicensed certain Wink technologies to Charter Communications, Inc. Charter
Communications, Inc. will share in the revenues generated by the i-channels. In
November 2001, we made this service available to our digital subscribers in
Glendale, California, and by March 1, 2002, the i-channels were available to an
aggregate of 550,000 digital subscribers. As of March 1, 2002, over 20% of the
digital subscribers in these markets were active users of the i-channels, with a
per-user average of 12.5 screen views per week. We plan to deploy this service

147

aggressively in 2002 and intend to offer the service to over 1.0 million
customers by December 31, 2002. Currently, those digital subscribers receiving
i-channels receive the service at no additional charge. For the year ended
December 31, 2001, we did not receive any payments or shared revenues from
digeo. For the year ended December 31, 2001, we recorded a $599,000 loss on our
investment in digeo, inc.

Messrs. Allen, Savoy and Vogel are directors of digeo, inc. Mr. Kent, our
former director, served on the board of digeo, inc. Mr. Savoy serves on the
compensation committee of digeo, inc. Each of Mr. Savoy and Mr. Vogel owns
options to purchase 10,000 shares of digeo, inc. common stock.

DRUGSTORE.COM. We are party to an advertising agreement with drugstore.com
pursuant to which we will carry advertising of drugstore.com. Mr. Allen owns
less than 5% of the outstanding equity of drugstore.com and Mr. Savoy acts as a
director for drugstore.com.

MICROSOFT CORPORATION/MSN. In September 2001, Charter Communications
Holding Company entered into an agreement with Microsoft Corporation. Pursuant
to the agreement with Microsoft, Charter Communications Holding Company
introduced for our Charter Pipeline(TM) customers a custom start page that is
co-branded with Microsoft's MSN network of websites, with content modules that
we provide, including, for example, movie trailers previewing movies on
pay-per-view and video-on-demand, as well as television listings. In the second
quarter of 2002, we expect to introduce a custom browser that will be co-branded
with the MSN browser, and charter.com e-mail. Under the agreement, Microsoft
developed the website and will develop the browser. The agreement provides for
the provision of an advertising package to Charter Communications Holding
Company by Microsoft on the MSN network, the purchase of advertising time by
Microsoft on our cable systems, and for certain payments from Microsoft to
Charter Communications Holding Company related to the marketing of the product.
Microsoft will receive payments from Charter Communications Holding Company for
e-mail services hosted by Microsoft and development costs for the website and
browser. The agreement also provides that Microsoft and Charter Communications
Holding Company will share in the revenue generated from the co-branded site and
portions of the browser. Mr. Allen owns approximately 2.1% of the outstanding
equity of Microsoft.

ADC TELECOMMUNICATIONS INC. We and Charter Communications Holding Company
purchase certain equipment for use in our business from ADC Telecommunications,
which provides broadband access and network equipment. Mr. Wangberg acts as a
director for ADC Telecommunications.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following description of the indebtedness is qualified in its entirety
by reference to the relevant credit facilities, indentures and related documents
governing the debt.

EXISTING CREDIT FACILITIES

CHARTER OPERATING CREDIT FACILITIES. On March 18, 1999, Charter Operating
entered into senior secured credit facilities, which were amended and restated
on January 3, 2002. The following description reflects the amendment and
restatement. Obligations under the Charter Operating credit facilities are
guaranteed by Charter Operating's parent, Charter Holdings, and by Charter
Operating's subsidiaries. The obligations under the Charter Operating credit
facilities are secured by pledges by Charter Operating of intercompany
obligations and the ownership interests of Charter Operating and its
subsidiaries, but are not secured by the other assets of Charter Operating or
its subsidiaries. The obligations under the Charter Operating credit facilities
are also secured by pledges of intercompany obligations and the ownership
interests of Charter Holdings in Charter Operating, but are not secured by the
other assets of Charter Holdings.

The Charter Operating credit facilities provide for borrowings of up to
$5.2 billion consisting of:

- two reducing revolving facilities, including an existing reducing
revolving facility and an amended reducing revolving facility, in the
aggregate amount of $1.34 billion;

- two Term A loans, including an existing Term A loan and an amended Term A
loan, in the aggregate amount of $1.11 billion; and

- two Term B loans in the aggregate amount of $2.75 billion.

The Charter Operating credit facilities provide for the amortization of the
principal amount of the existing Term A loan facility and the reduction of the
existing revolving facility beginning on June 30, 2002 with respect to the
existing Term A loan and on March 31, 2004 with respect to the existing reducing
revolving facility, with a final maturity date, in each case, of September 18,
2007. The amended Term A loan and the amended reducing revolving facility will
begin to amortize and reduce, respectively, on September 30, 2005, with a final
maturity of September 18, 2007. The amortization of the principal amount of the
Term B loan facilities is substantially "back-ended," with more than 90% of the
principal balance due in the year of maturity. The final maturity date of the
initial $1.85 billion under the Term B loan is March 2008, and the final
maturity date of the $900.0 million under the incremental Term B loan is
September 18, 2008. At the option of the lenders, incremental credit facilities
in the amount of $100.0 million may be available. Incremental facilities may not
amortize more quickly than the reducing revolving facilities or the Term A loan
facilities, and may not have a final maturity date earlier than six months after
the maturity date of the initial Term B loan facility.

The Charter Operating credit facilities also contain provisions requiring
mandatory loan prepayments under some circumstances, such as when significant
amounts of assets are sold and the proceeds are not promptly reinvested in
assets useful in the business of Charter Operating. In the event that any
existing Charter Holdings notes or other long term indebtedness of Charter
Holdings, including the notes, remain outstanding on the date which is six
months prior to the scheduled final maturity, the term loans under the Charter
Operating credit facility will mature and the revolving credit facilities will
terminate on such date.

The Charter Operating credit facilities provide Charter Operating with two
interest rate options, to which a margin is added: a base rate option, generally
the "prime rate" of interest; and an interest

149

rate option based on the interbank Eurodollar rate. Interest rate margins for
the Charter Operating credit facilities depend upon performance measured by a
leverage ratio, which is the ratio of indebtedness to annualized quarterly
operating cash flow. This leverage ratio is based on the debt of Charter
Operating and its subsidiaries. The interest rate margins for the Charter
Operating credit facilities are as follows:

- with respect to the revolving facilities and the Term A loans, the margin
ranges from 1.5% to 2.25% for Eurodollar loans and from 0.50% to 1.25%
for base rate loans; and

- with respect to the Term B loan, the margin ranges from 2.50% to 2.75%
for Eurodollar loans and from 1.50% to 1.75% for base rate loans.

The Charter Operating credit facilities contain representations and
warranties, affirmative and negative covenants, information requirements, events
of default and financial covenants. The events of default include a
cross-default provision that is triggered by the failure of Charter Operating,
Charter Holdings or Charter Operating's subsidiaries to make payment on debt
with an outstanding total principal amount exceeding $50.0 million, the
acceleration of debt of this amount prior to its maturity or the failure to
comply with specified covenants. The financial covenants, which are generally
tested on a quarterly basis, measure performance against standards set for
leverage, debt service coverage, and operating cash flow coverage of cash
interest expense.

The Charter Operating credit facilities also contain a change of control
provision, making it an event of default, and permitting acceleration of the
debt, in the event that either:

- Mr. Allen, including his estate, heirs and related entities, fails to
maintain, directly or indirectly, at least 51% voting interest in Charter
Operating, or ceases to own of record or beneficially, directly or
indirectly, at least 25% of the equity interests in Charter Operating;

- a change of control or similar defined term occurs under the indentures
governing the publicly held notes of Charter Holdings, including the
notes or any other agreement governing debt of Charter Holdings or
Charter Operating having an aggregate principal outstanding amount in
excess of $50.0 million; or

- Charter Operating ceases to be a wholly-owned subsidiary of Charter
Holdings.

The various negative covenants place limitations on the ability of Charter
Holdings, Charter Operating and their subsidiaries to, among other things:

- incur debt;

- pay dividends or make other distributions;

- grant liens;

- make acquisitions;

- make investments or sell assets; or

- enter into transactions with affiliates.

Distributions under the Charter Operating credit facilities to Charter
Holdings to pay interest on the March 1999 Charter Holdings notes, the January
2000 Charter Holdings notes, the January 2001 Charter Holdings notes, the May
2001 Charter Holdings notes and the notes are generally permitted, provided
Charter Operating's cash flow for the four complete quarters preceding the
distribution exceeds 1.75 times its cash interest expense, including the amount
of such distribution. In each case,

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such distributions to Charter Holdings are not permitted during the existence of
a default under the Charter Operating credit facilities.

As of December 31, 2001, outstanding borrowings under the Charter Operating
credit facilities were approximately $4.1 billion, and unused availability was
$855.0 million. After giving effect to the January 2002 amendment to the Charter
Operating credit facilities, unused availability would have been $1.06 billion.
As of December 31, 2001, after giving effect to the January 2002 amendment of
the Charter Operating credit facilities and pro forma for the High Speed Access
and the completed Enstar Limited Partnership transactions and the issuance and
sale of the original notes and the application of the net proceeds therefrom,
outstanding borrowings would have been $3.68 billion and unused availability
would have been $1.48 billion.

CC VII CREDIT FACILITIES. In connection with the acquisition of the Falcon
entities (n/k/a CC VII), we amended and restated the CC VII credit agreement
effective as of November 12, 1999 and further amended and restated the CC VII
credit agreement on September 26, 2001. The obligations under the CC VII credit
facilities are guaranteed by the direct parent of Falcon Cable Communications,
Charter Communications VII, LLC, and by the subsidiaries of Falcon Cable
Communications. The obligations under the CC VII credit facilities are secured
by pledges of the ownership interests and intercompany obligations of Falcon
Cable Communications and its subsidiaries, but are not secured by other assets
of Falcon Cable Communications or its subsidiaries.

The CC VII credit facilities currently permit maximum borrowings of $1.34
billion consisting of the following:

- a reducing revolving facility of up to approximately $77.7 million;

- a term loan B in the current principal amount of approximately $194.0
million;

- a term loan C in the current principal amount of approximately $291.0
million;

- a reducing restatement revolving facility of up to of $670.0 million; and

- a reducing supplemental revolving facility of up to of $110.0 million.

In addition to the above, the CC VII credit facilities provide for, at the
option of the lenders, supplemental credit facilities for up to $486.4 million.
These supplemental credit facilities are available, subject to the borrower's
ability to obtain additional commitments from the lenders. The terms of such
additional borrowings are subject to certain restrictions that may be no more
materially restrictive than the provisions of the CC VII credit facilities and
will be determined at the time of borrowing.

The revolving facility and the supplemental revolving facility reduce
quarterly beginning in 2001 and 2003, respectively, until each facility matures
on December 29, 2006 and December 31, 2007, respectively. The term loan B and
term loan C facilities amortize beginning in 1999 and mature on June 29, 2007
and December 31, 2007, respectively. The restatement revolving facilities
amortize beginning in March 2005 and mature in June 2007.

The CC VII credit facilities also contain provisions requiring mandatory
loan prepayments under certain circumstances, such as when significant amounts
of assets are sold and the proceeds are not promptly reinvested in assets useful
in the business of Falcon Cable Communications.

The CC VII credit facilities provide Falcon Cable Communications with two
interest rate options, to which a margin is added: a base rate option, generally
the "prime rate" of interest; and an interest rate option based on the interbank
Eurodollar rate. Interest rates for these credit facilities, as well as a fee
payable on unborrowed amounts available thereunder, depend upon performance

151

measured by a "leverage ratio" which is the ratio of indebtedness to annualized
quarterly operating cash flow. This leverage ratio is based on the debt of
Falcon Cable Communications and its subsidiaries. The interest rate margins for
the CC VII credit facilities are as follows:

- with respect to the revolving loan facility, the margin ranges from 1.0%
to 2.0% for Eurodollar loans and from 0.0% to 1.0% for base rate loans;

- with respect to Term Loan B, the margin ranges from 1.75% to 2.25% for
Eurodollar loans and from 0.75% to 1.25% for base rate loans;

- with respect to Term Loan C, the margin ranges from 2.25% to 2.5% for
Eurodollar loans and from 1.25% to 1.5% for base rate loans; and

- with respect to the restatement revolving facility and the supplemental
facility, the margin ranges from 2.0% to 2.25% for Eurodollar loans and
from 1% to 1.25% for base rate loans.

The CC VII credit facilities contain representations and warranties,
affirmative and negative covenants, information requirements, events of default
and financial covenants. The events of default for the CC VII credit facilities
include a cross-default provision that is triggered by, among other things, the
failure to make payment relating to specified outstanding debt of Falcon Cable
Communications, its direct and indirect parent companies, CC VII Holdings, LLC
and Charter Communications VII, or specified subsidiary guarantors in a total
amount of principal and accrued interest exceeding $10.0 million, the
acceleration of debt of this amount prior to its maturity or the failure to
comply with specified covenants. The financial covenants, which are generally
tested on a quarterly basis, measure performance against standards set for
leverage, debt service coverage, and operating cash flow coverage of cash
interest expense.

The CC VII credit facilities also contain a change of control provision,
making it an event of default, and permitting acceleration of the debt, in the
event that either:

- Mr. Allen, including his estate, heirs and related entities, fails to
maintain, directly or indirectly, at least 51% voting interest in Falcon
Cable Communications, or ceases to own of record or beneficially,
directly or indirectly, at least 25% of the equity interests in Falcon
Communications Company;

- a change of control or similar defined term shall occur in any agreement
governing debt of Charter Communications VII.

The various negative covenants place limitations on the ability of Falcon
Cable Communications and its subsidiaries to, among other things:

- incur debt;

- pay dividends or make other distributions;

- grant liens;

- make acquisitions;

- make investments or sell assets; or

- enter into transactions with affiliates.

Distributions under the CC VII credit facilities to Charter Holdings to pay
interest on the March 1999, the January 2000, the January 2001 and the May 2001
Charter Holdings notes and the notes are generally permitted, provided Falcon
Cable Communications' cash flow for the most recent

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fiscal quarter preceding the distribution exceeds 1.75 times its cash interest
expense, including the amount of such distribution. Distributions to Charter
Holdings are also permitted if Falcon Cable Communications meets specified
financial ratios. In each case, such distributions to Charter Holdings are not
permitted during the existence of a default under the CC VII credit facilities.

As of December 31, 2001, outstanding borrowings under the CC VII credit
facilities were approximately $582.0 million, and unused availability was
approximately $760.7 million. As of December 31, 2001, pro forma for the High
Speed Access and the completed Enstar Limited Partnership transactions and the
issuance and sale of the original notes and the application of the net proceeds
therefrom, outstanding borrowings would have been $485.0 million and unused
availability would have been $857.7 million.

CC VI OPERATING CREDIT FACILITIES. In connection with the acquisition of
the Fanch entities on November 12, 1999, CC VI Operating Company, LLC, the
parent company of the CC VI Operating cable systems, entered into senior secured
credit facilities. The obligations under the CC VI Operating credit facilities
are guaranteed by CC VI Operating's parent, CC VI Holdings, LLC, and by the
subsidiaries of CC VI Operating. The obligations under the CC VI Operating
credit facilities are secured by pledges of the ownership interests and
intercompany obligations of CC VI Operating and its subsidiaries, but are not
secured by other assets of CC VI Operating or its subsidiaries.

The CC VI Operating credit facilities currently permit maximum borrowings
of $1.2 billion, consisting of:

- a reducing revolving facility of up to approximately $350.0 million;

- a term loan A in the principal amount of approximately $450.0 million;
and

- a term loan B in the principal amount of approximately $400.0 million.

The revolving facility begins reducing in 2004 and will reduce every
quarter thereafter until its maturity in May 2008. The term loan A and term loan
B facilities amortize beginning in 2003 and mature in May 2008 and November
2008, respectively.

In addition to the foregoing, the CC VI Operating credit facilities provide
for supplemental credit facilities in the maximum amount of $300.0 million.
These supplemental credit facilities may be in the form of an additional term
loan or an aggregate increase in the amount of the term loan A or the revolving
facility. These supplemental credit facilities are available, subject to the
borrower's ability to obtain additional commitments from lenders. The
amortization of the additional term loans under the supplemental credit
facilities prior to May 2009 is limited to 1% per annum of the aggregate
principal amount of such additional term loans.

The CC VI Operating credit facilities also contain provisions requiring
mandatory loan prepayments under specific circumstances, including when
significant amounts of assets are sold and the proceeds are not promptly
reinvested in assets useful in the business of CC VI Operating.

The CC VI Operating credit facilities provide CC VI Operating with the
following two interest rate options, to which a margin is added: a base rate
option, generally the prime rate of interest; and an interest rate option rate
based on the interbank Eurodollar rate. Interest rates for the CC VI Operating
credit facilities, as well as a fee payable on unborrowed amounts available
thereunder, depend upon performance measured by a leverage ratio, which is the
ratio of indebtedness to

153

annualized quarterly operating cash flow. This leverage ratio is based on the
debt of CC VI Operating and its subsidiaries. The interest rate margins for the
CC VI Operating credit facilities are as follows:

- with respect to the revolving loan facility and term loan A, the margin
ranges from 1.0% to 2.25% for Eurodollar loans and from 0.0% to 1.25% for
base rate loans; and

- with respect to term loan B, the margin ranges from 2.50% to 3.00% for
Eurodollar loans and from 1.50% to 2.00% for base rate loans.

The CC VI Operating credit facilities contain representations and
warranties, affirmative and negative covenants, information requirements, events
of default and financial covenants. The events of default for the CC VI
Operating credit facilities include a cross-default provision that is triggered
by the failure to make payment on debt of CC VI Operating, CC VI Holdings and
the subsidiaries of CC VI Operating in a total amount of $25.0 million, the
acceleration of debt of this amount prior to its maturity or the failure to
comply with specified covenants. The financial covenants, which are generally
tested on a quarterly basis, measure performance against standards set for
leverage, debt service coverage, and operating cash flow coverage of cash
interest expense.

The CC VI Operating credit facilities also contain a change of control
provision, making it an event of default, and permitting acceleration of the
debt, in the event of any of the following:

- Mr. Allen, including his estate, heirs and related entities, fails to
maintain, directly or indirectly, at least 51% voting interest in CC VI
Operating, or ceases to own of record or beneficially, directly or
indirectly, at least 25% of the equity interests in CC VI Operating;

- CC VI Operating is no longer a direct or indirect subsidiary of Charter
Communications Holding Company; or

- A change of control occurs under specified indebtedness of CC VI
Holdings, CC VI Operating or CC VI Operating's subsidiaries.

Various negative covenants place limitations on the ability of CC VI
Operating and its subsidiaries to, among other things:

- incur debt;

- pay dividends or make other distributions;

- grant liens;

- make acquisitions;

- make investments or sell assets; or

- enter into transactions with affiliates.

Distributions under the CC VI Operating credit facilities to pay interest
on the notes, and the March 1999, January 2000, January 2001 and May 2001
Charter Holdings notes are generally permitted, provided CC VI Operating's cash
flow for the four complete quarters preceding the distribution exceeds 1.75
times its cash interest expense, including the amount of such distribution.
Distributions to Charter Holdings will also be permitted if CC VI Operating
meets specified financial ratios. In each case, such distributions to Charter
Holdings are not permitted during the existence of a default under the CC VI
Operating credit facilities.

As of December 31, 2001, outstanding borrowings under the CC VI Operating
credit facilities were approximately $901.0 million, and unused availability was
$299.0 million. As of December 31,

154

2001, pro forma for the High Speed Access and the completed Enstar Limited
Partnership transactions and the issuance and sale of the original notes and the
application of the net proceeds therefrom, outstanding borrowings would have
been $825.0 million and unused availability would have been $375.0 million.

CC VIII (BRESNAN) CREDIT FACILITIES. In connection with the CC VIII
(Bresnan) acquisition on February 14, 2000, our subsidiary, CC VIII Operating,
LLC (formerly Bresnan Telecommunications Company, LLC) amended and restated its
previous senior secured credit facilities. We amended and restated these
facilities again on January 2, 2001 in connection with the Bresnan/Avalon
combination and on January 3, 2002. The following description reflects the
amendment and restatement.

The obligations under the CC VIII Operating credit facilities are
guaranteed by the parent company of CC VIII Operating, CC VIII Holdings, LLC
(formerly Bresnan Communications Group LLC), and by the subsidiaries of CC VIII
Operating. The obligations under the CC VIII Operating credit facilities are
secured by pledges of the ownership interests and intercompany obligations of CC
VIII Operating and its subsidiaries, but are not secured by other assets of CC
VIII Operating or its subsidiaries. The CC VIII Operating credit facilities are
also secured by a pledge of CC VIII Holdings' equity interest in CC VIII
Operating and intercompany obligations with respect to CC VIII Operating.

The CC VIII Operating credit facilities provide for borrowings of up to
$1.55 billion, consisting of:

- two reducing revolving facilities, one existing and one amended, of up to
an aggregate of $550.0 million;

- two Term A term loan facilities in the aggregate amount of $500.0
million; and

- a Term B term loan facility in the amount of $500.0 million.

The CC VIII Operating credit facilities provide for the amortization of the
principal amount of the Term A loan facilities and the quarterly reduction of
the existing revolving loan facility beginning March 31, 2002, with a final
maturity date of June 30, 2007. The amended reducing revolving facility begins
reducing in September 2005, with a final maturity date of June 30, 2007. The
amortization of the Term B loan facilities is substantially "back-ended," with
more than 90% of the principal balance due on the final maturity date of
February 2, 2008. The CC VIII Operating credit facilities also provide for an
incremental facility of up to a total $300.0 million, which are conditioned upon
receipt of additional commitments from lenders. If the incremental facilities
become available, they may not amortize more quickly than the reducing revolving
loan facility or the Term A loan facilities, and may not have a final maturity
date earlier than six calendar months after the maturity date of the Term B loan
facilities.

The CC VIII Operating credit facilities provide the following two interest
rate options, to which a margin is added: a base rate, generally the "prime
rate" of interest; and an interest rate option based on the interbank Eurodollar
rate. Interest rate margins for the CC VIII Operating credit facilities depend
upon performance measured by a leverage ratio, which is the ratio of total debt
to annualized quarterly operating cash flow. The leverage ratio is based on the
debt of CC VIII Operating and its subsidiaries. The interest rate margins for
the CC VIII Operating credit facilities are as follows:

- with respect to the Term A loan facilities, the margin ranges from 0.75%
to 2.25% for Eurodollar loans and from 0.0% to 1.25% for base rate loans;

155

- with respect to the revolving loan facilities, the margin ranges from
1.5% to 2.25% for Eurodollar loans and from 0.5% to 1.25% for base rate
loans; and

- with respect to the Term B loan facility, the margin ranges from 2.5% to
2.75% for Eurodollar loans and from 1.5% to 1.75% for base rate loans.

The CC VIII Operating credit facilities contain various representations and
warranties, affirmative and negative covenants, information requirements, events
of default and financial covenants. The events of default for the CC VIII
Operating credit facilities include a cross-default provision that is triggered
by, among other things, the failure to make payment on the debt of CC VIII
Operating, its subsidiaries and CC VIII Holdings in a total amount in excess of
$25.0 million, the acceleration of debt of this amount prior to its maturity or
failure to comply with specified covenants. The financial covenants, which are
generally tested on a quarterly basis, measure performance against standards set
for leverage, debt service coverage, and operating cash flow coverage of cash
interest expense.

Certain negative covenants place limitations on the ability of CC VIII
Operating and its restricted subsidiaries to, among other things:

- incur debt;

- pay dividends or make other distributions;

- grant liens;

- make acquisitions;

- make investments or sell assets; or

- enter into transactions with affiliates.

The CC VIII Operating credit facilities contain a change in control
provision making it an event of default permitting acceleration of the debt in
the event of any of the following:

- Mr. Allen, including his estate, heirs and related entities, fails to
maintain, directly or indirectly, at least 51% voting interest in CC VIII
Operating, or ceases to own of record or beneficially, directly or
indirectly, at least 25% of the equity interests of CC VIII Operating;

- a change of control or similar defined term shall occur in any agreement
governing debt of CC VIII Holdings or CC VIII Operating, and such debt is
at least in the amount of $25.0 million;

- Charter Communications Holding Company shall cease to own, directly or
indirectly, at least 51% of the equity interests in CC VIII Operating; or

- CC VIII Operating shall cease to be a direct wholly owned subsidiary of
CC VIII Holdings.

Distributions under the CC VIII Operating credit facilities to Charter
Holdings to pay interest on the notes and the March 1999, January 2000, January
2001 and May 2001 Charter Holdings notes are generally permitted, provided the
borrower's consolidated cash flow for the four complete quarters preceding the
distribution exceeds 1.75 times its cash interest expense, including the amount
of such distribution. Other distributions to Charter Holdings are also
conditioned on the borrower meeting specified financial ratios. In each case,
such distributions to Charter Holdings are not permitted during the existence of
a default under the CC VIII Operating credit facilities. Distributions to
Charter Holdings to pay interest on the notes and the March 1999, January 2000,
January 2001 and

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May 2001 Charter Holdings notes are also subject to the restricted payment
provisions contained in the indenture for the 11.875% notes of CC V Holdings,
LLC, the parent of CC VIII Operating.

As of December 31, 2001, outstanding borrowings under the CC VIII Operating
credit facilities were approximately $1.1 billion and, unused availability was
$368.0 million. After giving effect to the January 2002 amendment to the CC VIII
Operating credit facilities, unused availability would have been $468.0 million.
As of December 31, 2001, after giving effect to the January 2002 amendment of
the CC VIII Operating credit facilities and pro forma for the High Speed Access
and the completed Enstar Limited Partnership transactions and the issuance and
sale of the original notes and the application of the net proceeds therefrom,
outstanding borrowings would have been $975.0 million and unused availability
would have been $575.0 million.

EXISTING PUBLIC DEBT

MARCH 1999 CHARTER HOLDINGS NOTES. The March 1999 Charter Holdings notes
were issued under three separate indentures, each dated as of March 17, 1999,
among Charter Holdings and Charter Capital, as the issuers, and BNY Midwest
Trust Company, as trustee. Charter Holdings and Charter Capital exchanged these
notes for new March 1999 Charter Holdings notes with substantially similar
terms, except that the new March 1999 Charter Holdings notes are registered
under the Securities Act of 1933 and, therefore, do not bear legends restricting
their transfer.

The March 1999 Charter Holdings notes are general unsecured obligations of
Charter Holdings and Charter Capital. The March 1999 8.250% Charter Holdings
notes mature on April 1, 2007, and as of December 31, 2001, there was $600.0
million in total principal amount outstanding. The March 1999 8.625% Charter
Holdings notes mature on April 1, 2009 and as of December 31, 2001, there was
$1.5 billion in total principal amount outstanding. The March 1999 9.920%
Charter Holdings notes mature on April 1, 2011, with an aggregate principal
amount at maturity of $1.475 billion. As of December 31, 2001, the total
accreted value was $1.2 billion. Cash interest on the March 1999 9.920% Charter
Holdings notes will not accrue prior to April 1, 2004.

The March 1999 Charter Holdings notes are senior debts of Charter Holdings
and Charter Capital. They rank equally with the current and future unsecured and
unsubordinated debt of Charter Holdings, including the January 2000, January
2001 and May 2001 Charter Holdings notes.

Charter Holdings and Charter Capital will not have the right to redeem the
March 1999 8.250% Charter Holdings notes prior to their maturity date on April
1, 2007. Before April 1, 2002, Charter Holdings and Charter Capital may redeem
up to 35% of each of the March 1999 8.625% Charter Holdings notes and the March
1999 9.920% Charter Holdings notes, in each case, at a premium with the proceeds
of certain offerings of equity securities. In addition, on or after April 1,
2004, Charter Holdings and Charter Capital may redeem some or all of the March
1999 8.625% Charter Holdings notes and the March 1999 9.920% Charter Holdings
notes at any time, in each case, at a premium. The optional redemption price
declines to 100% of the principal amount of March 1999 Charter Holdings notes
redeemed, plus accrued and unpaid interest, if any, for redemption on or after
April 1, 2007.

In the event of a specified change of control event, Charter Holdings and
Charter Capital must offer to repurchase any then outstanding March 1999 Charter
Holdings notes at 101% of their principal amount or accreted value, as
applicable, plus accrued and unpaid interest, if any.

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The indentures governing the March 1999 Charter Holdings notes contain
certain covenants that restrict the ability of Charter Holdings and Charter
Capital and their restricted subsidiaries to:

- incur additional debt;

- pay dividends on stock or repurchase stock;

- grant liens;

- make investments;

- sell all or substantially all of our assets or merge with or into other
companies;

- sell assets;

- in the case of restricted subsidiaries, create or permit to exist
dividend or payment restrictions with respect to us; and

- engage in certain transactions with affiliates.

JANUARY 2000 CHARTER HOLDINGS NOTES. The January 2000 Charter Holdings
notes were issued under three separate indentures, each dated as of January 12,
2000, among Charter Holdings and Charter Capital, as the issuers, and BNY
Midwest Trust Company, as trustee. In June 2000, Charter Holdings and Charter
Capital exchanged these notes for new January 2000 Charter Holdings notes, with
substantially similar terms, except that the new January 2000 Charter Holdings
notes are registered under the Securities Act of 1933 and, therefore, do not
bear legends restricting their transfer.

The January 2000 Charter Holdings notes are general unsecured obligations
of Charter Holdings and Charter Capital. The January 2000 10.00% Charter
Holdings notes mature on April 1, 2009, and as of December 31, 2001, there was
$675.0 million in total principal amount of these notes outstanding. The January
2000 10.25% Charter Holdings notes mature on January 15, 2010 and as of December
31, 2001, there was $325.0 million in total principal amount of these notes
outstanding. The January 2000 11.75% Charter Holdings notes mature on January
15, 2010, with an aggregate principal amount at maturity of $532.0 million. As
of December 31, 2001, the total accreted value of these notes was approximately
$376.1 million. Cash interest on the January 2000 11.75% Charter Holdings notes
will not accrue prior to January 15, 2005.

The January 2000 Charter Holdings notes are senior debts of Charter
Holdings and Charter Capital. They rank equally with the current and future
unsecured and unsubordinated debt of Charter Holdings, including the March 1999,
January 2001, and May 2001 Charter Holdings notes.

Charter Holdings and Charter Capital will not have the right to redeem the
January 2000 10.00% Charter Holdings notes prior to their maturity date on April
1, 2009. Before January 15, 2003, Charter Holdings and Charter Capital may
redeem up to 35% of the January 2000 10.25% Charter Holdings notes and the
January 2000 11.75% Charter Holdings notes, in each case, at a premium with the
proceeds of certain offerings of equity securities. In addition, on or after
January 15, 2005, Charter Holdings and Charter Capital may redeem some or all of
the January 2000 10.25% Charter Holdings notes and the January 2000 11.75%
Charter Holdings notes at any time, in each case, at a premium. The optional
redemption price declines to 100% of the principal amount of the January 2000
Charter Holdings notes redeemed, plus accrued and unpaid interest, if any, for
redemption on or after January 15, 2008.

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In the event of a specified change of control event, Charter Holdings and
Charter Capital must offer to repurchase any then outstanding January 2000
Charter Holdings notes at 101% of their aggregate principal amount or accreted
value, as applicable, plus accrued and unpaid interest, if any.

The indentures governing the January 2000 Charter Holdings notes contain
substantially identical events of default, affirmative covenants and negative
covenants as those contained in the indentures governing the March 1999 Charter
Holdings notes.

JANUARY 2001 CHARTER HOLDINGS NOTES. The January 2001 Charter Holdings
notes were issued under three separate indentures, each dated as of January 10,
2001, each among Charter Holdings and Charter Capital, as the issuers, and BNY
Midwest Trust Company, as trustee. In March 2001, Charter Holdings and Charter
Capital exchanged these notes for new January 2001 Charter Holdings notes, with
substantially similar terms, except that the new January 2001 Charter Holdings
notes are registered under the Securities Act of 1933 and, therefore, do not
bear legends restricting their transfer, registration rights or provisions for
special interest.

The January 2001 Charter Holdings notes are general unsecured obligations
of Charter Holdings and Charter Capital. The January 2001 10.750% Charter
Holdings notes mature on October 1, 2009, and as of December 31, 2001, there was
$900.0 million in total principal amount of these notes outstanding. The January
2001 11.125% Charter Holdings notes mature on January 15, 2011 and as of
December 31, 2001, there was $500.0 million in total principal amount
outstanding. The January 2001 13.500% Charter Holdings notes mature on January
15, 2011 with an aggregate principal amount at maturity of $675.0 million. As of
December 31, 2001, the total accreted value of these 13.500% notes was
approximately $398.3 million. Cash interest on the January 2001 13.500% Charter
Holdings notes will not accrue prior to January 15, 2006.

The January 2001 Charter Holdings notes are senior debts of Charter
Holdings and Charter Capital. They rank equally with the current and future
unsecured and unsubordinated debt of Charter Holdings, including the March 1999,
January 2000 and May 2001 Charter Holdings notes.

Charter Holdings and Charter Capital will not have the right to redeem the
January 2001 10.750% Charter Holdings notes prior to their maturity date on
October 1, 2009. Before January 15, 2004, Charter Holdings and Charter Capital
may redeem up to 35% of the January 2001 11.125% Charter Holdings notes and the
January 2001 13.500% Charter Holdings notes, in each case at a premium, with the
proceeds of certain offerings of equity securities. In addition, on or after
January 15, 2006, Charter Holdings and Charter Capital may redeem some or all of
the January 2001 11.125% Charter Holdings notes and the January 2001 13.500%
Charter Holdings notes at any time, in each case, at a premium. The optional
redemption price declines to 100% of the principal amount of the January 2001
Charter Holdings notes redeemed, plus accrued and unpaid interest, if any, for
redemption on or after January 15, 2009.

In the event of a specified change of control event, Charter Holdings and
Charter Capital must offer to repurchase any then outstanding January 2001
Charter Holdings notes at 101% of their aggregate principal amount or accreted
value, as applicable, plus accrued and unpaid interest, if any.

The indentures governing the January 2001 Charter Holdings notes contain
substantially identical events of default, affirmative covenants and negative
covenants as those contained in the indentures governing the March 1999 and
January 2000 Charter Holdings notes.

MAY 2001 CHARTER HOLDINGS NOTES. The May 2001 Charter Holdings notes were
issued under three separate indentures, each among Charter Holdings and Charter
Capital, as the issuers, and BNY Midwest Trust Company, as trustee. In September
2001, Charter Holdings and Charter Capital exchanged substantially all of these
notes for new May 2001 Charter Holdings notes, with

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substantially similar terms, except that the new May 2001 Charter Holdings notes
are registered under the Securities Act of 1933 and, therefore, do not bear
legends restricting their transfer.

The May 2001 Charter Holdings notes are general unsecured obligations of
Charter Holdings and Charter Capital. The May 2001 9.625% Charter Holdings notes
mature on November 15, 2009, and as of December 31, 2001, there was $350.0
million in total principal amount outstanding. The eight-year senior notes have
terms substantially identical to those of the May 2001 9.625% Charter Holdings
notes and, after the issuance of the new notes, these notes will trade as a
single class with the May 2001 9.625% Charter Holdings notes that were exchanged
for registered May 2001 9.625% Charter Holdings notes. The May 2001 10.000%
Charter Holdings notes mature on May 15, 2011 and as of December 31, 2001, there
was $575.0 million in total principal amount outstanding. The ten-year senior
notes have terms substantially identical to those of the May 2001 10.000%
Charter Holdings notes and, after the issuance of the new notes, these notes
will trade as a single class with the May 2001 10.000% Charter Holdings notes
that were exchanged for registered May 2001 10.000% Charter Holdings notes. The
May 2001 11.750% Charter Holdings notes mature on May 15, 2011, with an
aggregate principal amount at maturity of $1.0 billion. As of December 31, 2001,
the total accreted value of the 11.750% notes was approximately $618.1 million.
Cash interest on the May 2001 11.750% Charter Holdings notes will not accrue
prior to May 15, 2006.

The May 2001 Charter Holdings notes are senior debts of Charter Holdings
and Charter Capital. They rank equally with the current and future unsecured and
unsubordinated debt of Charter Holdings, including the March 1999, January 2000
and January 2001 Charter Holdings notes.

Charter Holdings and Charter Capital will not have the right to redeem the
May 2001 9.625% Charter Holdings notes prior to their maturity date on November
15, 2009. Before May 15, 2004, Charter Holdings and Charter Capital may redeem
up to 35% of the May 2001 10.000% Charter Holdings notes and the May 2001
11.750% Charter Holdings notes, in each case, at a premium with proceeds of
certain offerings of equity securities. In addition, on or after May 15, 2006,
Charter Holdings and Charter Capital may redeem some or all of the May 2001
10.000% Charter Holdings notes and the May 2001 11.750% Charter Holdings notes
at any time, in each case, at a premium. The optional redemption price declines
to 100% of the principal amount of the May 2001 Charter Holdings notes redeemed,
plus accrued and unpaid interest, if any, for redemption on or after May 15,
2009.

In the event of a specified change of control event, Charter Holdings and
Charter Capital must offer to repurchase any then outstanding May 2001 Charter
Holdings notes at 101% of their aggregate principal amount or accreted value, as
applicable, plus accrued and unpaid interest, if any.

The indentures governing the May 2001 Charter Holdings notes contain
substantially identical events of default, affirmative covenants and negative
covenants as those contained in the indentures governing the March 1999, January
2000 and January 2001 Charter Holdings notes.

RENAISSANCE NOTES. The 10% senior discount notes due 2008 were issued by
Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee) LLC and
Renaissance Media Holdings Capital Corporation, with Renaissance Media Group LLC
as guarantor and the United States Trust Company of New York as trustee.
Renaissance Media Group LLC, which is the direct or indirect parent company of
these issuers, is now a subsidiary of Charter Operating. The Renaissance 10%
notes and the Renaissance guarantee are unsecured, unsubordinated debt of the
issuers and the guarantor, respectively. In October 1998, the issuers of the
Renaissance notes exchanged $163.2 million of the original issued and
outstanding Renaissance notes for an equivalent value of new Renaissance notes.
The form and terms of the new Renaissance notes are the same in all material

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respects as the form and terms of the original Renaissance notes except that the
issuance of the new Renaissance notes was registered under the Securities Act of
1933.

There will not be any payment of interest in respect of the Renaissance
notes prior to October 15, 2003. Interest on the Renaissance notes shall be paid
semi-annually in cash at a rate of 10% per annum beginning on October 15, 2003.
The Renaissance notes are redeemable at the option of the issuers thereof, in
whole or in part, at any time on or after April 15, 2003, initially at 105% of
their principal amount at maturity, plus accrued interest, declining to 100% of
the principal amount at maturity, plus accrued interest, on or after April 15,
2006. In addition, at any time prior to April 15, 2001, the issuers of the
Renaissance notes may redeem up to 35% of the original total principal amount at
maturity of the Renaissance notes with the proceeds of one or more sales of
equity interests at 110% of their accreted value on the redemption date,
provided that after any such redemption at least $106.0 million total principal
amount at maturity of Renaissance notes remains outstanding.

Our acquisition of Renaissance triggered change of control provisions of
the Renaissance notes that required us to offer to purchase the Renaissance
notes at a purchase price equal to 101% of their accreted value on the date of
the purchase, plus accrued interest, if any. In May 1999, we made an offer to
repurchase the Renaissance notes, and holders of Renaissance notes representing
30% of the total principal amount outstanding at maturity tendered their
Renaissance notes for repurchase.

The indentures governing the Renaissance 10% notes contain certain
covenants that restrict the ability of the issuers of the Renaissance notes and
their restricted subsidiaries to:

- incur additional debt;

- grant liens;

- engage in sale-leaseback transactions;

- pay dividends or make other distributions in respect of their equity
interests;

- redeem capital stock;

- make investments or certain other restricted payments;

- sell assets;

- issue or sell capital stock of restricted subsidiaries;

- enter into transactions with shareholders or affiliates; and

- effect a consolidation or merger.

The Renaissance notes contain events of default that include a
cross-default provision triggered by the failure of Renaissance Media Group LLC
or any of its specified subsidiaries to make payment on debt at maturity with a
total principal amount of $10.0 million or more or the acceleration of debt of
this amount prior to maturity.

As of December 31, 2001, there was outstanding $114.4 million total
principal amount at maturity of Renaissance notes, with an accreted value of
$103.6 million.

CC V HOLDINGS NOTES. On December 10, 1998, CC V Holdings, LLC, formerly
known as Avalon Cable LLC, and CC V Holdings Finance, Inc. (formerly Avalon
Cable Holdings Finance, Inc.) jointly issued $196.0 million total principal
amount at maturity of 11.875% senior discount notes due 2008. On July 22, 1999,
the issuers exchanged $196.0 million of the original issued and

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outstanding CC V Holdings notes for an equivalent amount of new CC V Holdings
notes. The form and terms of the new CC V Holdings notes are substantially
identical to the original CC V Holdings notes except that they are registered
under the Securities Act of 1933 and, therefore, are not subject to the same
transfer restrictions.

There will be no current payments of cash interest on the CC V Holdings
notes before December 1, 2003. The CC V Holdings notes accrete in value at a
rate of 11.875% per annum, compounded semi-annually, to an aggregate principal
amount of $196.0 million on December 1, 2003. After December 1, 2003, cash
interest on the CC V Holdings notes:

- will accrue at the rate of 11.875% per year on the principal amount at
maturity; and

- will be payable semi-annually in arrears on June 1 and December 1 of each
year, commencing June 1, 2004.

On December 1, 2003, the issuers of the CC V Holdings notes will be
required to redeem an amount equal to $369.79 per $1,000 in principal amount at
maturity of each CC V Holdings note, on a pro rata basis, at a redemption price
of 100% of the principal amount then outstanding at maturity of the CC V
Holdings notes so redeemed.

On or after December 1, 2003, the issuers of the CC V Holdings notes may
redeem the CC V Holdings notes, in whole or in part, at a specified premium. The
optional redemption price declines to 100% of the principal amount of the CC V
Holdings notes redeemed, plus accrued and unpaid interest, if any, for
redemptions on or after December 1, 2006. Before December 1, 2001, the issuers
may redeem up to 35% of the total principal amount at maturity of the CC V
Holdings notes with the proceeds of one or more equity offerings and/or equity
investments.

In the event of specified change of control events, holders of the CC V
Holdings notes have the right to sell their CC V Holdings notes to the issuers
of the CC V Holdings notes at 101% of:

- the accreted value of the CC V Holdings notes in the case of repurchases
of CC V Holdings notes prior to December 1, 2003; or

- the total principal amount of the CC V Holdings notes in the case of
repurchases of CC V Holdings notes on or after December 1, 2003, plus
accrued and unpaid interest and liquidated damages, if any, to the date
of purchase.

Our acquisition of CC V Holdings triggered this right. On December 3, 1999,
we commenced a change of control repurchase offer with respect to the CC V
Holdings notes. In January 2000, we completed change of control offers in which
we repurchased $16.3 million aggregate principal amount of the 11.875% notes at
a purchase price of 101% of accreted value as of January 28, 2000. The aggregate
repurchase price of $10.5 million was funded with proceeds of the sale of the
January 2000 Charter Holdings notes.

Among other restrictions, the indenture governing the CC V Holdings notes
limits the ability of the issuers and their specified subsidiaries to:

- incur additional debt;

- pay dividends or make other specified restricted payments;

- grant liens;

- enter into transactions with affiliates;

- make certain investments;

162

- sell assets or subsidiary stock;

- engage in sale-leaseback transactions;

- create or permit to exist restrictions dividends or other payments from
restricted subsidiaries;

- redeem equity interests;

- merge, consolidate or sell all or substantially all of their combined
assets; and

- with respect to restricted subsidiaries, issue capital stock.

The CC V Holdings notes contain events of default that include a
cross-default provision triggered by the failure of CC V Operating, CC V
Holdings Finance, Inc. or any specified subsidiary to make payment on debt with
a total principal amount of $5.0 million or more or the acceleration of debt of
this amount prior to maturity.

As of December 31, 2001, the total principal amount at maturity of the
outstanding CC V Holdings notes was $179.8 million, with an accreted value of
$146.3 million.

CHARTER COMMUNICATIONS, INC. OCTOBER 2000 CONVERTIBLE SENIOR NOTES. The
Charter Communications, Inc. October 2000 convertible senior notes were issued
under an indenture dated October 30, 2000 between Charter Communications, Inc.,
as the issuer, and BNY Midwest Trust Company, as trustee. Charter Holdings is
not an obligor or guarantor with respect to the convertible senior notes.

The Charter Communications, Inc. October 2000 convertible senior notes are
general unsecured obligations of Charter Communications, Inc. The Charter
Communications, Inc. October 2000 convertible senior notes mature on October 15,
2005. As of December 31, 2001, there are $750.0 million total principal amount
of these notes outstanding.

The Charter Communication, Inc. October 2000 convertible senior notes are
senior debts of Charter Communications, Inc. and rank equally with any of
Charter Communications, Inc.'s future unsecured and unsubordinated debt
including the Charter Communications, Inc. May 2001 convertible senior notes,
but are structurally subordinated to all existing and future indebtedness and
other liabilities of Charter Communications, Inc.'s subsidiaries.

Charter Communications, Inc. has the right to redeem the Charter
Communications, Inc. October 2000 convertible senior notes on or after October
15, 2003 at specified redemption prices plus accrued and unpaid interest to the
redemption date. The Charter Communications, Inc. October 2000 convertible
senior notes are convertible at the option of the holder into shares of Charter
Communications, Inc.'s Class A common stock at a conversion rate of 46.3822
shares of Class A common stock per $1,000 principal amount of notes, which is
equivalent to a conversion price of approximately $21.56 per share. The
conversion rate is subject to adjustment in certain events. The Charter
Communications, Inc. October 2000 convertible senior notes are convertible at
any time before the close of business on October 15, 2005, unless Charter
Communications, Inc. has previously redeemed or repurchased the notes. Holders
of the October 2000 convertible senior notes called for redemption or submitted
for repurchase are entitled to convert the notes up to and including, but not
after, the business day prior to the date fixed for redemption or repurchase, as
the case may be.

In the event of a specified change of control event, Charter
Communications, Inc. must offer to repurchase any then-outstanding Charter
Communications, Inc. October 2000 convertible senior notes at 100% of their
principal amount plus accrued interest to the repurchase date.

CHARTER COMMUNICATIONS, INC. MAY 2001 CONVERTIBLE SENIOR NOTES. The
Charter Communications, Inc. 4.75% May 2001 convertible senior notes were issued
under an indenture dated May 30,

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2001 between Charter Communications, Inc., as the issuer, and BNY Midwest Trust
Company, as trustee. Charter Holdings is not an obligor or guarantor with
respect to the May 2001 convertible senior notes.

The Charter Communications, Inc. May 2001 convertible senior notes are
general unsecured obligations of Charter Communications, Inc. The Charter
Communications, Inc. May 2001 convertible senior notes mature on June 1, 2006.
As of December 31, 2001, there are $632.5 million total principal amount of
these notes outstanding.

The Charter Communication, Inc. May 2001 convertible senior notes are
senior debts of Charter Communications, Inc. and rank equally with any of
Charter Communications, Inc.'s future unsecured and unsubordinated debt,
including the Charter Communications, Inc. October 2000 convertible senior
notes, but are structurally subordinated to all existing and future indebtedness
and other liabilities of Charter Communications, Inc.'s subsidiaries.

Charter Communications, Inc. has the right to redeem the Charter
Communications, Inc. May 2001 convertible senior notes on or after June 4, 2004
at specified redemption prices plus accrued and unpaid interest to the
redemption date. The Charter Communications, Inc. May 2001 convertible senior
notes are convertible at the option of the holder into shares of Charter
Communications, Inc. Class A common stock at a conversion rate of 38.0952 shares
of Class A common stock per $1,000 principal amount of notes, which is
equivalent to a conversion price of approximately $26.25 per share. The
conversion rate is subject to adjustment in certain events. The Charter
Communications, Inc. May 2001 convertible senior notes are convertible at any
time before the close of business on June 1, 2006, unless Charter
Communications, Inc. has previously redeemed or repurchased the notes. Holders
of the May 2001 convertible senior notes called for redemption or submitted for
repurchase are entitled to convert the notes up to and including, but not after,
the business day prior to the date fixed for redemption or repurchase, as the
case may be.

In the event of a specified change of control event, Charter
Communications, Inc. must offer to repurchase any then-outstanding Charter
Communications, Inc. May 2001 convertible senior notes at 100% of their
principal amount plus accrued interest to the repurchase date.

INTERCOMPANY LOANS

For a description of certain intercompany loans made by Charter
Communications, Inc., Charter Communications Holding Company and Charter
Holdings to certain of their subsidiaries, see "Certain Relationships and
Related Transactions -- Intercompany Loans."

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DESCRIPTION OF NOTES

You can find the definitions of certain terms used in this description
under the subheading "Certain Definitions." In this description, the term
"Charter Holdings" refers only to Charter Communications Holdings, LLC and the
term "issuers" means Charter Holdings and Charter Communications Holdings
Capital Corporation.

The original notes were and the new notes will be issued under three
separate indentures (the "indentures"), each among the issuers and BNY Midwest
Trust Company, as trustee. The original senior notes were and new senior notes
will be issued pursuant to supplemental indentures under separate indentures,
dated May 15, 2001, among the issuers and the trustee, under which the issuers
have previously issued in May 2001, $350.0 million and $575.0 million principal
amount, respectively, of 9.625% senior notes due 2009 and 10.000% senior notes
due 2011. The eight-year senior notes and the ten-year senior notes have terms
substantially identical to the respective May 2001 senior notes. The original
senior discount notes were and the new senior discount notes will be issued
under an indenture dated January 14, 2002 among the issuers and the trustee.

Although for convenience, the eight-year senior notes, the ten-year senior
notes and the senior discount notes are referred to as the "new notes," the
eight-year senior notes, the ten-year senior notes and the senior discount notes
will be issued each as a separate series and will not together have any class
voting or other rights. Additionally, the eight-year senior notes and the
ten-year senior notes will be issued under the same indenture as the May 2001
eight-year senior notes and the May 2001 ten-year senior notes, respectively,
and will be treated as a single class for all purposes, including class voting,
with the May 2001 eight-year senior notes and the May 2001 ten-year senior
notes, respectively. The terms of the new notes include those stated in the
indentures and those made part of the indentures by reference to the Trust
Indenture Act of 1939.

The form and terms of the new notes are the same in all material respects
as to the form and terms of the original notes, except that the new notes will
have been registered under the Securities Act of 1933 and, therefore, will not
bear legends restricting their transfer. The original notes have not been
registered under the Securities Act of 1933 and are subject to certain transfer
restrictions.

The following description is a summary of the material provisions of the
indentures. It does not restate the indentures in their entirety. We urge you to
read the indentures because they, and not this description, define your rights
as holders of the new notes. Copies of the indentures are available as set forth
under "-- Additional Information."

BRIEF DESCRIPTION OF THE NOTES

The notes are:

- general unsecured obligations of the issuers;

- effectively subordinated in right of payment to all existing and future
secured Indebtedness of the issuers to the extent of the value of the
assets securing such Indebtedness;

- structurally subordinated in the right of payment to all liabilities
(including trade payables) of Charter Holdings' Subsidiaries (other than
Charter Communications Holdings Capital Corporation);

- equal in right of payment to all existing and future unsubordinated,
unsecured Indebtedness of the issuers (including the May 2001 senior
notes), including the March 1999, January 2000, January 2001 and May 2001
Charter Holdings notes; and

165

- senior in right of payment to any future subordinated Indebtedness of the
issuers.

As of December 31, 2001, pro forma for the 2001 and 2002 acquisitions, the
issuance and sale of the original notes and the application of the net proceeds
therefrom to repay a portion of the amounts then outstanding under the revolving
credit facilities of our subsidiaries, equity contributions from Charter
Communications Holding Company from the May 2001 issuance and sale by Charter
Communications, Inc. of convertible senior notes and Class A common stock and
the issuance and sale of the May 2001 Charter Holdings notes, the outstanding
Indebtedness of Charter Holdings and its Subsidiaries would have totaled
approximately $15.1 billion, $6.2 billion of which would have been Indebtedness
of our Subsidiaries and structurally senior to the new notes. Since December 31,
2001, our subsidiaries have incurred substantial additional indebtedness under
their revolving credit facilities, all of which will be structurally senior to
the new notes.

The new notes will rank equally with the senior notes and senior discount
notes of the issuers that were issued in March 1999, January 2000, January 2001
and May 2001.

As of the Issue Date, all the Subsidiaries of Charter Holdings will be
"Restricted Subsidiaries." However, under the circumstances described below
under "-- Certain Covenants -- Investments," Charter Holdings will be permitted
to designate certain of its Subsidiaries as "Unrestricted Subsidiaries."
Unrestricted Subsidiaries will generally not be subject to the restrictive
covenants in the Indentures.

PRINCIPAL, MATURITY AND INTEREST OF NOTES

EIGHT-YEAR SENIOR NOTES. The new eight-year senior notes will be issued in
denominations of $1,000 and integral multiples of $1,000. The new eight-year
senior notes will mature on November 15, 2009.

Interest on the new eight-year senior notes will accrue at the rate of
9.625% per annum and will be payable semi-annually in arrears on each May 15 and
November 15, commencing on November 15, 2002. The issuers will make each
interest payment to the holders of record of the eight-year senior notes on the
immediately preceding May 1 and November 1.

Interest on the new eight-year senior notes will accrue from May 15, 2002
(the date interest was most recently paid on the original eight-year senior
notes) or, if interest has already been paid, from the date it was most recently
paid. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.

The May 2001 eight-year senior notes were issued in an aggregate principal
amount of $350.0 million. The original eight-year senior notes issued under the
supplemental indenture were initially issued in an aggregate principal amount of
$350.0 million. The May 2001 eight-year senior notes and the new eight-year
senior notes to be issued under the supplemental indenture will be treated as a
single class for all purposes under the indenture for the eight-year senior
notes. Subject to the limitations set forth under "-- Certain
Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock,"
Charter Holdings may issue additional eight-year senior notes under the
indenture for the eight-year senior notes (and a new supplemental indenture)
from time to time. The May 2001 eight-year senior notes, the eight-year senior
notes issued under the supplemental indentures and any additional eight-year
senior notes subsequently issued under the indenture for the eight-year senior
notes (and a new supplemental indenture) would be treated as a single class for
all purposes under such indenture. For purposes of this description, references
to the eight-year senior notes include the May 2001 eight-year senior notes, the
eight-year senior notes issued under the supplemental indentures and any
additional eight-year senior notes subsequently issued under the indenture for
the eight-year senior notes (and a new supplemental indenture).

166

TEN-YEAR SENIOR NOTES. The new ten-year senior notes will be issued in
denominations of $1,000 and integral multiples of $1,000. The new ten-year
senior notes will mature on May 15, 2011.

Interest on the new ten-year senior notes will accrue at the rate of
10.000% per annum and will be payable semi-annually in arrears on each May 15
and November 15, commencing on November 15, 2002. The issuers will make each
interest payment to the holders of record of the ten-year senior notes on the
immediately preceding May 1 and November 1.

Interest on the new ten-year senior notes will accrue from May 15, 2002
(the date interest was most recently paid on the original ten-year senior notes)
or, if interest has already been paid, from the date it was most recently paid.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.

The May 2001 ten-year senior notes were issued in an aggregate principal
amount of $575.0 million. The original ten-year senior notes issued under the
supplemental indenture were initially issued in an aggregate principal amount of
$300.0 million. The May 2001 ten-year senior notes and the new ten-year senior
notes to be issued under the supplemental indenture will be treated as a single
class for all purposes under the indenture for the ten-year senior notes.
Subject to the limitations set forth under "-- Certain Covenants -- Incurrence
of Indebtedness and Issuance of Preferred Stock," Charter Holdings may issue
additional ten-year senior notes under the indenture for the ten-year senior
notes (and a new supplemental indenture) from time to time. The May 2001 ten-
year senior notes, the ten-year senior notes issued under the supplemental
indentures and any additional ten-year senior notes subsequently issued under
the indenture for the ten-year senior notes (and a new supplemental indenture)
would be treated as a single class for all purposes under such indenture. For
purposes of this description, references to the ten-year senior notes include
the May 2001 ten-year senior notes, the ten-year senior notes issued under the
supplemental indentures and any additional ten-year senior notes subsequently
issued under the indenture for the ten-year senior notes (and a new supplemental
indenture).

SENIOR DISCOUNT NOTES. The issue price of each original senior discount
note was $554.93 per $1,000 principal amount at maturity, generating aggregate
gross proceeds of $249,718,500 and representing a yield to maturity of 12.125%
(calculated on a semi-annual bond equivalent basis) calculated from January 14,
2002. The issuers will issue new senior discount notes in denominations of
$1,000 principal amount at maturity and integral multiples of $1,000 principal
amount at maturity. The new senior discount notes will mature on January 15,
2012.

Cash interest on the new senior discount notes will not accrue prior to
January 15, 2007. Thereafter, cash interest on the senior discount notes will
accrue at a rate of 12.125% per annum and will be payable semi-annually in
arrears on each January 15 and July 15, commencing on July 15, 2007. The issuers
will make each interest payment to the holders of record of the senior discount
notes on the immediately preceding January 1 and July 1. Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day months.

The senior discount notes will accrete at a rate of 12.125% per year to an
aggregate amount of $450.0 million as of January 15, 2007. The senior discount
notes will be limited in aggregate principal amount at maturity to $450.0
million.

For United States federal income tax purposes, holders of the senior
discount notes will be required to include amounts in gross income in advance of
the receipt of the cash payments to which the income is attributable. See
"Material United States Federal Income Tax Considerations."

167

OPTIONAL REDEMPTION

EIGHT-YEAR SENIOR NOTES. The eight-year senior notes will not be
redeemable at the issuers' option prior to maturity.

TEN-YEAR SENIOR NOTES. At any time prior to May 15, 2004, the issuers may,
on any one or more occasions, redeem up to 35% of the aggregate principal amount
of the ten-year senior notes on a pro rata basis (or nearly as pro rata as
practicable) at a redemption price of 110.000% of the principal amount thereof,
plus accrued and unpaid interest to the redemption date, with the net cash
proceeds of one or more Equity Offerings, provided that

(1) at least 65% of the aggregate principal amount of ten-year senior
notes remains outstanding immediately after the occurrence of such
redemption (excluding ten-year senior notes held by Charter Holdings and
its Subsidiaries), and

(2) the redemption must occur within 60 days of the date of the
closing of such Equity Offering.

Except pursuant to the preceding paragraph, the ten-year senior notes will
not be redeemable at the issuers' option prior to May 15, 2006.

On or after May 15, 2006, the issuers may redeem all or a part of the
ten-year senior notes upon not less than 30 nor more than 60 days notice at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest thereon, if any, to the applicable redemption
date, if redeemed during the twelve-month period beginning on May 15 of the
years indicated below:

YEAR PERCENTAGE
- ---- ----------

2006........................................................ 105.000%
2007........................................................ 103.333%
2008........................................................ 101.667%
2009 and thereafter......................................... 100.000%

SENIOR DISCOUNT NOTES. At any time prior to January 15, 2005, the issuers
may, on any one or more occasions, redeem up to 35% of the aggregate principal
amount at maturity of the senior discount notes on a pro rata basis (or nearly
as pro rata as practicable) at a redemption price of 112.125% of the Accreted
Value thereof, with the net cash proceeds of one or more Equity Offerings,
provided that

(1) at least 65% of the aggregate principal amount at maturity of
senior discount notes remains outstanding immediately after the occurrence
of such redemption (excluding senior discount notes held by Charter
Holdings and its Subsidiaries), and

(2) the redemption must occur within 60 days of the date of the
closing of such Equity Offering.

Except pursuant to the preceding paragraph, the senior discount notes will
not be redeemable at the issuers' option prior to January 15, 2007.

On or after January 15, 2007 the issuers may redeem all or a part of the
senior discount notes upon not less than 30 nor more than 60 days notice, at the
redemption prices (expressed as percentages of principal amount at maturity) set
forth below plus accrued and unpaid interest

168

thereon, if any, to the applicable redemption date, if redeemed during the
twelve-month period beginning on January 15 of the years indicated below.

YEAR PERCENTAGE
- ---- ----------

2007........................................................ 106.063%
2008........................................................ 104.042%
2009........................................................ 102.021%
2010 and thereafter......................................... 100.000%

REPURCHASE AT THE OPTION OF HOLDERS

CHANGE OF CONTROL. If a Change of Control occurs, each holder of new notes
will have the right to require the issuers to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of that holder's new notes pursuant
to a "Change of Control Offer." In the Change of Control Offer, the issuers will
offer a "Change of Control Payment" in cash equal to:

(x) with respect to the eight-year senior notes and the ten-year
senior notes, 101% of the aggregate principal amount thereof repurchased
plus accrued and unpaid interest thereon, if any, to the date of purchase;
and

(y) with respect to the senior discount notes, 101% of the Accreted
Value plus, for any Change of Control Offer occurring after the Full
Accretion Date, accrued and unpaid interest, if any, to the date of
purchase.

Within ten days following any Change of Control, the issuers will mail a
notice to each holder describing the transaction or transactions that constitute
the Change of Control and offering to repurchase notes on a certain date (the
"Change of Control Payment Date") specified in such notice, pursuant to the
procedures required by the indentures and described in such notice. The issuers
will comply with the requirements of Rule 14e-1 under the Exchange Act (or any
successor rules) and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the notes as a result of a Change of Control.

On the Change of Control Payment Date, the issuers will, to the extent
lawful:

(1) accept for payment all notes or portions thereof properly tendered
pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of
Control Payment in respect of all notes or portions thereof so tendered;
and

(3) deliver or cause to be delivered to the trustee the notes so
accepted together with an officers' certificate stating the aggregate
principal amount of notes or portions thereof being purchased by the
issuers.

The paying agent will promptly pay to each holder of notes so tendered the
Change of Control Payment for such notes, and the trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each holder
a new note equal in principal amount or principal amount at maturity, as
applicable, to any unpurchased portion of the notes surrendered, if any,
provided that each such new note will be in a principal amount or principal
amount at maturity, as applicable, of $1,000 or an integral multiple thereof.

169

The provisions described above that require the issuers to make a Change of
Control Offer following a Change of Control will be applicable regardless of
whether or not any other provisions of the indentures are applicable. Except as
described above with respect to a Change of Control, the indentures will not
contain provisions that permit the holders of the notes to require that the
issuers repurchase or redeem the notes in the event of a takeover,
recapitalization or similar transaction.

The issuers will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in the indentures applicable to a Change of Control Offer made by the issuers
and purchases all notes validly tendered and not withdrawn under such Change of
Control Offer.

The definition of Change of Control includes a phrase relating to the sale,
lease, transfer, conveyance or other disposition of "all or substantially all"
of the assets of Charter Holdings and its Subsidiaries, taken as a whole, or of
a Parent and its Subsidiaries, taken as a whole. Although there is a limited
body of case law interpreting the phrase "substantially all," there is no
precise established definition of the phrase under applicable law. Accordingly,
the ability of a holder of notes to require the issuers to repurchase such notes
as a result of a sale, lease, transfer, conveyance or other disposition of less
than all of the assets of Charter Holdings and its Subsidiaries, taken as a
whole, or of a Parent and its Subsidiaries, taken as a whole, to another Person
or group may be uncertain.

ASSET SALES. Charter Holdings will not, and will not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) Charter Holdings or a Restricted Subsidiary of Charter Holdings
receives consideration at the time of such Asset Sale at least equal to the
fair market value of the assets or Equity Interests issued or sold or
otherwise disposed of;

(2) such fair market value is determined by Charter Holdings' board of
directors and evidenced by a resolution of such board of directors set
forth in an officers' certificate delivered to the trustee; and

(3) at least 75% of the consideration therefor received by Charter
Holdings or such Restricted Subsidiary is in the form of cash, Cash
Equivalents or readily marketable securities.

For purposes of this provision, each of the following shall be deemed to be
cash:

(a) any liabilities (as shown on Charter Holdings' or such
Restricted Subsidiary's most recent balance sheet) of Charter Holdings
or any Restricted Subsidiary of Charter Holdings (other than contingent
liabilities and liabilities that are by their terms subordinated to the
notes) that are assumed by the transferee of any such assets pursuant to
a customary novation agreement that releases Charter Holdings or such
Restricted Subsidiary from further liability;

(b) any securities, notes or other obligations received by Charter
Holdings or any such Restricted Subsidiary from such transferee that are
converted by Charter Holdings or such Restricted Subsidiary into cash,
Cash Equivalents or readily marketable securities within 60 days after
receipt thereof (to the extent of the cash, Cash Equivalents or readily
marketable securities received in that conversion); and

170

Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
Charter Holdings or a Restricted Subsidiary of Charter Holdings may apply such
Net Proceeds at its option:

(1) to repay debt under the Credit Facilities or any other
Indebtedness of the Restricted Subsidiaries of Charter Holdings (other than
Indebtedness represented by a guarantee of a Restricted Subsidiary of
Charter Holdings); or

(2) to invest in Productive Assets, provided that any Net Proceeds
which Charter Holdings or a Restricted Subsidiary of Charter Holdings has
committed to invest in Productive Assets within 365 days of the applicable
Asset Sale may be invested in Productive Assets within two years of such
Asset Sale.

The amount of any Net Proceeds received by Charter Holdings or a Restricted
Subsidiary of Charter Holdings from Asset Sales that are not applied or invested
as provided in the preceding paragraph will constitute Excess Proceeds. When the
aggregate amount of Excess Proceeds exceeds $25 million, the issuers will make
an offer (the "Asset Sale Offer") to all holders of notes and all holders of
other Indebtedness that is of equal priority with the notes containing
provisions requiring offers to purchase or redeem with the proceeds of sales of
assets to purchase the maximum principal amount of notes and such other
Indebtedness of equal priority that may be purchased out of the Excess Proceeds
(which amount includes the entire amount of the Net Proceeds). The offer price
in any Asset Sale Offer will be payable in cash and equal to:

(1) with respect to the eight-year senior notes and the ten-year
senior notes, 100% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of purchase; and

(2) with respect to the senior discount notes, 100% of the Accreted
Value thereof plus, after the Full Accretion Date, accrued and unpaid
interest, if any, to the date of purchase.

If any Excess Proceeds remain after consummation of an Asset Sale Offer,
Charter Holdings or a Restricted Subsidiary of Charter Holdings may use such
Excess Proceeds for any purpose not otherwise prohibited by the indentures. If
the aggregate principal amount of notes and such other Indebtedness of equal
priority tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the trustee shall select the notes and such other Indebtedness of
equal priority to be purchased on a pro rata basis. Upon completion of each
Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

SELECTION AND NOTICE

If less than all of the notes are to be redeemed at any time, the trustee
will select notes for redemption as follows:

(1) if the notes are listed, in compliance with the requirements of
the principal national securities exchange on which the notes are listed;
or

(2) if the notes are not so listed, on a pro rata basis, by lot or by
such method as the trustee shall deem fair and appropriate.

No notes in face amounts of $1,000 or less shall be redeemed in part.
Notices of redemption shall be mailed by first class mail at least 30 but not
more than 60 days before the redemption date to each holder of notes to be
redeemed at its registered address. Notices of redemption may not be
conditional.

If any note is to be redeemed in part only, the notice of redemption that
relates to that note shall state the portion of the principal amount thereof to
be redeemed. A new note in principal

171

amount equal to the unredeemed portion of the original note will be issued in
the name of the holder thereof upon cancellation of the original note. notes
called for redemption become due on the date fixed for redemption. On and after
the redemption date, interest ceases to accrue on, or the Accreted Value ceases
to increase on, as the case may be, notes or portions of them called for
redemption.

CERTAIN COVENANTS

Set forth in this section are summaries of certain covenants contained in
the indentures.

During any period of time that (a) any of the eight-year senior notes,
ten-year senior notes or the senior discount notes have Investment Grade Ratings
from both Rating Agencies and (b) no Default or Event of Default has occurred
and is continuing under the applicable indenture, Charter Holdings and its
Restricted Subsidiaries will not be subject to the provisions of the indentures
described under:

- "-- Repurchase at the Option of Holders -- Asset Sales,"

- "-- Restricted Payments,"

- "-- Investments,"

- "-- Incurrence of Indebtedness and Issuance of Preferred Stock,"

- "-- Dividend and Other Payment Restrictions Affecting Subsidiaries,"

- "-- clause (D) of the first paragraph of "-- Merger, Consolidation and
Sale of Assets,"

- "-- Transactions with Affiliates" and

- "-- Sale and Leaseback Transactions."

If Charter Holdings and its Restricted Subsidiaries are not subject to
these covenants for any period of time as a result of the previous sentence and,
subsequently, one, or both, of the Rating Agencies withdraws its ratings or
downgrades the ratings assigned to the applicable notes below the required
Investment Grade Ratings or a Default or Event of Default occurs and is
continuing, then Charter Holdings and its Restricted Subsidiaries will
thereafter again be subject to these covenants. The ability of Charter Holdings
and its Restricted Subsidiaries to make Restricted Payments after the time of
such withdrawal, downgrade, Default or Event of Default will be calculated as if
the covenant governing Restricted Payments had been in effect during the entire
period of time from the Issue Date.

RESTRICTED PAYMENTS. Charter Holdings will not, and will not permit any of
its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or
distribution on account of Charter Holdings' or any of its Restricted
Subsidiaries' Equity Interests (including, without limitation, any payment
in connection with any merger or consolidation involving Charter Holdings
or any of its Restricted Subsidiaries) or to the direct or indirect holders
of Charter Holdings' or any of its Restricted Subsidiaries' Equity
Interests in their capacity as such (other than dividends or distributions
payable (x) solely in Equity Interests (other than Disqualified Stock) of
Charter Holdings or (y), in the case of Charter Holdings and its Restricted
Subsidiaries, to Charter Holdings or a Restricted Subsidiary of Charter
Holdings);

(2) purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or
consolidation involving Charter Holdings or any of its

172

Restricted Subsidiaries) any Equity Interests of Charter Holdings or any
direct or indirect parent of Charter Holdings or any Restricted Subsidiary
of Charter Holdings (other than, in the case of Charter Holdings and its
Restricted Subsidiaries, any such Equity Interests owned by Charter
Holdings or any Restricted Subsidiary of Charter Holdings); or

(3) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value, any Indebtedness that is
subordinated to the notes, except a payment of interest or principal at the
Stated Maturity thereof

(all such payments and other actions set forth in clauses (1) through (3) above
are collectively referred to as "Restricted Payments"), unless, at the time of
and after giving effect to such Restricted Payment:

(1) no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof; and

(2) Charter Holdings would, at the time of such Restricted Payment and
after giving pro forma effect thereto as if such Restricted Payment had
been made at the beginning of the applicable quarter period, have been
permitted to incur at least $1.00 of additional Indebtedness pursuant to
the Leverage Ratio test set forth in the first paragraph of the covenant
described below under the caption "-- Incurrence of Indebtedness and
Issuance of Preferred Stock"; and

(3) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by Charter Holdings and each of its
Restricted Subsidiaries after March 17, 1999 (excluding Restricted Payments
permitted by clauses (2), (3), (4), (5), (6), (7) and (8) of the next
succeeding paragraph), shall not exceed, at the date of determination, the
sum of:

(a) an amount equal to 100% of the Consolidated EBITDA of Charter
Holdings since March 17, 1999 to the end of Charter Holdings' most
recently ended full fiscal quarter for which internal financial
statements are available, taken as a single accounting period, less the
product of 1.2 times the Consolidated Interest Expense of Charter
Holdings since March 17, 1999 to the end of Charter Holdings' most
recently ended full fiscal quarter for which internal financial
statements are available, taken as a single accounting period, plus

(b) an amount equal to 100% of Capital Stock Sale Proceeds less any
such Capital Stock Sale Proceeds used in connection with (i) an
Investment made pursuant to clause (5) of the definition of "Permitted
Investments" or (ii) the incurrence of Indebtedness pursuant to clause
(10) of the covenant described under the caption "-- Incurrence of
Indebtedness and Issuance of Preferred Stock," plus

So long as no Default has occurred and is continuing or would be caused
thereby, the preceding provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of
declaration thereof, if at said date of declaration such payment would have
complied with the provisions of the indentures;

(2) the redemption, repurchase, retirement, defeasance or other
acquisition of any subordinated Indebtedness of Charter Holdings in
exchange for, or out of the net proceeds of, the substantially concurrent
sale (other than to a Subsidiary of Charter Holdings) of Equity Interests
of Charter Holdings (other than Disqualified Stock), provided that the
amount of any such net cash proceeds that are utilized for any such
redemption, repurchase, retirement, defeasance or other acquisition shall
be excluded from clause (3)(b) of the preceding paragraph;

173

(3) the defeasance, redemption, repurchase or other acquisition of
subordinated Indebtedness of Charter Holdings or any of its Restricted
Subsidiaries with the net cash proceeds from an incurrence of Permitted
Refinancing Indebtedness;

(4) regardless of whether a Default then exists, the payment of any
dividend or distribution to the extent necessary to permit direct or
indirect beneficial owners of shares of Capital Stock of Charter Holdings
to pay federal, state or local income tax liabilities that would arise
solely from income of Charter Holdings or any of its Restricted
Subsidiaries, as the case may be, for the relevant taxable period and
attributable to them solely as a result of Charter Holdings (and any
intermediate entity through which the holder owns such shares) or any of
its Restricted Subsidiaries being a limited liability company, partnership
or similar entity for federal income tax purposes;

(5) regardless of whether a Default then exists, the payment of any
dividend by a Restricted Subsidiary of Charter Holdings to the holders of
its common Equity Interests on a pro rata basis;

(6) the payment of any dividend on the Helicon Preferred Stock or the
redemption, repurchase, retirement or other acquisition of the Helicon
Preferred Stock in an amount not in excess of its aggregate liquidation
value;

(7) the repurchase, redemption or other acquisition or retirement for
value, or the payment of any dividend or distribution to the extent
necessary to permit the repurchase, redemption or other acquisition or
retirement for value, of any Equity Interests of Charter Holdings or a
Parent held by any member of Charter Holdings' or such Parent's management
pursuant to any management equity subscription agreement or membership or
stock option agreement in effect as of the Issue Date, provided that the
aggregate price paid for all such repurchased, redeemed, acquired or
retired Equity Interests shall not exceed $10 million in any fiscal year of
Charter Holdings; and

(8) payment of fees in connection with any acquisition, merger or
similar transaction in an amount that does not exceed an amount equal to
1.25% of the transaction value of such acquisition, merger or similar
transaction.

The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by Charter Holdings or any of its
Restricted Subsidiaries pursuant to the Restricted Payment. The fair market
value of any assets or securities that are required to be valued by this
covenant shall be determined by the board of directors of Charter Holdings whose
resolution with respect thereto shall be delivered to the trustee. Such board of
directors' determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $100 million.

Not later than the date of making any Restricted Payment, Charter Holdings
shall deliver to the trustee an officers' certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this "Restricted Payments" covenant were computed,
together with a copy of any fairness opinion or appraisal required by the
indentures.

174

INVESTMENTS. Charter Holdings will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly:

(1) make any Restricted Investment; or

(2) allow any Restricted Subsidiary of Charter Holdings to become an
Unrestricted Subsidiary,

unless, in each case:

(a) no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof; and

(b) Charter Holdings would, at the time of, and after giving effect
to, such Restricted Investment or such designation of a Restricted
Subsidiary as an Unrestricted Subsidiary, have been permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test
set forth in the first paragraph of the covenant described below under the
caption "--Incurrence of Indebtedness and Issuance of Preferred Stock."

An Unrestricted Subsidiary may be redesignated as a Restricted Subsidiary
if such redesignation would not cause a Default.

INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK

(A) Charter Holdings will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt) and Charter Holdings will not issue any Disqualified Stock and will not
permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock
unless the Leverage Ratio would have been not greater than 8.75 to 1.0
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom) as if the additional Indebtedness had been incurred, or the
Disqualified Stock had been issued, as the case may be, at the beginning of the
most recently ended fiscal quarter.

So long as no Default shall have occurred and be continuing or would be
caused thereby, the first paragraph of this covenant will not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

(1) the incurrence by Charter Holdings and its Restricted Subsidiaries
of Indebtedness under the Credit Facilities, provided that the aggregate
principal amount of all Indebtedness of Charter Holdings and its Restricted
Subsidiaries outstanding under all Credit Facilities, after giving effect
to such incurrence, does not exceed an amount equal to $3.5 billion less
the aggregate amount of all Net Proceeds of Asset Sales applied by Charter
Holdings or any of its Subsidiaries in the case of an Asset Sale since
March 17, 1999 to repay Indebtedness under a Credit Facility pursuant to
the covenant described above under the caption "--Repurchase at the Option
of Holders -- Asset Sales";

(2) the incurrence by Charter Holdings and its Restricted Subsidiaries
of Existing Indebtedness (other than the Credit Facilities);

(3) the incurrence on the Issue Date by Charter Holdings and its
Restricted Subsidiaries of Indebtedness represented by the notes;

175

(4) the incurrence by Charter Holdings or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations,
mortgage financings or purchase money obligations, in each case, incurred
for the purpose of financing all or any part of the purchase price or cost
of construction or improvement (including, without limitation, the cost of
design, development, construction, acquisition, transportation,
installation, improvement, and migration) of Productive Assets of Charter
Holdings Company or any of its Restricted Subsidiaries, in an aggregate
principal amount not to exceed $75 million at any time outstanding;

(5) the incurrence by Charter Holdings or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
net proceeds of which are used to refund, refinance or replace, in whole or
in part, Indebtedness (other than intercompany Indebtedness) that was
permitted by the indentures to be incurred under the first paragraph of
this covenant or clauses (2) or (3) of this paragraph;

(6) the incurrence by Charter Holdings or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among Charter Holdings
and any of its Wholly Owned Restricted Subsidiaries, provided that:

(a) if Charter Holdings is the obligor on such Indebtedness, such
Indebtedness must be expressly subordinated to the prior payment in full
in cash of all obligations with respect to the notes; and

(b) (i) any subsequent issuance or transfer of Equity Interests
that results in any such Indebtedness being held by a Person other than
Charter Holdings or a Wholly Owned Restricted Subsidiary thereof and
(ii) any sale or other transfer of any such Indebtedness to a Person
that is not either Charter Holdings or a Wholly Owned Restricted
Subsidiary thereof, shall be deemed, in each case, to constitute an
incurrence of such Indebtedness by Charter Holdings or any of its
Restricted Subsidiaries that was not permitted by this clause (6);

(7) the incurrence by Charter Holdings or any of its Restricted
Subsidiaries of Hedging Obligations that are incurred for the purpose of
fixing or hedging interest rate risk with respect to any floating rate
Indebtedness that is permitted by the terms of the indentures to be
outstanding;

(8) the guarantee by Charter Holdings of Indebtedness of a Restricted
Subsidiary of Charter Holdings that was permitted to be incurred by another
provision of this covenant;

(9) the incurrence by Charter Holdings or any of its Restricted
Subsidiaries of additional Indebtedness in an aggregate principal amount at
any time outstanding not to exceed $300 million;

(10) the incurrence by Charter Holdings or any of its Restricted
Subsidiaries of additional Indebtedness in an aggregate principal amount at
any time outstanding not to exceed 200% of the net cash proceeds received
by Charter Holdings from the sale of its Equity Interests (other than
Disqualified Stock) after March 17, 1999 to the extent such net cash
proceeds have not been applied to make Restricted Payments or to effect
other transactions pursuant to the covenant described above under the
subheading "-- Restricted Payments" or to make Permitted Investments
pursuant to clause (5) of the definition thereof; and

(11) the accretion or amortization of original issue discount and the
write up of Indebtedness in accordance with purchase accounting.

For purposes of determining compliance with this "Incurrence of
Indebtedness and Issuance of Preferred Stock" covenant, in the event that an
item of proposed Indebtedness (a) meets the criteria

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of more than one of the categories of Permitted Debt described in clauses (1)
through (11) above or (b) is entitled to be incurred pursuant to the first
paragraph of this covenant, Charter Holdings will be permitted to classify and
from time to time to reclassify such item of Indebtedness in any manner that
complies with this covenant. For avoidance of doubt, Indebtedness incurred
pursuant to a single agreement, instrument, program, facility or line of credit
may be classified as Indebtedness arising in part under one of the clauses
listed above, and in part under any one or more of the clauses listed above, to
the extent that such Indebtedness satisfies the criteria for such clauses.

(B) Notwithstanding the foregoing, in no event shall any Restricted
Subsidiary of Charter Holdings consummate a Subordinated Debt Financing or a
Preferred Stock Financing. A "Subordinated Debt Financing" or a "Preferred Stock
Financing," as the case may be, with respect to any Restricted Subsidiary of
Charter Holdings shall mean a public offering or private placement (whether
pursuant to Rule 144A under the Securities Act of 1933 or otherwise) of
Subordinated Notes or Preferred Stock (whether or not such Preferred Stock
constitutes Disqualified Stock), as the case may be, of such Restricted
Subsidiary to one or more purchasers (other than to one or more Affiliates of
Charter Holdings). "Subordinated Notes" with respect to any Restricted
Subsidiary of Charter Holdings shall mean Indebtedness of such Restricted
Subsidiary that is contractually subordinated in right of payment to any other
Indebtedness of such Restricted Subsidiary (including, without limitation,
Indebtedness under the Credit Facilities). The foregoing limitation shall not
apply to:

(i) any Indebtedness or Preferred Stock of any Person existing at the
time such Person is merged with or into or became a Subsidiary of Charter
Holdings, provided that such Indebtedness or Preferred Stock was not
incurred or issued in connection with, or in contemplation of, such Person
merging with or into, or becoming a Subsidiary of, Charter Holdings, and

(ii) any Indebtedness or Preferred Stock of a Restricted Subsidiary
issued in connection with, and as part of the consideration for, an
acquisition, whether by stock purchase, asset sale, merger or otherwise, in
each case involving such Restricted Subsidiary, which Indebtedness or
Preferred Stock is issued to the seller or sellers of such stock or assets,
provided that such Restricted Subsidiary is not obligated to register such
Indebtedness or Preferred Stock under the Securities Act of 1933 or
obligated to provide information pursuant to Rule 144A under the Securities
Act of 1933.

LIENS. Charter Holdings will not, directly or indirectly, create, incur,
assume or suffer to exist any Lien of any kind securing Indebtedness,
Attributable Debt or trade payables on any asset now owned or hereafter
acquired, except Permitted Liens.

DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES. Charter
Holdings will not, directly or indirectly, create or permit to exist or become
effective any encumbrance or restriction on the ability of any Restricted
Subsidiary of Charter Holdings to:

(1) pay dividends or make any other distributions on its Capital Stock
to Charter Holdings or any of its Restricted Subsidiaries, or with respect
to any other interest or participation in, or measured by, its profits, or
pay any Indebtedness owed to Charter Holdings or any of its Restricted
Subsidiaries;

(2) make loans or advances to Charter Holdings or any of its
Restricted Subsidiaries; or

(3) transfer any of its properties or assets to Charter Holdings or
any of its Restricted Subsidiaries.

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However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

(1) Existing Indebtedness as in effect on the Issue Date (including,
without limitation, the Credit Facilities) and any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings thereof, provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are no more restrictive, taken as a whole,
with respect to such dividend and other payment restrictions than those
contained in such Existing Indebtedness, as in effect on the Issue Date;

(2) the indentures and the notes;

(3) applicable law;

(4) any instrument governing Indebtedness or Capital Stock of a Person
acquired by Charter Holdings or any of its Restricted Subsidiaries as in
effect at the time of such acquisition (except to the extent such
Indebtedness was incurred in connection with or in contemplation of such
acquisition), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person,
or the property or assets of the Person, so acquired, provided that, in the
case of Indebtedness, such Indebtedness was permitted by the terms of the
indentures to be incurred;

(5) customary non-assignment provisions in leases entered into in the
ordinary course of business and consistent with past practices;

(6) purchase money obligations for property acquired in the ordinary
course of business that impose restrictions on the property so acquired of
the nature described in clause (3) of the preceding paragraph;

(7) any agreement for the sale or other disposition of a Restricted
Subsidiary of Charter Holdings that restricts distributions by such
Restricted Subsidiary pending its sale or other disposition;

(8) Permitted Refinancing Indebtedness, provided that the restrictions
contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive, taken as a whole, than those
contained in the agreements governing the Indebtedness being refinanced;

(9) Liens securing Indebtedness otherwise permitted to be incurred
pursuant to the provisions of the covenant described above under the
caption "-- Liens" that limit the right of Charter Holdings or any of its
Restricted Subsidiaries to dispose of the assets subject to such Lien;

(10) provisions with respect to the disposition or distribution of
assets or property in joint venture agreements and other similar agreements
entered into in the ordinary course of business;

(11) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business;

(12) restrictions contained in the terms of Indebtedness permitted to
be incurred under the covenant described under the caption "-- Incurrence
of Indebtedness and Issuance of Preferred Stock", provided that such
restrictions are no more restrictive than the terms contained in the Credit
Facilities as in effect on the Issue Date; and

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(13) restrictions that are not materially more restrictive than
customary provisions in comparable financings and the management of Charter
Holdings determines that such restrictions will not materially impair
Charter Holdings' ability to make payments as required under the notes.

MERGER, CONSOLIDATION, OR SALE OF ASSETS. Neither of the issuers may,
directly or indirectly, (1) consolidate or merge with or into another Person
(whether or not such issuer is the surviving corporation) or (2) sell, assign,
transfer, convey or otherwise dispose of all or substantially all of its
properties or assets, in one or more related transactions, to another Person;
unless:

(A) either:

(i) such issuer is the surviving corporation; or

(ii) the Person formed by or surviving any such consolidation or
merger (if other than such issuer) or to which such sale, assignment,
transfer, conveyance or other disposition shall have been made is a
Person organized or existing under the laws of the United States, any
state thereof or the District of Columbia, provided that if the Person
formed by or surviving any such consolidation or merger with either
issuer is a limited liability company or a Person other than a
corporation, a corporate co-issuer shall also be an obligor with respect
to the notes;

(B) the Person formed by or surviving any such consolidation or merger
(if other than Charter Holdings) or the Person to which such sale,
assignment, transfer, conveyance or other disposition shall have been made
assumes all the obligations of Charter Holdings under the notes and the
indentures pursuant to agreements reasonably satisfactory to the trustee;

(D) Charter Holdings or the Person formed by or surviving any such
consolidation or merger (if other than Charter Holdings) will, on the date
of such transaction after giving pro forma effect thereto and any related
financing transactions as if the same had occurred at the beginning of the
applicable four-quarter period, either:

(i) be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Leverage Ratio test set forth in the first paragraph of
the covenant described above under the caption "-- Incurrence of
Indebtedness and Issuance of Preferred Stock" or

(ii) have a Leverage Ratio immediately after giving effect to such
consolidation or merger no greater than the Leverage Ratio immediately
prior to such consolidation or merger.

In addition, Charter Holdings may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. This "Merger, Consolidation, or Sale of
Assets" covenant will not apply to a sale, assignment, transfer, conveyance or
other disposition of assets between or among Charter Holdings and any of its
Wholly Owned Subsidiaries.

TRANSACTIONS WITH AFFILIATES. Charter Holdings will not, and will not
permit any of its Restricted Subsidiaries to, make any payment to, or sell,
lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any

179

transaction, contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"),
unless:

(1) such Affiliate Transaction is on terms that are no less favorable
to Charter Holdings or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction by Charter Holdings or
such Restricted Subsidiary with an unrelated Person; and

(2) Charter Holdings delivers to the trustee:

(a) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of
$15 million, a resolution of the board of directors of Charter Holdings
set forth in an officers' certificate certifying that such Affiliate
Transaction complies with this covenant and that such Affiliate
Transaction has been approved by a majority of the members of the board
of directors; and

(b) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of
$50 million, an opinion as to the fairness to the holders of such
Affiliate Transaction from a financial point of view issued by an
accounting, appraisal or investment banking firm of national standing.

The following items shall not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:

(1) any existing employment agreement entered into by Charter Holdings
or any of its Subsidiaries and any employment agreement entered into by
Charter Holdings or any of its Restricted Subsidiaries in the ordinary
course of business and consistent with the past practice of Charter
Holdings or such Restricted Subsidiary;

(2) transactions between or among Charter Holdings and/or its
Restricted Subsidiaries;

(3) payment of reasonable directors fees to Persons who are not
otherwise Affiliates of Charter Holdings, and customary indemnification and
insurance arrangements in favor of directors, regardless of affiliation
with Charter Holdings or any of its Restricted Subsidiaries;

(4) payment of management fees pursuant to management agreements
either (A) existing on the Issue Date or (B) entered into after the Issue
Date, to the extent that such management agreements provide for percentage
fees no higher than the percentage fees existing under the management
agreements existing on the Issue Date;

(5) Restricted Payments that are permitted by the provisions of the
covenant described above under the caption "-- Restricted Payments" and
Restricted Investments that are permitted by the provisions of the covenant
described above under the caption "-- Investments"; and

(6) Permitted Investments.

SALE AND LEASEBACK TRANSACTIONS. Charter Holdings will not, and will not
permit any of its Restricted Subsidiaries to, enter into any sale and leaseback
transaction, provided that Charter Holdings may enter into a sale and leaseback
transaction if:

(1) Charter Holdings could have

(a) incurred Indebtedness in an amount equal to the Attributable
Debt relating to such sale and leaseback transaction under the Leverage
Ratio test in the first paragraph of the covenant described above under
the caption "-- Incurrence of Additional Indebtedness and Issuance of
Preferred Stock" and

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(b) incurred a Lien to secure such Indebtedness pursuant to the
covenant described above under the caption "-- Liens"; and

(2) the transfer of assets in that sale and leaseback transaction is
permitted by, and Charter Holdings applies the proceeds of such transaction
in compliance with, the covenant described above under the caption
"-- Repurchase at the Option of Holders -- Asset Sales."

The foregoing restrictions do not apply to a sale and leaseback transaction
if the lease is for a period, including renewal rights, of not in excess of
three years.

LIMITATIONS ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS. Charter Holdings
will not permit any of its Restricted Subsidiaries, directly or indirectly, to
Guarantee or pledge any assets to secure the payment of any other Indebtedness
of Charter Holdings, except in respect of the Credit Facilities (the "Guaranteed
Indebtedness") unless

(1) such Restricted Subsidiary simultaneously executes and delivers a
supplemental indenture providing for the Guarantee (a "Subsidiary
Guarantee") of the payment of the notes by such Restricted Subsidiary, and

(2) until one year after all the notes have been paid in full in cash,
such Restricted Subsidiary waives and will not in any manner whatsoever
claim or take the benefit or advantage of, any rights of reimbursement,
indemnity or subrogation or any other rights against Charter Holdings or
any other Restricted Subsidiary of Charter Holdings as a result of any
payment by such Restricted Subsidiary under its Subsidiary Guarantee,
provided that this paragraph shall not be applicable to any Guarantee or
any Restricted Subsidiary that existed at the time such Person became a
Restricted Subsidiary and was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary.

If the Guaranteed Indebtedness is subordinated to the notes, then the
Guarantee of such Guaranteed Indebtedness shall be subordinated to the
Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is
subordinated to the notes.

PAYMENTS FOR CONSENT. Charter Holdings will not, and will not permit any
of its Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any holder of notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of the indentures or the notes unless such consideration is offered to be paid
and is paid to all holders of the notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

REPORTS. Whether or not required by the Securities and Exchange
Commission, so long as any notes are outstanding, Charter Holdings will furnish
to the holders of notes, within the time periods specified in the Securities and
Exchange Commission's rules and regulations:

(1) all quarterly and annual financial information that would be
required to be contained in a filing with the Securities and Exchange
Commission on Forms 10-Q and 10-K if Charter Holdings were required to file
such forms, including a "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section and, with respect to the
annual information only, a report on the annual financial statements by
Charter Holdings' independent public accountants; and

(2) all current reports that would be required to be filed with the
Securities and Exchange Commission on Form 8-K if Charter Holdings were
required to file such reports.

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If Charter Holdings has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraph shall include a reasonably detailed presentation, either
on the face of the financial statements or in the footnotes thereto, and in
Management's Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations of Charter
Holdings and its Restricted Subsidiaries separate from the financial condition
and results of operations of the Unrestricted Subsidiaries of Charter Holdings.

In addition, whether or not required by the Securities and Exchange
Commission, Charter Holdings will file a copy of all of the information and
reports referred to in clauses (1) and (2) above with the Securities and
Exchange Commission for public availability within the time periods specified in
the Securities and Exchange Commission's rules and regulations, unless the
Securities and Exchange Commission will not accept such a filing, and make such
information available to securities analysts and prospective investors upon
request.

EVENTS OF DEFAULT AND REMEDIES

Each of the following is an Event of Default with respect to the notes of
each series:

(1) default for 30 days in the payment when due of interest on the
notes;

(2) default in payment when due of the principal of or premium, if
any, on the notes;

(3) failure by Charter Holdings or any of its Restricted Subsidiaries
to comply with the provisions described under the captions "-- Repurchase
at the Option of Holders -- Change of Control" or "-- Certain
Covenants -- Merger, Consolidation, or Sale of Assets";

(4) failure by Charter Holdings or any of its Restricted Subsidiaries
for 30 days after written notice thereof has been given to Charter Holdings
by the trustee or to Charter Holdings and the trustee by holders of at
least 25% of the aggregate principal amount of the notes outstanding to
comply with any of their other covenants or agreements in the indentures;

(5) default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by Charter Holdings or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by Charter
Holdings or any of its Restricted Subsidiaries) whether such Indebtedness
or guarantee now exists, or is created after the Issue Date, if that
default:

(a) is caused by a failure to pay at final stated maturity the
principal amount on such Indebtedness prior to the expiration of the
grace period provided in such Indebtedness on the date of such default
(a "Payment Default"); or

(b) results in the acceleration of such Indebtedness prior to its
express maturity,

and, in each case, the principal amount of any such Indebtedness, together
with the principal amount of any other such Indebtedness under which there
has been a Payment Default or the maturity of which has been so
accelerated, aggregates $100 million or more;

(6) failure by Charter Holdings or any of its Restricted Subsidiaries
to pay final judgments which are non-appealable aggregating in excess of
$100 million (net of applicable insurance which has not been denied in
writing by the insurer) which judgments are not paid, discharged or stayed
for a period of 60 days; and

182

(7) Charter Holdings or any of its Significant Subsidiaries pursuant
to or within the meaning of bankruptcy law:

(a) commences a voluntary case,

(b) consents to the entry of an order for relief against it in an
involuntary case,

(d) makes a general assignment for the benefit of its creditors; or

(8) a court of competent jurisdiction enters an order or decree under
any bankruptcy law that:

(a) is for relief against Charter Holdings or any of its
Significant Subsidiaries in an involuntary case;

(b) appoints a custodian of Charter Holdings or any of its
Significant Subsidiaries or for all or substantially all of the property
of Charter Holdings or any of its Significant Subsidiaries; or

and the order or decree remains unstayed and in effect for 60 consecutive
days.

In the case of an Event of Default described in the foregoing clauses (7)
and (8) with respect to Charter Holdings, all outstanding notes will become due
and payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the trustee or the holders of at least 25% in
principal amount (or, in the case of senior discount notes, principal amount at
maturity) of the then outstanding notes of each series may declare their
respective notes to be due and payable immediately.

Holders of notes of each series may not enforce the indentures or the notes
except as provided in the indentures. Subject to certain limitations, holders of
a majority in principal amount (or, in the case of senior discount notes,
principal amount at maturity) of the then outstanding notes of each series may
direct the trustee in its exercise of any trust or power. The trustee may
withhold from holders of the notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest.

The holders of a majority in aggregate principal amount (or, in the case of
senior discount notes, principal amount at maturity) of the notes of each series
then outstanding by notice to the trustee may on behalf of the holders of all of
the notes waive any existing Default or Event of Default and its consequences
under the indentures except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the notes.

Charter Holdings will be required to deliver to the trustee annually a
statement regarding compliance with the indentures. Upon becoming aware of any
Default or Event of Default, Charter Holdings will be required to deliver to the
trustee a statement specifying such Default or Event of Default.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS AND
STOCKHOLDERS

No director, officer, employee, incorporator, member or stockholder of
Charter Holdings, as such, shall have any liability for any obligations of
Charter Holdings under the notes or the

183

indentures, or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each holder of notes by accepting a note waives
and releases all such liability. The waiver and release will be part of the
consideration for issuance of the notes. The waiver may not be effective to
waive liabilities under the federal securities laws.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Charter Holdings may, at its option and at any time, elect to have all of
its obligations discharged with respect to the outstanding notes ("Legal
Defeasance") except for:

(1) the rights of holders of outstanding notes to receive payments in
respect of the Accreted Value or principal of, premium, if any, and
interest on such notes when such payments are due from the trust referred
to below;

(2) Charter Holdings' obligations with respect to the notes concerning
issuing temporary notes, registration of notes, mutilated, destroyed, lost
or stolen notes and the maintenance of an office or agency for payment and
money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee,
and Charter Holdings' obligations in connection therewith; and

(4) the Legal Defeasance provisions of the indentures.

In addition, Charter Holdings may, at its option and at any time, elect to
have the obligations of Charter Holdings released with respect to certain
covenants that are described in the indentures ("Covenant Defeasance") and
thereafter any omission to comply with those covenants shall not constitute a
Default or Event of Default with respect to the notes. In the event Covenant
Defeasance occurs, certain events (not including non-payment, bankruptcy,
receivership, rehabilitation and insolvency events) described under "Events of
Default" will no longer constitute an Event of Default with respect to the
notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) Charter Holdings must irrevocably deposit with the trustee, in
trust, for the benefit of the holders of the notes, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay the principal of, premium,
if any, and interest on the outstanding notes on the stated maturity or on
the applicable redemption date, as the case may be, and Charter Holdings
must specify whether the notes are being defeased to maturity or to a
particular redemption date;

(2) in the case of Legal Defeasance, Charter Holdings shall have
delivered to the trustee an opinion of counsel reasonably acceptable to the
trustee confirming that

(a) Charter Holdings has received from, or there has been published
by, the Internal Revenue Service a ruling or

(b) since the Issue Date, there has been a change in the applicable
federal income tax law,

in either case to the effect that, and based thereon such opinion of
counsel shall confirm that, the holders of the outstanding notes will not
recognize income, gain or loss for federal income tax purposes as a result
of such Legal Defeasance and will be subject to federal income tax on

184

the same amounts, in the same manner and at the same times as would have
been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, Charter Holdings shall have
delivered to the trustee an opinion of counsel reasonably acceptable to the
trustee confirming that the holders of the outstanding notes will not
recognize income, gain or loss for federal income tax purposes as a result
of such Covenant Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have
been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default shall have occurred and be
continuing either:

(a) on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such
deposit); or

(b) insofar as Events of Default from bankruptcy or insolvency
events are concerned, at any time in the period ending on the 91st day
after the date of deposit;

(5) such Legal Defeasance or Covenant Defeasance will not result in a
breach or violation of, or constitute a default under any material
agreement or instrument (other than the indentures) to which Charter
Holdings or any of its Restricted Subsidiaries is a party or by which
Charter Holdings or any of its Restricted Subsidiaries is bound;

(6) Charter Holdings must have delivered to the trustee an opinion of
counsel to the effect that after the 91st day, assuming no intervening
bankruptcy, that no holder is an insider of Charter Holdings following the
deposit and that such deposit would not be deemed by a court of competent
jurisdiction a transfer for the benefit of either issuer in its capacity as
such, the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally;

(7) Charter Holdings must deliver to the trustee an officers'
certificate stating that the deposit was not made by Charter Holdings with
the intent of preferring the holders of notes over the other creditors of
Charter Holdings with the intent of defeating, hindering, delaying or
defrauding creditors of Charter Holdings or others; and

(8) Charter Holdings must deliver to the trustee an officers'
certificate and an opinion of counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have
been complied with.

Notwithstanding the foregoing, the opinion of counsel required by clause
(2) above with respect to a Legal Defeasance need not be delivered if all notes
not theretofore delivered to the trustee for cancellation

(a) have become due and payable or

(b) will become due and payable on the maturity date within one year
under arrangements satisfactory to the trustee for the giving of notice of
redemption by the trustee in the name, and at the expense, of the issuers.

AMENDMENT, SUPPLEMENT AND WAIVER

Except as provided below, the indentures or the notes of each series may be
amended or supplemented with the consent of the holders of at least a majority
in aggregate principal amount, in the case of the eight-year senior notes and
the ten-year Senior notes, and aggregate principal amount

185

at maturity, in the case of the senior discount notes, of the then outstanding
notes of each series. This includes consents obtained in connection with a
purchase of notes, a tender offer for notes or an exchange offer for notes. Any
existing Default or compliance with any provision of the indentures or the notes
may be waived with the consent of the holders of a majority in aggregate
principal amount, in the case of the eight-year senior notes and the ten-year
senior notes, and aggregate principal amount at maturity, in the case of the
senior discount notes, of the then outstanding notes of each series. This
includes consents obtained in connection with a purchase of notes, a tender
offer for notes or an exchange offer for notes. Without the consent of each
holder affected, an amendment or waiver may not (with respect to any notes held
by a non-consenting holder):

(1) reduce the principal amount or principal amount at maturity of
notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note
or alter the payment provisions with respect to the redemption of the notes
(other than provisions relating to the covenants described above under the
caption "-- Repurchase at the Option of Holders");

(3) reduce the rate of or extend the time for payment of interest on
any note;

(4) waive a Default or an Event of Default in the payment of principal
of or premium, if any, or interest on the notes (except a rescission of
acceleration of the notes by the holders of at least a majority in
aggregate principal amount of the notes and a waiver of the payment default
that resulted from such acceleration);

(5) make any note payable in money other than that stated in the
notes;

(6) make any change in the provisions of the indentures relating to
waivers of past Defaults or the rights of holders of notes to receive
payments of Accreted Value or principal of, or premium, if any, or interest
on the notes;

(7) waive a redemption payment with respect to any note (other than a
payment required by one of the covenants described above under the caption
"-- Repurchase at the Option of Holders");

(8) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any holder of notes,
the issuers and the trustee may amend or supplement the indentures or the notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of
certificated notes;

(3) to provide for the assumption of either issuer's obligations to
holders of notes in the case of a merger or consolidation or sale of all or
substantially all of such issuer's assets;

(4) to make any change that would provide any additional rights or
benefits to the holders of notes or that does not adversely affect the
legal rights under the indentures of any such holder; or

(5) to comply with requirements of the Securities and Exchange
Commission in order to effect or maintain the qualification of the
indentures under the Trust Indenture Act or otherwise as necessary to
comply with applicable law.

186

GOVERNING LAW

The indentures and the notes will be governed by the laws of the State of
New York.

CONCERNING THE TRUSTEE

If the trustee becomes a creditor of Charter Holdings, the indentures limit
its right to obtain payment of claims in certain cases, or to realize on certain
property received in respect of any such claim as security or otherwise. The
trustee will be permitted to engage in other transactions; however, if it
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the Securities and Exchange Commission for permission to continue
or resign.

The holders of a majority in principal amount of the then outstanding notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the trustee, subject to
certain exceptions. The indentures provide that in case an Event of Default
shall occur and be continuing, the trustee will be required, in the exercise of
its power, to use the degree of care of a prudent man in the conduct of his own
affairs. Subject to such provisions, the trustee will be under no obligation to
exercise any of its rights or powers under the indentures at the request of any
holder of notes, unless such holder shall have offered to the trustee security
and indemnity satisfactory to it against any loss, liability or expense.

ADDITIONAL INFORMATION

Anyone who receives this prospectus may obtain a copy of the indentures and
the registration rights agreements without charge by writing to Charter
Communications Holdings, LLC, Charter Plaza 12405 Powerscourt Drive, St. Louis,
Missouri 63131, Attention: Corporate Secretary.

BOOK-ENTRY, DELIVERY AND FORM

Except as set forth below, notes will be issued in registered, global form
in minimum denominations of $1,000 and integral multiples of $1,000 in excess
thereof.

The notes initially will be issued in the form of global securities filed
in book-entry form. The notes will be deposited upon issuance with the trustee,
as custodian for The Depository Trust Company ("DTC"), in New York, New York,
and registered in the name of DTC or its nominee, the DTC, and the DTC or its
nominee will initially be the sole registered holder of the notes for all
purposes under the indentures. Unless it is exchanged in whole or in part for
debt securities in definitive form as described below, a global security may not
be transferred. However, transfers of the whole security between the DTC and its
nominee or their respective successors are permitted.

Upon the issuance of a global security, the DTC or its nominee will credit
on its internal system the principal amount at maturity of the individual
beneficial interest represented by the global security acquired by the persons
in sale of the original notes. Ownership of beneficial interests in a global
security will be limited to persons that have accounts with the DTC or persons
that hold interests through participants. Ownership of beneficial interests will
be shown on, and the transfer of such ownership will be effected only through,
records maintained by the DTC or its nominee with respect to interests of
participants and the records of participants with respect to interests of
persons other than participants. The laws of some jurisdictions require that
some purchasers of securities take physical delivery of the securities in
definitive form. These limits and laws may impair the ability to transfer
beneficial interests in a global security. Principal and interest payments on
global securities registered in the name of the DTC's nominee will be made in
immediate available funds to the DTC's nominee as the registered owner of the
global securities. The issuers and the trustee will treat

187

the DTC's nominee as the owner of the global securities for all other purposes
as well. Accordingly, the issuers, the trustee, any paying agent and the initial
purchasers will have no direct responsibility or liability for any aspect of the
records relating to payments made on account of beneficial interests in the
global securities or for maintaining, supervising or reviewing any records
relating to these beneficial interests. It is the DTC's current practice, upon
receipt of any payment of principal or interest, to credit direct participants'
accounts on the payment date according to their respective holdings of
beneficial interests in the global securities. These payments will be the
responsibility of the direct and indirect participants and not of the DTC, the
issuers, the trustee or the initial purchasers.

So long as the DTC or its nominee is the registered owner or holder of the
global security, the DTC or its nominee, as the case may be, will be considered
the sole owner or holder of the notes represented by the global security for the
purposes of:

(1) receiving payment on the notes;

(2) receiving notices; and

(3) for all other purposes under the indentures and the notes.

Beneficial interests in the notes will be evidenced only by, and transfers
of the notes will be effected only through, records maintained by the DTC and
its participants.

Except as described above, owners of beneficial interests in a global
security will not be entitled to receive physical delivery of certificated notes
in definitive form and will not be considered the holders of the global security
for any purposes under the indentures. Accordingly, each person owning a
beneficial interest in a global security must rely on the procedures of the DTC.
And, if that person is not a participant, the person must rely on the procedures
of the participant through which that person owns its interest, to exercise any
rights of a holder under the indentures. Under existing industry practices, if
the issuers request any action of holders or an owner of a beneficial interest
in a global security desires to take any action under the indentures, the DTC
would authorize the participants holding the relevant beneficial interest to
take that action. The participants then would authorize beneficial owners owning
through the participants to take the action or would otherwise act upon the
instructions of beneficial owners owning through them.

The DTC has advised the issuers that it will take any action permitted to
be taken by a holder of notes only at the direction of one or more participants
to whose account the DTC interests in the global security are credited. Further,
the DTC will take action only as to the portion of the aggregate principal
amount at maturity of the notes as to which the participant or participants has
or have given the direction.

The DTC has provided the following information to us. The DTC is a:

(1) limited-purpose trust company organized under the New York Banking
Law;

(2) a banking organization within the meaning of the New York Banking
Law;

(3) a member of the United States Federal Reserve System;

(4) a clearing corporation within the meaning of the New York Uniform
Commercial Code; and

(5) a clearing agency registered under the provisions of Section 17A
of the Securities Exchange Act.

188

DTC has further advised us that:

(1) DTC holds securities that its direct participants deposit with DTC
and facilitates the settlement among direct participants of securities
transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in direct participants'
accounts, thereby eliminating the need for physical movement of securities
certificates;

(2) direct participants include securities brokers and dealers, trust
companies, clearing corporations and other organizations;

(3) DTC is owned by a number of its direct participants and by the New
York Stock Exchange, Inc., the American Stock Exchange LLC and the National
Association of Securities Dealers, Inc.;

(4) access to the DTC system is also available to indirect
participants such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a
direct participant, either directly or indirectly; and

(5) the rules applicable to DTC and its direct and indirect
participants are on file with the SEC.

Although the DTC has agreed to the procedures described above in order to
facilitate transfers of interests in global securities among participants of the
DTC, it is under no obligation to perform these procedures, and the procedures
may be discontinued at any time. None of the issuers, the trustee, any agent of
the issuers or the initial purchasers will have any responsibility for the
performance by the DTC or its participants or indirect participants of their
respective obligations under the rules and procedures governing their
operations, including maintaining, supervising or reviewing the records relating
to, payments made on account of, or beneficial ownership interests in, global
notes.

According to DTC, the foregoing information with respect to DTC has been
provided to its participants and other members of the financial community for
informational purposes only and is not intended to serve as a representation,
warranty or contract modification of any kind. We have provided the foregoing
descriptions of the operations and procedures of DTC solely as a matter of
convenience. DTC's operations and procedures are solely within DTC's control and
are subject to change by DTC from time to time. Neither we, the initial
purchasers nor the trustee take any responsibility for these operations or
procedures, and you are urged to contact DTC or its participants directly to
discuss these matters.

EXCHANGE OF BOOK-ENTRY NOTES FOR CERTIFICATED NOTES

Notes represented by a global security are exchangeable for certificated
notes only if:

(1) the DTC notifies the issuers that it is unwilling or unable to
continue as depository or if the DTC ceases to be a registered clearing
agency, and a successor depository is not appointed by the issuers within
90 days;

(2) the issuers determine not to require all of the notes to be
represented by a global security and notifies the trustee of its decision;
or

(3) an Event of Default or an event which, with the giving of notice
or lapse of time, or both, would constitute an Event of Default relating to
the notes represented by the global security has occurred and is
continuing.

189

Any global security that is exchangeable for certificated notes in
accordance with the preceding sentence will be transferred to, and registered
and exchanged for, certificated notes in authorized denominations and registered
in the names as the DTC or its nominee may direct. However, a global security is
only exchangeable for a global security of like denomination to be registered in
the name of the DTC or its nominee. If a global security becomes exchangeable
for certificated notes:

(1) certificated notes will be issued only in fully registered form in
denominations of $1,000 or integral multiples of $1,000;

(2) payment of principal, premium, if any, and interest on the
certificated notes will be payable, and the transfer of the certificated
notes will be registrable, at the office or agency of the issuers
maintained for these purposes; and

(3) no service charge will be made for any issuance of the
certificated notes, although the issuers may require payment of a sum
sufficient to cover any tax or governmental charge imposed in connection
with the issuance.

CERTAIN DEFINITIONS

This section sets forth certain defined terms used in the Indentures.
Reference is made to the Indentures for a full disclosure of all such terms, as
well as any other capitalized terms used herein for which no definition is
provided.

"ACCRETED VALUE" is defined to mean, for any specified date, the amount
calculated pursuant to (1), (2), (3) or (4) for each $1,000 of principal amount
at maturity of the senior discount notes:

(1) if the specified date occurs on one or more of the following dates
(each a "Semi-Annual Accrual Date") the Accreted Value will equal the
amount set forth below for such Semi-Annual Accrual Date:

SEMI-ANNUAL ACCRETED
ACCRUAL DATE VALUE
- ------------ ---------

Issue Date................................... $ 554.93
July 15, 2002................................ 588.76
January 15, 2003............................. 624.46
July 15, 2003................................ 662.31
January 15, 2004............................. 702.47
July 15, 2004................................ 745.05
January 15, 2005............................. 790.22
July 15, 2005................................ 838.13
January 15, 2006............................. 888.94
July 15, 2006................................ 942.84
January 15, 2007............................. $1,000.00

(2) if the specified date occurs before the first Semi-Annual Accrual
Date, the Accreted Value will equal the sum of

(a) $554.93 and

(b) an amount equal to the product of

190

(x) the Accreted Value for the first Semi-Annual Accrual Date
less $554.93 multiplied by

(y) a fraction, the numerator of which is the number of days
from the Issue Date to the specified date, using a 360-day
year of twelve 30-day months, and the denominator of which
is the number of days elapsed from the Issue Date to the
first Semi-Annual Accrual Date, using a 360-day year of
twelve 30-day months;

(3) if the specified date occurs between two Semi-Annual Accrual
Dates, the Accreted Value will equal the sum of

(a) the Accreted Value for the Semi-Annual Accrual Date immediately
preceding such specified date and

(b) an amount equal to the product of

(x) the Accreted Value for the immediately following Semi-Annual
Accrual Date less the Accreted Value for the immediately
preceding Semi-Annual Accrual Date multiplied by

(y) a fraction, the numerator of which is the number of days
from the immediately preceding Semi-Annual Accrual Date to
the specified date, using a 360-day year of twelve 30-day
months, and the denominator of which is 180, or;

(4) if the specified date occurs after the last Semi-Annual Accrual
Date, the Accreted Value will equal $1,000.

"ACQUIRED DEBT" means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other
Person is merged with or into or became a Subsidiary of such specified
Person, whether or not such Indebtedness is incurred in connection with, or
in contemplation of, such other Person merging with or into, or becoming a
Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by
such specified Person.

"AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise, provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.

"ASSET ACQUISITION" means

(1) an Investment by Charter Holdings or any of its Restricted
Subsidiaries in any other Person pursuant to which such Person shall become
a Restricted Subsidiary of Charter Holdings or any of its Restricted
Subsidiaries or shall be merged with or into Charter Holdings or any of its
Restricted Subsidiaries, or

191

(2) the acquisition by Charter Holdings or any of its Restricted
Subsidiaries of the assets of any Person which constitute all or
substantially all of the assets of such Person, any division or line of
business of such Person or any other properties or assets of such Person
other than in the ordinary course of business.

"ASSET SALE" means:

(1) the sale, lease, conveyance or other disposition of any assets or
rights, other than sales of inventory in the ordinary course of business
consistent with past practices, provided that the sale, conveyance or other
disposition of all or substantially all of the assets of Charter Holdings
and its Restricted Subsidiaries, taken as a whole, will be governed by the
provisions of the Indentures described above under the caption
"-- Repurchase at the Option of Holders -- Change of Control" and/or the
provisions described above under the caption "-- Certain
Covenants -- Merger, Consolidation, or Sale of Assets" and not by the
provisions of the Asset Sale covenant; and

(2) the issuance of Equity Interests by any of Charter Holdings'
Restricted Subsidiaries or the sale of Equity Interests in any of Charter
Holdings' Restricted Subsidiaries.

Notwithstanding the preceding, the following items shall not be deemed to
be Asset Sales:

(1) any single transaction or series of related transactions that:

(a) involves assets having a fair market value of less than $100
million; or

(b) results in net proceeds to Charter Holdings and its Restricted
Subsidiaries of less than $100 million;

(2) a transfer of assets between or among Charter Holdings and its
Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Wholly Owned Restricted
Subsidiary of Charter Holdings to Charter Holdings or to another Wholly
Owned Restricted Subsidiary of Charter Holdings;

(4) a Restricted Payment that is permitted by the covenant described
above under the caption "-- Certain Covenants -- Restricted Payments" and a
Restricted Investment that is permitted by the covenant described above
under the caption "-- Certain Covenants -- Investments"; and

(5) the incurrence of Permitted Liens and the disposition of assets
related to such Permitted Liens by the secured party pursuant to a
foreclosure.

"ATTRIBUTABLE DEBT" in respect of a sale and leaseback transaction means,
at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has
been extended or may, at the option of the lessee, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

"BENEFICIAL OWNER" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as such term is used in Section 13(d)(3)
of the Exchange Act) such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire, whether such
right is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition.

192

"CABLE RELATED BUSINESS" means the business of owning cable television
systems and businesses ancillary, complementary and related thereto.

"CAPITAL LEASE OBLIGATION" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at that time be required to be capitalized on a balance sheet in accordance with
GAAP.

"CAPITAL STOCK" means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;

(3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and

(4) any other interest (other than any debt obligation) or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.

"CAPITAL STOCK SALE PROCEEDS" means the aggregate net cash proceeds
(including the fair market value of the non-cash proceeds, as determined by an
independent appraisal firm) received by Charter Holdings since March 17, 1999

(x) as a contribution to the common equity capital or from the issue
or sale of Equity Interests of Charter Holdings (other than Disqualified
Stock) or

(y) from the issue or sale of convertible or exchangeable Disqualified
Stock or convertible or exchangeable debt securities of Charter Holdings
that have been converted into or exchanged for such Equity Interests (other
than Equity Interests (or Disqualified Stock or debt securities) sold to a
Subsidiary of Charter Holdings).

"CASH EQUIVALENTS" means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by
the United States government or any agency or instrumentality thereof
(provided that the full faith and credit of the United States is pledged in
support thereof) having maturities of not more than twelve months from the
date of acquisition;

(3) certificates of deposit and Eurodollar time deposits with
maturities of twelve months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case, with any domestic commercial bank having combined
capital and surplus in excess of $500 million and a Thompson Bank Watch
Rating at the time of acquisition of "B" or better;

(4) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (2) and (3) above
entered into with any financial institution meeting the qualifications
specified in clause (3) above;

(5) commercial paper having a rating of at least "P-1" from Moody's or
at least "A-1" from S&P and in each case maturing within twelve months
after the date of acquisition;

193

(6) corporate debt obligations maturing within twelve months after the
date of acquisition thereof, rated at the time of acquisition at least
"Aaa" or "P-1" by Moody's or "AAA" or "A-1" by S&P;

(7) auction-rate preferred stocks of any corporation maturing not
later than 45 days after the date of acquisition thereof, rated at the time
of acquisition at least "Aaa" by Moody's or "AAA" by S&P;

(8) securities issued by any state, commonwealth or territory of the
United States, or by any political subdivision or taxing authority thereof,
maturing not later than six months after the date of acquisition thereof,
rated at the time of acquisition at least "A" by Moody's or S&P; and

(9) money market or mutual funds at least 90% of the assets of which
constitute Cash Equivalents of the kinds described in clauses (1) through
(8) of this definition.

"CHANGE OF CONTROL" means the occurrence of any of the following:

(1) the sale, transfer, conveyance or other disposition (other than by
way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the assets of Charter Holdings
and its Subsidiaries, taken as a whole, or of a Parent and its
Subsidiaries, taken as a whole, to any "person" (as such term is used in
Section 13(d)(3) of the Exchange Act) other than Paul G. Allen or a Related
Party;

(2) the adoption of a plan relating to the liquidation or dissolution
of Charter Holdings or a Parent;

(3) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" (as defined above) other than Paul G. Allen and Related Parties
becomes the Beneficial Owner, directly or indirectly, of more than 35% of
the Voting Stock of Charter Holdings or a Parent, measured by voting power
rather than the number of shares, unless Paul G. Allen or a Related Party
Beneficially Owns, directly or indirectly, a greater percentage of Voting
Stock of Charter Holdings or such Parent, as the case may be, measured by
voting power rather than the number of shares, than such person;

(4) after the Issue Date, the first day on which a majority of the
members of the board of directors of Charter Holdings or a Parent are not
Continuing Directors; or

(5) Charter Holdings or a Parent consolidates with, or merges with or
into, any Person, or any Person consolidates with, or merges with or into,
Charter Holdings or a Parent, in any such event pursuant to a transaction
in which any of the outstanding Voting Stock of Charter Holdings or such
Parent is converted into or exchanged for cash, securities or other
property, other than any such transaction where the Voting Stock of Charter
Holdings or such Parent outstanding immediately prior to such transaction
is converted into or exchanged for Voting Stock (other than Disqualified
Stock) of the surviving or transferee Person constituting a majority of the
outstanding shares of such Voting Stock of such surviving or transferee
Person immediately after giving effect to such issuance.

"CONSOLIDATED EBITDA" means with respect to any Person, for any period, the
net income of such Person and its Restricted Subsidiaries for such period plus,
to the extent such amount was deducted in calculating such net income:

(1) Consolidated Interest Expense;

(2) income taxes;

194

(3) depreciation expense;

(4) amortization expense;

(5) all other non-cash items, extraordinary items, nonrecurring and
unusual items and the cumulative effects of changes in accounting
principles reducing such net income, less all non-cash items, extraordinary
items, nonrecurring and unusual items and cumulative effects of changes in
accounting principles increasing such net income, all as determined on a
consolidated basis for such Person and its Restricted Subsidiaries in
conformity with GAAP;

(6) amounts actually paid during such period pursuant to a deferred
compensation plan; and

(7) for purposes of the covenant described under the caption
"-- Certain Covenants -- Incurrence of Indebtedness and Issuance of
Preferred Stock" only, Management Fees;

provided that Consolidated EBITDA shall not include:

(x) the net income (or net loss) of any Person that is not a
Restricted Subsidiary ("Other Person"), except

(i) with respect to net income, to the extent of the amount of
dividends or other distributions actually paid to such Person or any
of its Restricted Subsidiaries by such Other Person during such
period and

(ii) with respect to net losses, to the extent of the amount of
investments made by such Person or any Restricted Subsidiary of such
Person in such Other Person during such period;

(y) solely for the purposes of calculating the amount of Restricted
Payments that may be made pursuant to clause (3) of the covenant
described under the caption "-- Certain Covenants -- Restricted
Payments" (and in such case, except to the extent includable pursuant to
clause (x) above) the net income (or net loss) of any Other Person
accrued prior to the date it becomes a Restricted Subsidiary or is
merged into or consolidated with such Person or any Restricted
Subsidiaries or all or substantially all of the property and assets of
such Other Person are acquired by such Person or any of its Restricted
Subsidiaries; and

(z) the net income of any Restricted Subsidiary of Charter Holdings
to the extent that the declaration or payment of dividends or similar
distributions by such Restricted Subsidiary of such net income is not at
the time permitted by the operation of the terms of such Restricted
Subsidiary's charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to such
Restricted Subsidiary (other than any agreement or instrument evidencing
Indebtedness or Preferred Stock (i) outstanding on the Issue Date, or
(ii) incurred or issued thereafter in compliance with the covenant
described under the caption "-- Certain Covenants -- Incurrence of
Indebtedness and Issuance of Preferred Stock", provided that (a) the
terms of any such agreement or instrument restricting the declaration
and payment of dividends or similar distributions apply only in the
event of a default with respect to a financial covenant or a covenant
relating to payment (beyond any applicable period of grace) contained in
such agreement or instrument, (b) such terms are determined by such
Person to be customary in comparable financings and (c) such
restrictions are determined by Charter Holdings not to materially affect
the issuers' ability to make principal or interest payments on the notes
when due).

195

"CONSOLIDATED INDEBTEDNESS" means, with respect to any Person as of any
date of determination, the sum, without duplication, of:

(1) the total amount of outstanding Indebtedness of such Person and
its Restricted Subsidiaries, plus

(2) the total amount of Indebtedness of any other Person, that has
been Guaranteed by the referent Person or one or more of its Restricted
Subsidiaries, plus

(3) the aggregate liquidation value of all Disqualified Stock of such
Person and all Preferred Stock of Restricted Subsidiaries of such Person,
in each case, determined on a consolidated basis in accordance with GAAP.

"CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for any
period, without duplication, the sum of:

(1) the consolidated interest expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued
(including, without limitation, amortization or original issue discount,
non-cash interest payments, the interest component of any deferred payment
obligations, the interest component of all payments associated with Capital
Lease Obligations, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers' acceptance financings,
and net payments (if any) pursuant to Hedging Obligations); and

(2) the consolidated interest expense of such Person and its
Restricted Subsidiaries that was capitalized during such period; and

(3) any interest expense on Indebtedness of another Person that is
guaranteed by such Person or one of its Restricted Subsidiaries or secured
by a Lien on assets of such Person or one of its Restricted Subsidiaries
(whether or not such Guarantee or Lien is called upon);

excluding, however, any amount of such interest of any Restricted Subsidiary of
the referent Person if the net income of such Restricted Subsidiary is excluded
in the calculation of Consolidated EBITDA pursuant to clause (z) of the
definition thereof (but only in the same proportion as the net income of such
Restricted Subsidiary is excluded from the calculation of Consolidated EBITDA
pursuant to clause (z) of the definition thereof), in each case, on a
consolidated basis and in accordance with GAAP.

"CONTINUING DIRECTORS" means, as of any date of determination, any member
of the board of directors of Charter Holdings or a Parent who:

(1) was a member of such board of directors on the Issue Date; or

(2) was nominated for election or elected to such board of directors
with the approval of a majority of the Continuing Directors who were
members of such board of directors at the time of such nomination or
election or whose election or appointment was previously so approved.

"CREDIT FACILITIES" means, with respect to Charter Holdings and/or its
Restricted Subsidiaries, one or more debt facilities or commercial paper
facilities, in each case with banks or other institutional lenders providing for
revolving credit loans, term loans, receivables financing (including through the
sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit, in each
case, as amended, restated, modified, renewed, refunded, replaced or refinanced
in whole or in part from time to time.

196

"DEFAULT" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

"DISPOSITION" means, with respect to any Person, any merger, consolidation
or other business combination involving such Person (whether or not such Person
is the surviving Person) or the sale, assignment, or transfer, lease conveyance
or other disposition of all or substantially all of such Person's assets or
Capital Stock.

"DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof) or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require Charter Holdings to repurchase such
Capital Stock upon the occurrence of a change of control or an asset sale shall
not constitute Disqualified Stock if the terms of such Capital Stock provide
that Charter Holdings may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with
the covenant described above under the caption "-- Certain Covenants --
Restricted Payments."

"EQUITY INTERESTS" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

"EQUITY OFFERING" means any private or underwritten public offering of
Qualified Capital Stock of Charter Holdings or a Parent of which the gross
proceeds (x) to Charter Holdings or (y) received by Charter Holdings as a
capital contribution from such Parent, as the case may be, are at least $25
million.

"EXISTING INDEBTEDNESS" means Indebtedness of Charter Holdings and its
Restricted Subsidiaries in existence on the Issue Date, until such amounts are
repaid.

"FULL ACCRETION DATE" means January 15, 2007, the first date on which the
Accreted Value of the senior discount notes has accreted to an amount equal to
the principal amount at maturity of the senior discount notes.

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the Issue Date.

"GUARANTEE" or "GUARANTEE" means a guarantee other than by endorsement of
negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness, measured as the lesser of the
aggregate outstanding amount of the Indebtedness so guaranteed and the face
amount of the guarantee.

"HEDGING OBLIGATIONS" means, with respect to any Person, the obligations of
such Person under:

(1) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements;

197

(2) interest rate option agreements, foreign currency exchange
agreements, foreign currency swap agreements; and

(3) other agreements or arrangements designed to protect such Person
against fluctuations in interest and currency exchange rates.

"HELICON PREFERRED STOCK" means the preferred limited liability company
interest of Charter-Helicon LLC with an aggregate liquidation value of $25
million outstanding on the Issue Date.

"INDEBTEDNESS" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker's acceptances;

(4) representing Capital Lease Obligations;

(5) in respect of the balance deferred and unpaid of the purchase
price of any property, except any such balance that constitutes an accrued
expense or trade payable; or

(6) representing the notional amount of any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the guarantee
by such Person of any indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date shall be:

(1) the accreted value thereof, in the case of any Indebtedness issued
with original issue discount; and

(2) the principal amount thereof, together with any interest thereon
that is more than 30 days past due, in the case of any other Indebtedness.

"INVESTMENT GRADE RATING" means a rating equal to or higher than Baa3 (or
the equivalent) by Moody's and BBB- (or the equivalent) by S&P.

"INVESTMENTS" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business) and
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.

"ISSUE DATE" means, with respect to the eight-year senior notes and the
ten-year senior notes, May 15, 2001 and, with respect to the senior discount
notes, January 14, 2002.

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"LEVERAGE RATIO" means, as of any date, the ratio of:

(1) the Consolidated Indebtedness of Charter Holdings on such date to

(2) the aggregate amount of Consolidated EBITDA for Charter Holdings
for the most recently ended fiscal quarter for which internal financial
statements are available multiplied by four (the "Reference Period").

In addition to the foregoing, for purposes of this definition,
"Consolidated EBITDA" shall be calculated on a pro forma basis after giving
effect to

(1) the issuance of the notes;

(2) the incurrence of the Indebtedness or the issuance of the
Disqualified Stock or other Preferred Stock of a Restricted Subsidiary (and
the application of the proceeds therefrom) giving rise to the need to make
such calculation and any incurrence or issuance (and the application of the
proceeds therefrom) or repayment of other Indebtedness or Disqualified
Stock or other Preferred Stock of a Restricted Subsidiary, other than the
incurrence or repayment of Indebtedness for ordinary working capital
purposes, at any time subsequent to the beginning of the Reference Period
and on or prior to the date of determination, as if such incurrence (and
the application of the proceeds thereof), or the repayment, as the case may
be, occurred on the first day of the Reference Period; and

(3) any Dispositions or Asset Acquisitions (including, without
limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of such Person or one of its Restricted
Subsidiaries (including any person that becomes a Restricted Subsidiary as
a result of such Asset Acquisition) incurring, assuming or otherwise
becoming liable for or issuing Indebtedness, Disqualified Stock or
Preferred Stock) made on or subsequent to the first day of the Reference
Period and on or prior to the date of determination, as if such Disposition
or Asset Acquisition (including the incurrence, assumption or liability for
any such Indebtedness, Disqualified Stock or Preferred Stock and also
including any Consolidated EBITDA associated with such Asset Acquisition,
including any cost savings adjustments in compliance with Regulation S-X
promulgated by the Securities and Exchange Commission) had occurred on the
first day of the Reference Period.

"LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

"MANAGEMENT FEES" means the fees payable to Charter Communications, Inc.
pursuant to the management agreements between Charter Communications, Inc. and
Charter Communications Operating, LLC and between Charter Communications, Inc.
and Restricted Subsidiaries of Charter Holdings and pursuant to the limited
liability company agreements of certain Restricted Subsidiaries, as such
management or limited liability company agreements exist on the Issue Date (or
if later, on the date any new Restricted Subsidiary is acquired or created),
including any amendment or replacement thereof, provided that any such amendment
or replacement is not more disadvantageous to the holders of the notes in any
material respect from such management or limited liability company agreements
existing on the Issue Date.

"MOODY'S" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.

199

"NET PROCEEDS" means the aggregate cash proceeds received by Charter
Holdings or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result thereof or taxes paid or payable as a
result thereof (including amounts distributable in respect of owners', partners'
or members' tax liabilities resulting from such sale), in each case after taking
into account any available tax credits or deductions and any tax sharing
arrangements and amounts required to be applied to the repayment of
Indebtedness.

"NON-RECOURSE DEBT" means Indebtedness:

(1) as to which neither Charter Holdings nor any of its Restricted
Subsidiaries

(a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness);

(b) is directly or indirectly liable as a guarantor or otherwise;
or

(2) no default with respect to which (including any rights that the
holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit upon notice, lapse of time or both any holder of
any other Indebtedness (other than the notes) of Charter Holdings or any of
its Restricted Subsidiaries to declare a default on such other Indebtedness
or cause the payment thereof to be accelerated or payable prior to its
stated maturity; and

(3) as to which the lenders have been notified in writing that they
will not have any recourse to the Capital Stock or assets of Charter
Holdings or any of its Restricted Subsidiaries.

"PARENT" means Charter Communications, Inc. and/or Charter Communications
Holding Company, LLC, as applicable, and any successor Person or any Person
succeeding to the direct or indirect ownership of Charter Holdings.

"PERMITTED INVESTMENTS" means:

(1) any Investment by Charter Holdings in a Restricted Subsidiary of
Charter Holdings or any Investment by a Restricted Subsidiary of Charter
Holdings in Charter Holdings;

(2) any Investment in Cash Equivalents;

(3) any Investment by Charter Holdings or any Restricted Subsidiary of
Charter Holdings in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of Charter
Holdings; or

(b) such Person is merged, consolidated or amalgamated with or
into, or transfers or conveys substantially all of its assets to, or is
liquidated into, Charter Holdings or a Restricted Subsidiary of Charter
Holdings;

(4) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in
compliance with the covenant described above under the caption
"-- Repurchase at the Option of Holders -- Asset Sales";

200

(5) any Investment made out of the net cash proceeds of the issue and
sale since March 17, 1999 (other than to a Subsidiary of Charter Holdings)
of Equity Interests (other than Disqualified Stock) of Charter Holdings to
the extent that

(a) such net cash proceeds have not been applied to make a
Restricted Payment or to effect other transactions pursuant to the
covenant described above under the caption "-- Certain
Covenants -- Restricted Payments," or

(b) such net cash proceeds have not been used to incur Indebtedness
pursuant to clause (10) of the covenant described above under the
caption "-- Certain Covenants -- Incurrence of Indebtedness and Issuance
of Preferred Stock";

(6) Investments in Productive Assets having an aggregate fair market
value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with all
other Investments in Productive Assets made by Charter Holdings and its
Restricted Subsidiaries pursuant to this clause (6) since March 17, 1999,
not to exceed $150 million, provided that either Charter Holdings or any of
its Restricted Subsidiaries, after giving effect to such Investments, will
own at least 20% of the Voting Stock of any Person in which any such
Investment is made;

(7) other Investments in any Person having an aggregate fair market
value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with all
other Investments in any Person made by Charter Holdings and its Restricted
Subsidiaries pursuant to this clause (7) since March 17, 1999, not to
exceed $50 million; and

(8) Investments in customers and suppliers in the ordinary course of
business which either

(a) generate accounts receivable, or

(b) are accepted in settlement of bona fide disputes.

"PERMITTED LIENS" means:

(1) Liens on the assets of Charter Holdings securing Indebtedness and
other Obligations under clause (1) of the covenant described under the
caption "-- Certain Covenants -- Incurrence of Indebtedness and Issuance of
Preferred Stock";

(2) Liens in favor of Charter Holdings;

(3) Liens on property of a Person existing at the time such Person is
merged with or into or consolidated with Charter Holdings, provided that
such Liens were in existence prior to the contemplation of such merger or
consolidation and do not extend to any assets other than those of the
Person merged into or consolidated with Charter Holdings;

(4) Liens on property existing at the time of acquisition thereof by
Charter Holdings, provided that such Liens were in existence prior to the
contemplation of such acquisition;

(5) Liens to secure the performance of statutory obligations, surety
or appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business;

(6) purchase money mortgages or other purchase money liens (including
without limitation any Capitalized Lease Obligations) incurred by Charter
Holdings upon any fixed or capital assets acquired after the Issue Date or
purchase money mortgages (including without limitation

201

Capitalized Lease Obligations) on any such assets, whether or not assumed,
existing at the time of acquisition of such assets, whether or not assumed,
so long as

(a) such mortgage or lien does not extend to or cover any of the
assets of Charter Holdings, except the asset so developed, constructed,
or acquired, and directly related assets such as enhancements and
modifications thereto, substitutions, replacements, proceeds (including
insurance proceeds), products, rents and profits thereof, and

(b) such mortgage or lien secures the obligation to pay the
purchase price of such asset, interest thereon and other charges, costs
and expenses (including, without limitation, the cost of design,
development, construction, acquisition, transportation, installation,
improvement, and migration) and is incurred in connection therewith (or
the obligation under such Capitalized Lease Obligation) only;

(7) Liens existing on the Issue Date (other than in connection with
the Credit Facilities);

(8) Liens for taxes, assessments or governmental charges or claims
that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded,
provided that any reserve or other appropriate provision as shall be
required in conformity with GAAP shall have been made therefor;

(9) statutory and common law Liens of landlords and carriers,
warehousemen, mechanics, suppliers, materialmen, repairmen or other similar
Liens arising in the ordinary course of business and with respect to
amounts not yet delinquent or being contested in good faith by appropriate
legal proceedings promptly instituted and diligently conducted and for
which a reserve or other appropriate provision, if any, as shall be
required in conformity with GAAP shall have been made;

(10) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance
and other types of social security;

(11) Liens incurred or deposits made to secure the performance of
tenders, bids, leases, statutory or regulatory obligation, bankers'
acceptance, surety and appeal bonds, government contracts, performance and
return-of-money bonds and other obligations of a similar nature incurred in
the ordinary course of business (exclusive of obligations for the payment
of borrowed money);

(12) easements, rights-of-way, municipal and zoning ordinances and
similar charges, encumbrances, title defects or other irregularities that
do not materially interfere with the ordinary course of business of Charter
Holdings or any of its Restricted Subsidiaries;

(13) Liens of franchisors or other regulatory bodies arising in the
ordinary course of business;

(14) Liens arising from filing Uniform Commercial Code financing
statements regarding leases or other Uniform Commercial Code financing
statements for precautionary purposes relating to arrangements not
constituting Indebtedness;

(15) Liens arising from the rendering of a final judgment or order
against Charter Holdings or any of its Restricted Subsidiaries that does
not give rise to an Event of Default;

(16) Liens securing reimbursement obligations with respect to letters
of credit that encumber documents and other property relating to such
letters of credit and the products and proceeds thereof;

202

(17) Liens encumbering customary initial deposits and margin deposits,
and other Liens that are within the general parameters customary in the
industry and incurred in the ordinary course of business, in each case,
securing Indebtedness under Hedging Obligations and forward contracts,
options, future contracts, future options or similar agreements or
arrangements designed solely to protect Charter Holdings or any of its
Restricted Subsidiaries from fluctuations in interest rates, currencies or
the price of commodities;

(18) Liens consisting of any interest or title of licensor in the
property subject to a license;

(19) Liens on the Capital Stock of Unrestricted Subsidiaries;

(20) Liens arising from sales or other transfers of accounts
receivable which are past due or otherwise doubtful of collection in the
ordinary course of business;

(21) Liens incurred in the ordinary course of business of Charter
Holdings, with respect to obligations which in the aggregate do not exceed
$50 million at any one time outstanding;

(22) Liens in favor of the trustee arising under the provisions in the
Indentures under the subheading "-- Compensation and Indemnity"; and

(23) Liens in favor of the trustee for its benefit and the benefit of
holders of the notes, as their respective interests appear.

"PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of Charter
Holdings or any of its Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund, other Indebtedness of Charter Holdings or any of its Restricted
Subsidiaries (other than intercompany Indebtedness), provided that unless
permitted otherwise by the Indentures, no Indebtedness of Charter Holdings or
any of its Restricted Subsidiaries may be issued in exchange for, nor may the
net proceeds of Indebtedness be used to extend, refinance, renew, replace,
defease or refund, Indebtedness of Charter Holdings or any of its Restricted
Subsidiaries, provided further that:

(1) the principal amount (or accreted value, if applicable) of such
Permitted Refinancing Indebtedness does not exceed the principal amount of
(or accreted value, if applicable) plus accrued interest and premium, if
any, on the Indebtedness so extended, refinanced, renewed, replaced,
defeased or refunded (plus the amount of reasonable expenses incurred in
connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date
later than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of,
the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded;

(3) if the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded is subordinated in right of payment to the notes, such
Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and is subordinated in right of payment to, the
notes on terms at least as favorable to the holders of notes as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and

(4) such Indebtedness is incurred either by Charter Holdings or by any
of its Restricted Subsidiaries who is the obligor on the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded.

203

"PERSON" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint stock company, trust,
unincorporated organization, government or agency or political subdivision
thereof or any other entity.

"PREFERRED STOCK," as applied to the Capital Stock of any Person, means
Capital Stock of any class or classes (however designated) which by its terms is
preferred in right of payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over shares of Capital Stock of any other class of such Person.

"PRODUCTIVE ASSETS" means assets (including assets of a referent Person
owned directly or indirectly through ownership of Capital Stock) of a kind used
or useful in the Cable Related Business.

"QUALIFIED CAPITAL STOCK" means any Capital Stock that is not Disqualified
Stock.

"RATING AGENCIES" means Moody's and S&P.

"RELATED PARTY" means: (1) the spouse or an immediate family member, estate
or heir of Paul G. Allen; or (2) any trust, corporation, partnership or other
entity, the beneficiaries, stockholders, partners, owners or Persons
beneficially holding an 80% or more controlling interest of which consist of
Paul G. Allen and/or such other Persons referred to in the immediately preceding
clause (1).

"RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

"RESTRICTED SUBSIDIARY" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

"S&P" means Standard & Poor's Ratings Service, a division of the
McGraw-Hill Companies, Inc. or any successor to the rating agency business
thereof.

"SIGNIFICANT SUBSIDIARY" means any Restricted Subsidiary of Charter
Holdings which is a "Significant Subsidiary" as defined in Rule 1-02(w) of
Regulation S-X under the Securities Act of 1933.

"STATED MATURITY" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness on the Issue Date, or, if none, the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

"SUBSIDIARY" means, with respect to any Person:

(1) any corporation, association or other business entity of which at
least 50% of the total voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the
other Subsidiaries of that Person (or a combination thereof) and, in the
case of any such entity of which 50% of the total voting power of shares of
Capital Stock is so owned or controlled by such Person or one or more of
the other Subsidiaries of such Person, such Person and its Subsidiaries
also have the right to control the management of such entity pursuant to
contract or otherwise; and

(2) any partnership

204

(a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person, or

(b) the only general partners of which are such Person or of one or
more Subsidiaries of such Person (or any combination thereof).

"UNRESTRICTED SUBSIDIARY" means any Subsidiary of Charter Holdings that is
designated by the board of directors of Charter Holdings as an Unrestricted
Subsidiary pursuant to a board resolution, but only to the extent that such
Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) is not party to any agreement, contract, arrangement or
understanding with Charter Holdings or any Restricted Subsidiary of Charter
Holdings unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to Charter Holdings or any Restricted
Subsidiary than those that might be obtained at the time from Persons who
are not Affiliates of Charter Holdings unless such terms constitute
Investments permitted by the covenant described above under the caption
"-- Certain Covenants -- Investments";

(3) is a Person with respect to which neither Charter Holdings nor any
of its Restricted Subsidiaries has any direct or indirect obligation;

(a) to subscribe for additional Equity Interests or

(b) to maintain or preserve such Person's financial condition or to
cause such Person to achieve any specified levels of operating results;

(4) has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of Charter Holdings or any of its
Restricted Subsidiaries; and

(5) has at least one director on its board of directors that is not a
director or executive officer of Charter Holdings or any of its Restricted
Subsidiaries or has at least one executive officer that is not a director
or executive officer of Charter Holdings or any of its Restricted
Subsidiaries.

Any designation of a Subsidiary of Charter Holdings as an Unrestricted
Subsidiary shall be evidenced to the trustee by filing with the trustee a
certified copy of the board resolution of Charter Holdings giving effect to such
designation and an officers' certificate certifying that such designation
complied with the preceding conditions and was permitted by the covenant
described above under the caption "-- Certain Covenants -- Investments." If, at
any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of the Indentures and any Indebtedness of
such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of
Charter Holdings as of such date and, if such Indebtedness is not permitted to
be incurred as of such date under the covenant described under the caption
"-- Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred
Stock," Charter Holdings shall be in default of such covenant. The board of
directors of Charter Holdings may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary, provided that such designation shall
be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of
Charter Holdings of any outstanding Indebtedness of such Unrestricted Subsidiary
and such designation shall only be permitted if:

(1) such Indebtedness is permitted under the covenant described under
the caption "-- Certain Covenants -- Incurrence of Indebtedness and
Issuance of Preferred Stock,"

205

calculated on a pro forma basis as if such designation had occurred at the
beginning of the four-quarter reference period; and

(2) no Default or Event of Default would be in existence following
such designation.

"VOTING STOCK" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the board of
directors of such Person.

"WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying

(a) the amount of each then remaining installment, sinking fund,
serial maturity or other required payments of principal, including
payment at final maturity, in respect thereof, by

(b) the number of years (calculated to the nearest one-twelfth)
that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

"WHOLLY OWNED RESTRICTED SUBSIDIARY" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person and/or by one or more Wholly Owned Restricted
Subsidiaries of such Person.

206

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

GENERAL

The following is a general discussion of the material United States federal
income and estate tax consequences of the purchase, ownership and disposition of
the notes by an investor who acquires notes pursuant to this exchange offer.

As used herein, a "U.S. Holder" is a beneficial owner of a note who is for
United States federal income tax purposes

(i) an individual who is a citizen or resident of the United States,

(ii) a corporation created in or organized under the laws of the
United States or any state or political subdivision thereof,

(iii) an estate the income of which is subject to United States
federal income taxation regardless of its source,

(iv) a trust if

(A) the administration of the trust is subject to the primary
supervision of a United States court and one or more United States
persons have the authority to control all substantial decisions of the
trust, or

(B) the trust was in existence on August 20, 1996, was treated as a
United States person under the Internal Revenue Code of 1986, as amended
(the "Code"), in effect immediately prior to such date and has made a
valid election to be treated as a United States person under the Code.

As used herein, a "Non-U.S. Holder" is a beneficial owner of a note that is
for United States federal income tax purposes, either a nonresident alien or a
corporation, estate or trust that is not a U.S. Holder.

If a partnership (including for this purpose any entity treated as a
partnership for United States federal income tax purposes) is a beneficial owner
of the notes, the treatment of a partner in the partnership will generally
depend upon the status of the partner and upon the activities of the
partnership. A holder of the notes that is a partnership and partners in such
partnership should consult their tax advisors about the United States federal
income tax consequences of the purchase, ownership, and disposition of the
notes.

This summary assumes that investors hold their notes as "capital assets"
under the Code, and does not discuss special situations, such as those of
broker-dealers, tax-exempt organizations, individual retirement accounts and
other tax deferred accounts, financial institutions, partnerships or other
passthrough entities, insurance companies, certain former citizens or former
long term residents of the United States, or persons holding notes as part of a
hedging or conversion transaction, a straddle, a constructive sale or synthetic
securities transactions or that have a functional currency other than the U.S.
dollar, all of whom may be subject to tax rules that differ significantly from
those summarized below. Furthermore, the discussion below is based upon the
provisions of the Code and regulations, rulings and judicial decisions
thereunder as of the date hereof, and such authorities may be repealed, revoked,
or modified, possibly with retroactive effect, so as to result in United States
federal income tax consequences different from those discussed below. In
addition, except as otherwise indicated, the following does not consider the
effect of any applicable foreign, state, local or other tax laws or estate or
gift tax considerations.

207

PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH
REGARD TO THE APPLICATION OF THE TAX CONSIDERATIONS DISCUSSED BELOW TO THEIR
PARTICULAR SITUATIONS, AS WELL AS THE APPLICATION OF ANY STATE, LOCAL, FOREIGN
OR OTHER TAX LAWS, OR SUBSEQUENT REVISIONS THEREOF.

EXCHANGE OFFER

Pursuant to the exchange offer, holders are entitled to exchange the
original notes for new notes that will be substantially identical in all
material respects to the original notes, except that the new notes will be
registered with the Securities and Exchange Commission and therefore will not be
subject to transfer restrictions. The exchange pursuant to the exchange offer as
described above will not result in a taxable exchange to the issuers or any
holder of a note. Accordingly,

(1) no gain or loss will be realized by a holder of an original note
upon receipt of a new note,

(2) the holding period of new notes will include the holding period of
the original notes exchanged therefor, and

(3) the adjusted tax basis of new notes will be the same as the
adjusted tax basis of the original notes exchanged therefor at the time of
the exchange.

UNITED STATES FEDERAL INCOME TAXATION OF U.S. HOLDERS

PAYMENTS OF INTEREST ON THE SENIOR NOTES. Interest on the eight-year
senior notes and ten-year senior notes will be taxable to a U.S. Holder as
ordinary income from domestic sources at the time it is paid or accrued in
accordance with the U.S. Holder's regular method of accounting for tax purposes.

ORIGINAL ISSUE DISCOUNT ON THE SENIOR DISCOUNT NOTES. The senior discount
notes were issued with original issue discount because their issue price was
substantially less than their stated principal amount at maturity. Each U.S.
Holder is required to include in income in each year, in advance of receipt of
the corresponding cash payments on such senior discount notes, original issue
discount income as described below.

The amount of original issue discount with respect to a senior discount
note is equal to the excess of its "stated redemption price at maturity" over
its "issue price." The issue price is the price at which a substantial amount of
the senior discount notes were initially sold to the public for money (excluding
any sales to a bond house, broker or similar person or organization acting in
the capacity of an underwriter, placement agent or wholesaler). The stated
redemption price at maturity of a senior discount note is the total of all
payments to be made on the senior discount note, including stated interest
payments.

A U.S. Holder of a senior discount note is required to include in gross
income for United States federal income tax purposes an amount equal to the sum
of the "daily portions," determined on a constant yield basis, of the original
issue discount for all days during the taxable year on which the holder holds
the senior discount note, less the daily portion of acquisition premium, if any
(see "United States Federal Income Taxation of U.S. Holders -- Amortizable Bond
Premium; Acquisition Premium"). The "daily portion" is determined by allocating
to each day during the taxable year in which the holder holds the senior
discount notes a pro rata portion of the original issue discount attributable to
the "accrual period" in which such day is included. Accrual periods with respect
to a senior discount note may vary in length over the term of the senior
discount note provided that no

208

accrual period is longer than one year and each scheduled payment of interest or
principal occurs on either the first or final day of an accrual period. The
amount of original issue discount attributable to each accrual period is equal
to the product of:

(1) the "adjusted issue price" at the beginning of such accrual period
and

(2) the "yield to maturity" of the instrument stated in a manner
appropriately taking into account the length of the accrual period.

The "yield to maturity" is the discount rate that, when used in computing
the present value of all payments to be made under the senior discount notes,
produces an amount equal to the issue price of the senior discount notes. The
"adjusted issue price" of a senior discount note at the beginning of an accrual
period is generally defined as the issue price plus the aggregate amount of
original issue discount that accrued in all prior accrual periods, less any cash
payments made on the senior discount note on or before the first day of the
accrual period. Accordingly, a U.S. Holder of a senior discount note is required
to include original issue discount in gross income for United States federal tax
purposes in advance of the receipt of cash attributable to such income. The
amount of original issue discount allocable to an initial short accrual period
may be computed using any reasonable method if all other accrual periods, other
than a final short accrual period, are of equal length. The amount of original
issue discount allocable to the final accrual period at maturity of a senior
discount note is the difference between the amount payable at the maturity of
the senior discount note and the senior discount note's adjusted issue price as
of the beginning of the final accrual period.

Payments on the senior discount notes (including principal and stated
interest payments) are not separately included in a U.S. Holder's income, but
rather are treated first as payments of accrued original issue discount to the
extent of such accrued original issue discount and the excess as payments of
principal, which reduce the U.S. Holder's adjusted tax basis in such senior
discount notes.

EFFECT OF OPTIONAL REDEMPTION ON ORIGINAL ISSUE DISCOUNT. In the event of
a Change of Control, the issuers will be required to offer to redeem all of the
notes, at redemption prices specified elsewhere herein. In the event that we
receive net proceeds from one or more Equity Offerings, the issuers may, at our
option, use all or a portion of such net proceeds to redeem in the aggregate up
to 35% of the aggregate principal amount at maturity of the ten-year senior
notes and up to 35% of the aggregate principal amount at maturity of the senior
discount notes at redemption prices specified elsewhere herein, provided that at
least 65% of the aggregate principal amount at maturity of the ten-year senior
notes and the senior discount notes, respectively, remains outstanding after
each such redemption. Computation of the yield and maturity of the notes is not
affected by such redemption rights and obligations if, based on all the facts
and circumstances as of the date of issuance, the stated payment schedule of the
notes (that does not reflect the Change of Control event or Equity Offering
event) is significantly more likely than not to occur. We have determined that,
based on all of the facts and circumstances as of the date of issuance, it is
significantly more likely than not that the notes will be paid according to
their stated schedule.

We may redeem the ten-year senior notes and the senior discount notes, in
whole or in part, at any time on or after May 15, 2006 and January 15, 2007,
respectively, at redemption prices specified elsewhere herein plus accrued and
unpaid stated interest, if any. The Treasury Regulations contain rules for
determining the "maturity date" and the stated redemption price at maturity of
an instrument that may be redeemed prior to its stated maturity date at the
option of the issuer. Under such Treasury Regulations, solely for the purposes
of the accrual of original issue discount, it is assumed that an issuer will
exercise any option to redeem a debt instrument only if such exercise would
lower the yield to maturity of the debt instrument. Because the exercise of such
options would

209

not lower the yield to maturity of the notes, we believe that we will not be
presumed under these rules to redeem the notes prior to their stated maturity.

U.S. Holders may wish to consult their own tax advisors regarding the
treatment of such contingencies.

APPLICABLE HIGH YIELD DISCOUNT OBLIGATIONS. The senior discount notes
constitute "applicable high yield discount obligations" ("AHYDOs") because they
have a yield to maturity that is at least five percentage points above 5.39
percent, the applicable federal rate at the time of the issuance, and were
issued with "significant original issue discount" for United States federal
income tax purposes. A senior discount note is treated as having significant
original issue discount because the aggregate amount that will be includable in
gross income with respect to such senior discount note for periods before the
close of any accrual period ending after January 15, 2007 exceeds the sum of (i)
the aggregate amount of interest to be paid in cash under the senior discount
note before the close of such accrual period and (ii) the product of the initial
issue price of such senior discount note and its yield to maturity.

Because the senior discount notes constitute AHYDOs, to the extent that the
senior discount notes are allocable to beneficial owners of Charter Holdings
that are C corporations, such as Charter Communications, Inc.,

(1) the "disqualified portion" of the original issue discount that
accrues on the senior discount notes may be treated as a dividend from such
C corporation (but only to the extent that a distribution from such
beneficial owner would otherwise be treated as a dividend) generally
eligible for the dividends received deduction in the case of corporate U.S.
Holders,

(2) the beneficial owners of Charter Holdings that are C corporations,
such as Charter Communications, Inc., are not entitled to deduct their
distributive share of the disqualified portion of original issue discount,
and

(3) the beneficial owners of Charter Holdings that are C corporations,
such as Charter Communications, Inc., are allowed to deduct the remainder
of their distributive share of original issue discount only when Charter
Holdings pays amounts attributable to such original issue discount in cash.

The disqualified portion of original issue discount is equal to the lesser
of the amount of original issue discount or the portion of the "total return"
with respect to the senior discount notes in excess of 11.39 percent. The total
return is the excess of all payments to be made with respect to a senior
discount note over its issue price.

SALE, REDEMPTION, RETIREMENT OR OTHER TAXABLE DISPOSITION OF THE
NOTES. Upon the sale, exchange, redemption, retirement or other taxable
disposition of a note, the holder will generally recognize gain or loss in an
amount equal to the difference between (i) the amount of cash and the fair
market value of other property received in exchange therefor and (ii) the
holder's adjusted tax basis in such note. Amounts attributable to accrued but
unpaid interest on the senior notes will be treated as ordinary interest income.
A holder's adjusted tax basis in a note is equal to the purchase price paid by
such holder for the note increased by the amount of any market discount and, in
the case of a senior discount note, by any original issue discount previously
included in income by such holder with respect to such note and decreased by the
amount of any amortizable bond premium applied to reduce interest on the notes
and, in the case of a senior discount note, by any payments received thereon.

Except as discussed below with respect to market discount, gain or loss
realized on the sale, exchange, retirement or other taxable disposition of a
note will be capital gain or loss and will be

210

long-term capital gain or loss if, at the time of sale, exchange, retirement, or
other taxable disposition, the note has been held for more than 12 months. The
maximum rate of tax on long-term capital gains with respect to notes held by an
individual is 20%. The deductibility of capital losses is subject to certain
limitations.

MARKET DISCOUNT. A U.S. Holder received a "market discount" if he/she

(1) purchased a senior note for an amount below the issue price, or

(2) purchased a senior discount note for an amount below the adjusted
issue price on the date of purchase (as determined in accordance with the
original issue discount rules above).

Under the market discount rules, a U.S. Holder is required to treat any
partial principal payment on, or any gain on the sale, exchange, retirement or
other disposition of, a note as ordinary income to the extent of the accrued
market discount that has not previously been included in income. In addition,
the U.S. Holder may be required to defer, until the maturity of the note or its
earlier disposition in a taxable transaction, the deduction of a portion of the
interest expense on any indebtedness incurred or continued to purchase or carry
such notes.

Any market discount is considered to accrue ratably during the period from
the date of acquisition to the maturity date of the note, unless the U.S. Holder
elects to accrue such discount on a constant interest rate method. A U.S. Holder
may elect to include market discount in income currently as it accrues, on
either a ratable or constant interest rate method. If this election is made, the
holder's basis in the note will be increased to reflect the amount of income
recognized and the rules described above regarding deferral of interest
deductions will not apply. This election to include market discount in income
currently, once made, applies to all market discount obligations acquired on or
after the first taxable year to which the election applies and may not be
revoked without the consent of the Internal Revenue Service.

AMORTIZABLE BOND PREMIUM; ACQUISITION PREMIUM. A U.S. Holder that

(1) purchased a senior note for an amount in excess of the amount
payable on maturity, or

(2) purchased a senior discount note for an amount in excess of the
stated redemption price at maturity is considered to have purchased such
note with "amortizable bond premium."

A U.S. Holder generally may elect to amortize such premium over the
remaining term of the note on a constant yield method as applied with respect to
each accrual period of the note, and allocated ratably to each day within an
accrual period in a manner substantially similar to the method of calculating
daily portions of original issue discount, as described above. However, because
the notes may optionally be redeemed for an amount that is in excess of their
principal amount, special rules apply that could result in a deferral of the
amortization of bond premium until later in the term of the note. The amount
amortized in any year will be treated as a reduction of the U.S. Holder's
interest income, including original issue discount income, from the note. Bond
premium on a note held by a U.S. Holder that does not make an election to
amortize will decrease the gain or increase the loss otherwise recognized upon
disposition of the note. The election to amortize premium on a constant yield
method, once made, applies to all debt obligations held or subsequently acquired
by the electing U.S. Holder on or after the first day of the first taxable year
to which the election applies and may not be revoked without the consent of the
Internal Revenue Service.

A U.S. Holder that purchased a senior discount note for an amount that is
greater than the adjusted issue price of the senior discount note on the date of
purchase, as determined in accordance with the original issue discount rules,
above, but less than or equal to the sum of all amounts payable on the senior
discount note after the purchase date (the "remaining redemption amount") is

211

considered to have purchased such senior discount note at an "acquisition
premium." A holder of a senior discount note that is purchased at an acquisition
premium may reduce the amount of the original issue discount otherwise
includable in income with respect to the senior discount note by the
"acquisition premium fraction." The acquisition premium fraction is that
fraction the numerator of which is the excess of the holder's adjusted tax basis
in the senior discount note immediately after its acquisition over the adjusted
issue price of the senior discount note and the denominator of which is the
excess of the remaining redemption amount over the adjusted issue price of the
senior discount note. Alternatively, a holder of a senior discount note that is
purchased at an acquisition premium may elect to compute the original issue
discount accrual on the senior discount note by treating the purchase as a
purchase of the senior discount note at original issuance, treating the purchase
price as the issue price, and applying the original issue discount rules thereto
using a constant yield method.

INFORMATION REPORTING AND BACKUP WITHHOLDING. Backup withholding and
information reporting requirements may apply to certain payments of principal,
premium, if any, and interest on a note, and to the proceeds of the sale or
redemption of the note. We or our paying agent, as the case may be, are required
to withhold from any payment that is subject to backup withholding tax if a U.S.
Holder fails to furnish his taxpayer identification number, certify that such
number is correct, certify that such holder is not subject to backup withholding
or otherwise comply with the applicable backup withholding rules. Pursuant to
recent tax legislation the rate of backup withholding tax was reduced to 30
percent on January 1, 2002 and will be reduced to 29 percent on January 1, 2004
and 28 percent on January 1, 2006. Unless extended by new legislation, however,
the reduction in the rate of backup withholding tax will expire and the 31%
backup withholding tax rate will be reinstated beginning January 1, 2011.
Certain U.S. Holders, including all corporations, are not subject to backup
withholding and information reporting.

UNITED STATES FEDERAL INCOME TAXATION OF NON-U.S. HOLDERS

PAYMENT OF INTEREST. This discussion assumes, based upon the description
of the DTC's book-entry procedures discussed in the section entitled
"Description of Notes -- Book-Entry, Delivery and Form" that upon issuance and
throughout the term, all the notes will be in registered form within the meaning
of the Code and applicable Treasury Regulations. The payment to a Non-U.S.
Holder of interest on the note, including the amount of any payment that is
attributable to original issue discount that accrued while such Non-U.S. Holder
held the senior discount notes, is not subject to United States federal
withholding tax pursuant to the "portfolio interest exception," provided that
(i) the Non-U.S. Holder (A) does not actually or constructively own 10% or more
of our capital or profits interest and (B) is neither a controlled foreign
corporation that is related to us within the meaning of the Code, nor a bank
that received the notes on an extension of credit made pursuant to a loan
agreement entered into in the ordinary course of its trade or business; and (ii)
either (A) the beneficial owner of the notes certifies to us or our paying
agent, under penalties of perjury, that it is not a U.S. Holder and provides its
name and address on Internal Revenue Service Form W-8BEN (or a suitable
substitute form) or (B) a securities clearing organization, bank or other
financial institution that holds the notes on behalf of such Non-U.S. Holder in
the ordinary course of its trade or business (a "financial institution")
certifies under penalties of perjury that such a Form W-8BEN (or suitable
substitute form) has been received from the beneficial owner by it or by a
financial institution between it and the beneficial owner and furnishes the
payor with a copy thereof.

If a Non-U.S. Holder cannot satisfy the requirements of the portfolio
interest exception described above, payments of interest, including the amount
of any payment that is attributable to original issue discount that accrued
while such Non-U.S. Holder held the senior discount notes, made to such Non-U.S.
Holder will be subject to a 30% withholding tax, unless the beneficial owner of
the note provides us or our paying agent, as the case may be, with a properly
executed

212

(i) Form W-8BEN (or a suitable substitute form) claiming an exemption from or
reduction in the rate of withholding pursuant to a tax treaty or (ii) Form
W-8ECI (or a suitable substitute form) providing a United States identification
number and stating that interest paid on the note is effectively connected with
the beneficial owner's conduct of a trade or business in the United States.

If a Non-U.S. Holder of a note is engaged in a trade or business in the
United States and interest on the note is effectively connected with the conduct
of such trade or business and, where an income tax treaty applies, attributable
to an United States permanent establishment, such Non-U.S. Holder, will be
subject to United States federal income tax on such interest, including original
issue discount. In addition, if such Non-U.S. Holder is a foreign corporation,
it may be subject to a branch profits tax equal to 30% of its effectively
connected earnings and profits for that taxable year, subject to adjustment,
unless it qualifies for a lower rate under an applicable income tax treaty.

SALE, REDEMPTION, RETIREMENT OR OTHER TAXABLE DISPOSITION OF THE NOTES. A
Non-U.S. Holder generally will not be subject to United States federal income
tax on gain realized on a sale, exchange, redemption, retirement or other
taxable disposition of a note unless (i) the gain is effectively connected with
the conduct of a trade or business in the United States by the Non-U.S. Holder,
and, where an income tax treaty applies, attributable to a United States
permanent establishment or (ii) in the case of a Non-U.S. Holder who is an
individual, such holder is present in the United States for 183 days or more in
the taxable year of disposition and certain other conditions are met.

If a Non-U.S. Holder of a note is engaged in the conduct of a trade or
business in the United States, gain on the disposition of the note that is
effectively connected with the conduct of such trade or business and, where an
income tax treaty applies, is attributable to a United States permanent
establishment, will be taxed on a net basis at applicable graduated individual
or corporate rates. Effectively connected gain of a foreign corporation may,
under certain circumstances, be subject as well to a branch profits tax at a
rate of 30 percent or a lower applicable income tax treaty rate.

FEDERAL ESTATE TAX. Notes held by an individual Non-U.S. Holder will not
be included in such holder's gross estate for United States federal estate tax
purposes if (a) the interest on the notes qualifies for the "portfolio interest
exemption" from United States federal income tax under the rules described
above, or (b) they are excluded under an applicable treaty. The United States
federal estate tax generally has been repealed for decedents dying in 2010.
Unless extended by new legislation, however, the repeal expires and the United
States federal estate tax is reinstated beginning January 1, 2011.

INFORMATION REPORTING AND BACKUP WITHHOLDING. We must report annually to
the Internal Revenue Service and to each Non-U.S. Holder on Form 1042-S the
amount of interest paid on a note, regardless of whether withholding was
required, and any tax withheld with respect to the interest. Under the
provisions of an income tax treaty and other applicable agreements, copies of
these information returns may be made available to the tax authorities of the
country in which the Non-U.S. Holder resides.

Certain Non-U.S. Holders may, under applicable rules, be presumed to be
U.S. persons. Unless such persons certify their non-United States status and
furnish the payor necessary identifying information, interest paid to such
holders of notes generally will be subject to backup withholding. Pursuant to
recent tax legislation the rate of backup withholding tax was reduced to 30
percent on January 1, 2002 and will be reduced to 29 percent on January 1, 2004
and 28 percent on January 1, 2006. Unless extended by new legislation, however,
the reduction in the rate of backup withholding tax will expire and the 31%
backup withholding tax rate will be reinstated beginning January 1, 2011.

The payment of proceeds from the disposition of a note effected by or
through a United States office of a broker is also subject to both backup
withholding and information reporting unless a Non-

213

U.S. Holder provides the payor with such Non-U.S. Holder's name and address and
either certifies non-United States status or otherwise establishes an exemption.
In general, backup withholding and information reporting will not apply to the
payment of the proceeds of a sale of a note by or through a foreign office of a
broker. If, however, such broker is, for United States federal income tax
purposes, a United States person, a controlled foreign corporation, a foreign
person 50 percent or more of whose gross income is from a United States trade or
business for a specified three-year period, or a foreign partnership that at any
time during its tax year either is engaged in the conduct of a trade or business
in the United States or has as partners one or more United States persons that,
in the aggregate, hold more than 50 percent of the income or capital interest in
the partnership, such payments will be subject to information reporting, but not
backup withholding, unless such broker has documentary evidence in its records
that the holder is a Non-U.S. Holder and certain other conditions are met, or
the exemption is otherwise established.

Any amounts withheld under the backup withholding rules will be allowed as
a refund or credit against the Non-U.S. Holder's United States federal income
tax liability provided that the required information is furnished to the
Internal Revenue Service.

INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS IN DETERMINING THE TAX
CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP, AND DISPOSITION OF THE NEW
NOTES, INCLUDING THE APPLICATION TO THEIR PARTICULAR SITUATIONS OF THE UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS DISCUSSED IN THIS MEMORANDUM AND THE
APPLICATION OF STATE, LOCAL, FOREIGN, OR OTHER TAX LAWS.

214

PLAN OF DISTRIBUTION

A broker-dealer that is the holder of original notes that were acquired for
the account of such broker-dealer as a result of market-making or other trading
activities, other than original notes acquired directly from us or any of our
affiliates may exchange such original notes for new notes pursuant to the
exchange offer. This is true so long as each broker-dealer that receives new
notes for its own account in exchange for original notes, where such original
notes were acquired by such broker-dealer as a result of market-making or other
trading activities acknowledges that it will deliver a prospectus in connection
with any resale of such new notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new notes received in exchange for original notes where such
original notes were acquired as a result of market-making activities or other
trading activities. We have agreed that for a period of 180 days after
consummation of the exchange offer or such time as any broker-dealer no longer
owns any registrable securities, we will make this prospectus, as it may be
amended or supplemented from time to time, available to any broker-dealer for
use in connection with any such resale. All dealers effecting transactions in
the new notes will be required to deliver a prospectus.

We will not receive any proceeds from any sale of new notes by
broker-dealers or any other holder of new notes. New notes received by
broker-dealers for their own account in the exchange offer may be sold from time
to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the new notes or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such new
notes. Any broker-dealer that resells new notes that were received by it for its
own account pursuant to the exchange offer and any broker or dealer that
participates in a distribution of such new notes may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933 and any profit on
any such resale of new notes and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act of 1933. The letter of transmittal states that by acknowledging that it will
deliver and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act of
1933.

For a period of 180 days after consummation of the exchange offer or until
such time as any broker-dealer no longer owns any registrable securities, we
will promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the letter of transmittal. We have agreed to pay all expenses incident to the
exchange offer and to our performance of, or compliance with, the registration
rights agreements (other than commissions or concessions of any brokers or
dealers) and will indemnify the holders of the notes (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act of 1933.

LEGAL MATTERS

The legality of the notes offered in this prospectus and other matters will
be passed upon for us by Irell & Manella LLP, Los Angeles, California.

215

EXPERTS

The consolidated financial statements of Charter Communications Holdings,
LLC and subsidiaries, included in this prospectus and the registration
statement, have been audited by Arthur Andersen LLP, independent public
accountants, to the extent and for the periods indicated in their reports. In
the report for Charter Communications Holdings, LLC and subsidiaries related to
the financial statements for the year ended December 31, 1999, that firm states
that with respect to certain subsidiaries its opinion is based on the reports of
other independent public accountants, namely Ernst & Young LLP. The financial
statements referred to above have been included herein in reliance upon the
authority of those firms as experts in accounting and auditing.

The combined financial statements of Charter Communications VI Operating
Company LLC not separately presented in this prospectus and registration
statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon appearing elsewhere herein, and are included in
reliance upon such reports given on the authority of such firm as experts in
accounting and auditing.

Ernst & Young LLP, independent auditors, have audited the combined
financial statements of CC VII-Falcon Systems at December 31, 1999, and for the
period from November 13, 1999 (commencement date) to December 31, 1999, not
separately presented herein, as set forth in their report thereon appearing
elsewhere herein, and are included in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.

216

INDEX TO FINANCIAL STATEMENTS

PAGE
----

Report of Independent Public Accountants.................... F-2
Report of Independent Auditors.............................. F-3
Report of Independent Auditors.............................. F-4
Consolidated Balance Sheets as of December 31, 2001 and
2000...................................................... F-5
Consolidated Statements of Operations for the Years Ended
December 31, 2001, 2000 and 1999.......................... F-6
Consolidated Statements of Changes in Member's Equity for
the Years Ended December 31, 2001, 2000 and 1999.......... F-7
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2001, 2000 and 1999.......................... F-8
Notes to Consolidated Financial Statements.................. F-9

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO CHARTER COMMUNICATIONS HOLDINGS, LLC:

We have audited the accompanying consolidated balance sheets of Charter
Communications Holdings, LLC and subsidiaries as of December 31, 2001 and 2000,
and the related consolidated statements of operations, changes in member's
equity and cash flows for each of the three years in the period ended December
31, 2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of
Charter Communications VI Operating Company, LLC and subsidiaries, and CC VII
Holdings, LLC -- Falcon Systems, for the periods from the dates of acquisition
through December 31, 1999, which statements on a combined basis reflect total
revenues of 6 percent, of the related consolidated totals of the Company. Those
statements were audited by other auditors whose reports have been furnished to
us, and our opinion, insofar as it relates to the amounts included for those
entities, is based solely on the reports of the other auditors.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the reports of other
auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Charter Communications Holdings, LLC and subsidiaries
as of December 31, 2001 and 2000, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States.

/S/ ARTHUR ANDERSEN LLP

St. Louis, Missouri
January 29, 2002

F-2

REPORT OF INDEPENDENT AUDITORS

CHARTER COMMUNICATIONS VI
OPERATING COMPANY, LLC

We have audited the consolidated statements of operations, member's equity
and cash flows of Charter Communications VI Operating Company, LLC and
subsidiaries for the period from inception (November 9, 1999) to December 31,
1999 (not presented separately herein). These financial statements are the
responsibility of management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated results of operations and cash flows
of Charter Communications VI Operating Company, LLC and subsidiaries for the
period from November 9, 1999 to December 31, 1999 in conformity with accounting
principles generally accepted in the United States.

/S/ ERNST & YOUNG LLP

Denver, Colorado
February 11, 2000

F-3

REPORT OF INDEPENDENT AUDITORS

SOLE MEMBER
CC VII HOLDINGS, LLC

We have audited the combined statements of operations and parent's
investment and cash flows of the CC VII Holdings, LLC -- Falcon Systems for the
period from November 13, 1999 (commencement date) to December 31, 1999 (not
presented separately herein). These combined financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these combined financial statements based on our audit.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined results of operations and cash
flows of the CC VII Holdings, LLC -- Falcon Systems for the period from November
13, 1999 (commencement date) to December 31, 1999, in conformity with accounting
principles generally accepted in the United States.

/S/ ERNST & YOUNG LLP

Los Angeles, California
March 2, 2000

F-4

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31,
--------------------------
2001 2000
----------- -----------
(DOLLARS IN THOUSANDS)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 1,674 $ 130,619
Accounts receivable, net of allowance for doubtful
accounts of $32,866 and $12,421, respectively.......... 273,564 217,605
Receivables from related party............................ 16,964 13,044
Prepaid expenses and other current assets................. 67,255 72,252
----------- -----------
Total current assets................................... 359,457 433,520
----------- -----------
INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net........................ 6,956,777 5,230,483
Franchises, net........................................... 17,138,774 17,068,702
----------- -----------
Total investment in cable properties, net.............. 24,095,551 22,299,185
----------- -----------
Other Assets................................................ 267,919 249,472
----------- -----------
Total assets........................................... $24,722,927 $22,982,177
=========== ===========
LIABILITIES AND MEMBER'S EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 1,271,886 $ 1,358,479
Payables to related party................................. 189,000 --
----------- -----------
Total current liabilities.............................. 1,460,886 1,358,479
----------- -----------
Long-Term Debt.............................................. 14,960,373 12,310,455
----------- -----------
Deferred Management Fees -- Related Party................... 13,751 13,751
----------- -----------
Other Long-Term Liabilities................................. 328,204 275,103
----------- -----------
Minority Interest........................................... 676,028 640,526
----------- -----------
MEMBER'S EQUITY:
Member's equity........................................... 7,323,119 8,384,161
Accumulated other comprehensive loss...................... (39,434) (298)
----------- -----------
Total member's equity.................................. 7,283,685 8,383,863
----------- -----------
Total liabilities and member's equity.................. $24,722,927 $22,982,177
=========== ===========

The accompanying notes are an integral part of these consolidated financial
statements.

F-5

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31,
-------------------------------------------
2001 2000 1999
------------ ------------ -----------
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

REVENUES........................................ $ 3,953,132 $ 3,249,222 $1,428,090
----------- ----------- ----------
OPERATING EXPENSES:
Operating, general and administrative......... 2,110,043 1,650,918 737,957
Depreciation and amortization................. 3,010,068 2,462,544 745,315
Option compensation expense................... (51,839) 40,978 79,979
Corporate expenses............................ 56,930 55,243 51,428
Special charges............................... 17,629 -- --
----------- ----------- ----------
5,142,831 4,209,683 1,614,679
----------- ----------- ----------
Loss from operations....................... (1,189,699) (960,461) (186,589)
OTHER INCOME (EXPENSE):
Interest expense.............................. (1,260,396) (1,065,236) (471,871)
Interest income............................... 8,766 6,679 18,821
Loss on equity investments.................... (48,957) (10,963) --
Other, net.................................... (90,661) (6,540) (245)
----------- ----------- ----------
(1,391,248) (1,076,060) (453,295)
----------- ----------- ----------
Loss before income tax expense, minority
interest expense and extraordinary
item..................................... (2,580,947) (2,036,521) (639,884)
INCOME TAX EXPENSE.............................. -- -- (1,030)
----------- ----------- ----------
Loss before minority interest expense and
extraordinary item......................... (2,580,947) (2,036,521) (640,914)
MINORITY INTEREST EXPENSE....................... (12,828) (11,038) --
----------- ----------- ----------
Loss before extraordinary item................ (2,593,775) (2,047,559) (640,914)
EXTRAORDINARY ITEM -- Loss on debt
extinguishment............................. -- -- (7,794)
----------- ----------- ----------
Net loss...................................... $(2,593,775) $(2,047,559) $ (648,708)
=========== =========== ==========

The accompanying notes are an integral part of these consolidated financial
statements.

F-6

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER'S EQUITY

TOTAL
MEMBER'S ACCUMULATED OTHER MEMBER'S
EQUITY COMPREHENSIVE LOSS EQUITY
----------- ------------------ -----------
(DOLLARS IN THOUSANDS)

BALANCE, December 31, 1998................ $ 2,147,379 $ -- $ 2,147,379
Capital contribution.................... 6,477,363 -- 6,477,363
Distributions to Charter Investment and
Charter.............................. (10,276) -- (10,276)
Option compensation expense............. 79,979 -- 79,979
Net loss................................ (648,708) -- (648,708)
Unrealized gain on marketable securities
available for sale................... -- 2,216 2,216
----------- -------- -----------
BALANCE, December 31, 1999................ 8,045,737 2,216 8,047,953
Capital contributions................... 2,371,595 -- 2,371,595
Distributions to parent company......... (26,590) -- (26,590)
Option compensation expense............. 40,978 -- 40,978
Net loss................................ (2,047,559) -- (2,047,559)
Unrealized loss on marketable securities
available for sale................... -- (2,514) (2,514)
----------- -------- -----------
BALANCE, December 31, 2000................ 8,384,161 (298) 8,383,863
Capital contributions................... 1,681,434 -- 1,681,434
Distributions to parent company......... (96,862) -- (96,862)
Changes in fair value of interest rate
agreements........................... -- (38,478) (38,478)
Option compensation expense............. (51,839) -- (51,839)
Net loss................................ (2,593,775) -- (2,593,775)
Unrealized loss on marketable securities
available for sale................... -- (658) (658)
----------- -------- -----------
BALANCE, December 31, 2001................ $ 7,323,119 $(39,434) $ 7,283,685
=========== ======== ===========

The accompanying notes are an integral part of these consolidated financial
statements.

F-7

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31,
-----------------------------------------
2001 2000 1999
----------- ----------- -----------
(DOLLARS IN THOUSANDS)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(2,593,775) $(2,047,559) $ (648,708)
Adjustments to reconcile net loss to net cash flows from
operating activities:
Minority interest expense............................... 12,828 11,038 --
Depreciation and amortization........................... 3,010,068 2,462,544 745,315
Option compensation expense............................. (51,839) 40,978 79,979
Noncash interest expense................................ 290,232 180,685 98,920
Loss on equity investments.............................. 48,957 10,963 --
Loss on early extinguishment of debt.................... -- -- 7,794
Changes in operating assets and liabilities, net of
effects from acquisitions and dispositions:
Accounts receivable..................................... (50,923) (138,391) (32,366)
Prepaid expenses and other assets....................... (44,561) (44,515) 14,256
Accounts payable and accrued expenses................... (53,787) 695,188 175,280
Receivables from and payables to related party,
including deferred management fees.................... (39,673) (49,232) 21,183
Other operating activities................................ 9,488 4,587 (1,245)
----------- ----------- -----------
Net cash flows from operating activities.............. 537,015 1,126,286 460,408
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................ (2,909,109) (2,783,440) (741,508)
Payments for acquisitions, net of cash acquired........... (1,710,106) (101,210) (3,560,241)
Loan to Marcus Cable Holdings............................. -- -- (1,680,142)
Purchases of investments.................................. (9,898) (47,573) --
Other investing activities................................ (14,671) 24,268 (22,198)
----------- ----------- -----------
Net cash flows from investing activities.................. (4,643,784) (2,907,955) (6,004,089)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt.............................. 6,675,032 6,715,303 9,261,546
Repayments of long-term debt.............................. (4,290,157) (4,499,793) (5,694,375)
Borrowings from (repayments to) related party............. 189,000 (1,079,163) 1,079,163
Payments for debt issuance costs.......................... (78,323) (62,848) (113,481)
Capital contributions..................................... 1,579,134 751,095 1,144,290
Distributions............................................. (96,862) (26,590) (10,276)
Other financing activities................................ -- 188 (18,663)
----------- ----------- -----------
Net cash flows from financing activities.................. 3,977,824 1,798,192 5,648,204
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ (128,945) 16,523 104,523
CASH AND CASH EQUIVALENTS, beginning of year................ 130,619 114,096 9,573
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of year...................... $ 1,674 $ 130,619 $ 114,096
=========== =========== ===========
CASH PAID FOR INTEREST...................................... $ 945,840 $ 775,647 $ 314,606
=========== =========== ===========
NONCASH TRANSACTIONS:
Issuance of preferred equity in a subsidiary as payment
for acquisition......................................... $ -- $ 629,488 $ --
Exchange of assets for acquisition........................ 25,089 -- --
Transfer of equity interests to the Company............... 102,300 1,620,500 5,333,073

The accompanying notes are an integral part of these consolidated financial
statements.

F-8

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE INDICATED)

1. ORGANIZATION AND BASIS OF PRESENTATION

As of December 31, 2001, Charter Communications Holdings, LLC (Charter
Holdings or the Company), a Delaware limited liability company, owns and
operates cable systems through its operating subsidiaries and is the fourth
largest operator of cable systems in the United States. Through its broadband
network of coaxial and fiber optic cable, the Company provides video, data,
interactive and private business network services to approximately seven million
(unaudited) customers in 40 states. All of the Company's systems offer
traditional analog cable television. The Company is steadily increasing the
availability of digital television, along with an array of advanced products and
services such as high-speed Internet access (data services), interactive video
programming and video-on-demand, in an increasing number of systems. In 2002,
the Company expects to offer several new advanced products and services,
including a set-top terminal companion that enables digital video recorder
capability, home networking and internet-access over the television; wireless
home networking; and an enhanced customized internet portal, with a customized
browser and charter.com e-mail. In 2002, the Company began offering telephony on
a limited basis through its broadband network using switch technology and will
continue trials of voice-over Internet protocol telephony. The introduction and
roll-out of new products and services represents an important step toward the
realization of the Company's Wired World(TM) vision, where cable's ability to
transmit interactive video, data and voice at high-speeds enables it to serve as
the primary platform for the delivery of new services to the home and workplace.

Charter Holdings, a subsidiary of Charter Communications Holding Company,
LLC (Charter Holdco), which is a subsidiary of Charter Communications, Inc.
(Charter), is a holding company whose principal assets are equity interests in
cable operating subsidiaries. In November 1999, Charter completed an initial
public offering of the sale of 195.5 million shares of Class A common stock.
Proceeds from the offering were used by Charter to purchase membership units in
Charter Holdco, which used the funds received from Charter for the acquisition
of additional cable systems.

Charter Holdings was formed in February 1999 as a wholly owned subsidiary
of Charter Investment, Inc. (Charter Investment). Charter Investment, through
its wholly owned subsidiary, Charter Communications Properties Holdings LLC
(CCPH), commenced operations with the acquisition of a cable system on September
30, 1995.

Effective December 23, 1998, through a series of transactions, Mr. Allen
acquired approximately 94% of Charter Investment for an aggregate purchase price
of $2.2 billion, excluding $2.0 billion in debt assumed (the Paul Allen
Transaction). In conjunction with the Paul Allen Transaction, Charter Investment
acquired, for fair value from unrelated third parties, all of the interests it
did not already own in CharterComm Holdings, LLC (CharterComm Holdings) and CCA
Group (comprised of CCA Holdings Corp., CCT Holdings Corp. and Charter
Communications Long Beach, Inc.), all cable operating companies, for $2.0
billion, excluding $1.8 billion in debt assumed. Charter Investment previously
managed and owned minority interests in these companies. These acquisitions were
accounted for using the purchase method of accounting and accordingly, results
of operations of CharterComm Holdings and CCA Group are included in the
consolidated financial statements from the date of acquisition. In February
1999, Charter Investment transferred all of its cable operating subsidiaries to
a wholly owned subsidiary of Charter Holdings. This transfer was accounted for
as a reorganization of entities under common control similar to a pooling of
interests.

F-9

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

As a result of the change in ownership of CCPH, CharterComm Holdings and
CCA Group, Charter Holdings applied push-down accounting in the preparation of
its consolidated financial statements. Accordingly, on December 23, 1998,
Charter Holdings increased its member's equity by $2.2 billion to reflect the
amounts paid by Mr. Allen and Charter Investment. The purchase price was
allocated to assets acquired and liabilities assumed based on their relative
fair values, including amounts assigned to franchises of $3.6 billion.

On April 23, 1998, Mr. Allen and a company controlled by Mr. Allen,
(collectively, the Mr. Allen Companies) purchased substantially all of the
outstanding partnership interests in Marcus Cable Company, L.L.C. (Marcus Cable)
for $1.4 billion, excluding $1.8 billion in assumed liabilities. The owner of
the remaining partnership interest retained voting control of Marcus Cable. In
February 1999, Marcus Cable Holdings, LLC (Marcus Holdings) was formed, and Mr.
Allen's interests in Marcus Cable were transferred to Marcus Holdings on March
15, 1999. On March 31, 1999, Mr. Allen purchased the remaining partnership
interests in Marcus Cable, including voting control. On April 7, 1999, Marcus
Holdings was merged into Charter Holdings and Marcus Cable was transferred to
Charter Holdings. For financial reporting purposes, the merger was accounted for
as an acquisition of Marcus Cable effective March 31, 1999, the date Mr. Allen
obtained voting control of Marcus Cable. Accordingly, the results of operations
of Marcus Cable have been included in the consolidated financial statements from
April 1, 1999. The assets and liabilities of Marcus Cable have been recorded in
the consolidated financial statements using historical carrying values reflected
in the accounts of the Mr. Allen Companies. Total member's equity of Charter
Holdings increased by $1.3 billion as a result of the Marcus Cable acquisition.
Previously, on April 23, 1998, the Mr. Allen Companies recorded the assets
acquired and liabilities assumed of Marcus Cable based on their relative fair
values.

On January 1, 2000, Charter Holdco and Charter Holdings effected a number
of transactions in which cable systems acquired by Charter Holdco in November
1999 were contributed to Charter Holdings (the Transferred Systems). As a result
of these transactions, Charter Holdings became the indirect parent of the CC VI
Holdings, LLC, CC VII Holdings, LLC and CC V Holdings LLC cable systems.
Effective January 1, 2000, the Company accounted for the contribution of the
Transferred Systems to Charter Holdings as a reorganization of entities under
common control in a manner similar to a pooling of interests. The accounts of
the Transferred Systems are included in these consolidated financial statements
from the date the Transferred Systems were acquired by Charter Holdco, November
1999.

Pursuant to a membership interests purchase agreement, as amended, Vulcan
Cable III Inc. (Vulcan), a company controlled by Mr. Allen, contributed $500
million in cash in August 1999 to Charter Holdco, contributed an additional
$180.7 million in certain equity interests acquired in connection with Charter
Holdings' acquisition of Rifkin Acquisition Partners, L.L.L.P. and InterLink
Communications Partners, LLLP (collectively, Rifkin) in September 1999, and
contributed $644.3 million in cash in September 1999 to Charter Holdco. All
funds and equity interests were contributed by Charter Holdco to Charter
Holdings to finance certain acquisitions. In addition, certain Rifkin sellers
received $133.3 million of the purchase price in the form of preferred equity in
Charter Holdco.

F-10

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION AND PRESENTATION

The consolidated financial statements of the Company include the accounts
of Charter Holdings and all of its wholly owned, majority owned or controlled
subsidiaries. All significant intercompany accounts and transactions among
consolidated entities have been eliminated.

Certain amounts in the prior years' consolidated financial statements have
been reclassified to conform with the 2001 presentation.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United Sates requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

CASH EQUIVALENTS

The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. These investments are
carried at cost which approximates market value.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are recorded at cost, including all direct
and certain indirect costs associated with the construction of cable
transmission and distribution facilities and the cost of new customer
installations. The costs of disconnecting a customer are charged to expense in
the period incurred. Expenditures for repairs and maintenance are charged to
operating expense as incurred, while equipment replacement and betterments are
capitalized.

Depreciation is recorded using the straight-line method over management's
estimate of the useful lives of the related assets as follows:

FRANCHISES

Costs incurred in obtaining and renewing cable franchises are deferred and
amortized using the straight-line method over a period of 15 years. Franchise
rights acquired through the purchase of cable systems represent management's
estimate of fair value and are generally amortized using the straight-line
method over a period of 15 years. The period of 15 years was management's best
estimate of the useful lives of the franchises and assumed that substantially
all of those franchises that expired during the period would be renewed but not
indefinitely. Because substantially all of the Company's franchise rights have
been acquired in the past several years (see Note 3), the Company did not have
sufficient experience with the local franchise authorities to conclude that
renewals of franchises could be accomplished indefinitely. In addition, because
the technological state of the Company's cable systems, with many systems with
less than 550 megahertz bandwidths, could have

F-11

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

resulted in demands from local franchise authorities to upgrade those systems
sooner than previously planned, there was a risk that the franchises would not
be renewed.

The Company believes that facts and circumstances have changed to enable it
to conclude that substantially all of its franchises will be renewed
indefinitely, with some portion of the franchises continuing to be amortized.
The Company has sufficiently upgraded the technological state of its cable
systems and now has sufficient experience with the local franchise authorities
where it acquired franchises to conclude substantially all franchises will be
renewed indefinitely. Any revisions to the estimated useful lives of franchises
will be reflected in the 2002 financial statements (see Note 18 regarding the
adoption of SFAS No. 142).

Accumulated amortization related to franchises was $3.2 billion and $1.9
billion, as of December 31, 2001 and 2000, respectively. Amortization expense
related to franchises for the years ended December 31, 2001, 2000 and 1999, was
$1.3 billion, $1.2 billion and $520.0 million, respectively.

OTHER ASSETS

Other assets primarily include deferred financing costs and investments in
equity securities. Costs related to borrowings are deferred and amortized to
interest expense using the effective interest method over the terms of the
related borrowings. As of December 31, 2001 and 2000, other assets include
$205.0 million and $158.8 million of deferred financing costs, net of
accumulated amortization of $62.0 million and $35.2 million, respectively.

Investments in equity securities are accounted for at cost, under the
equity method of accounting or in accordance with Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt
and Equity Securities." Charter recognizes losses for any decline in value
considered to be other than temporary. Certain marketable equity securities are
classified as available-for-sale and reported at market value with unrealized
gains and losses recorded as accumulated other comprehensive income or loss.
Comprehensive loss for the years ended December 31, 2001, 2000 and 1999, was
$2.6 billion, $2.1 billion and $646.5 million, respectively.

The following summarizes investment information as of and for the year
ended December 31, 2001:

LOSS FOR THE YEAR
CARRYING VALUE AT ENDED
DECEMBER 31, DECEMBER 31,
----------------- -------------------
2001 2000 2001 2000
------- ------- -------- --------

Equity investments, under the cost
method................................ $31,659 $ 5,041 $ (5,703) $ (4,690)
Equity investments, under the equity
method................................ 9,575 36,005 (41,107) (6,989)
Marketable securities, at market
value................................. 2,020 -- (2,147) 716
------- ------- -------- --------
$43,254 $41,046 $(48,957) $(10,963)
======= ======= ======== ========

VALUATION OF LONG-LIVED ASSETS

The Company periodically evaluates the recoverability of long-lived assets,
including property, plant and equipment and franchises for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. If a review indicates that the
F-12

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

carrying value of such asset is not recoverable based on projected undiscounted
net cash flows related to the asset over its remaining life, a loss is
recognized for the difference between the fair value of the asset and its
carrying value.

OTHER LONG-TERM LIABILITIES

The Company receives upfront payments from certain programmers related to
the launch of new cable television channels. Revenue is recognized to the extent
of the fair value of the advertising services provided to promote the new
channels. Such revenue is classified as advertising revenue and totaled $99.7
million and $51.5 million for the years ended December 31, 2001 and 2000,
respectively, and was insignificant during 1999. The remaining portion is
deferred and amortized as an offset to programming expense over the respective
terms of the program agreements, which range from one to 20 years. For the years
ended December 31, 2001, 2000 and 1999, the Company amortized and recorded as a
reduction of programming costs $10.3 million, $6.9 million and $3.4 million,
respectively. As of December 31, 2001 and 2000, the unamortized portion of the
deferred payments totaled $95.9 million and $104.2 million, respectively, and is
included in other long-term liabilities in the accompanying consolidated balance
sheets.

DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses interest rate risk management derivative instruments, such
as interest rate swap agreements, interest rate cap agreements and interest rate
collar agreements (collectively referred to herein as interest rate agreements)
as required under the terms of the credit facilities of the Company's
subsidiaries. The Company's policy is to manage interest costs using a mix of
fixed and variable rate debt. Using interest rate swap agreements, the Company
agrees to exchange, at specified intervals, the difference between fixed and
variable interest amounts calculated by reference to an agreed-upon notional
principal amount. Interest rate cap agreements are used to lock in a maximum
interest rate should variable rates rise, but enable the Company to otherwise
pay lower market rates. Interest rate collar agreements are used to limit
exposure to and benefits from interest rate fluctuations on variable rate debt
to within a certain range of rates. The Company does not hold or issue any
derivative financial instruments for trading purposes.

REVENUE RECOGNITION

Revenues from analog, digital and cable modem services are recognized when
the related services are provided. Advertising sales are recognized in the
period that the advertisements are broadcast.

Local governmental authorities impose franchise fees on the Company ranging
up to a federally mandated maximum of 5.0% of gross revenues. Such fees are
collected on a monthly basis from the Company's customers and are periodically
remitted to local franchise authorities. Franchise fees collected and paid are
reported as revenues and expenses.

STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation in accordance with
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations, as permitted by SFAS No. 123,
"Accounting for Stock-Based Compensation." Compensation expense for stock
options is measured as the excess, if any, of the quoted market price

F-13

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

of the Company's common stock at the date of the grant over the amount an
employee must pay to acquire the common stock. Compensation expense for
restricted stock awards is recorded over the vesting period with an increase to
additional paid-in capital based on the quoted market price of the Company's
common stock at the date of the grant.

INCOME TAXES

Certain indirect subsidiaries of the Company are corporations and file
separate federal and state income tax returns. Results of operations from these
subsidiaries are not material to the consolidated results of operations of the
Company. Income tax expense for the year ended December 31, 1999 represents
taxes assessed by certain state jurisdictions. Deferred income tax assets and
liabilities are not material.

MINORITY INTEREST

Minority interest represents preferred membership units issued by a
subsidiary in connection with the acquisition of a company by Charter Holdco.
The preferred membership units accrete at a rate of 2% per year and are
exchangeable on a one-for-one basis for shares of Charter Class A common stock.
The accretion on the preferred membership units is recorded as minority interest
expense in the accompanying consolidated statements of operations.

SEGMENTS

SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
Information," established standards for reporting information about operating
segments in annual financial statements and in interim financial reports issued
to shareholders. Operating segments are defined as components of an enterprise
about which separate financial information is available that is evaluated on a
regular basis by the chief operating decision maker, or decision making group,
in deciding how to allocate resources to an individual segment and in assessing
performance of the segment. Because the Company provides a variety of broadband
services over the same means of delivery, management has determined the Company
has one reportable segment, broadband services.

3. ACQUISITIONS

During 2001, the Company acquired cable systems for an aggregate purchase
price of $1.71 billion, net of cash acquired, and a cable system valued at $25.1
million. Also during 2001, Charter Holdco acquired cable systems for a purchase
price of $44.6 million in cash, and 505,664 shares of Charter Series A
Convertible Redeemable Preferred Stock valued at $50.6 million and additional
shares of Series A Convertible Redeemable Preferred Stock valued at $5.1 million
to be issued to certain sellers subject to certain holdback provisions of the
acquisition agreement. Immediately after the acquisition, Charter Holdco
contributed all of its equity interest in the acquisition to the Company. The
purchase prices were allocated to assets and liabilities assumed based on
relative fair values including amounts assigned to franchises of $1.4 billion.

During 2000, the Company acquired cable systems for an aggregate purchase
price of $101.2 million, net of cash acquired. Also during 2000, Charter Holdco
acquired cable systems for an aggregate purchase price of $1.1 billion, net of
cash acquired, excluding debt assumed of $963.3 million. In connection with the
acquisitions, Charter issued shares of Class A common stock valued at
approximately $178.0 million, and Charter Holdco and an indirect subsidiary of
Charter

F-14

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Holdings issued equity interests totaling $384.6 million and $629.5 million,
respectively. Immediately after the acquisitions, Charter Holdco contributed all
of its equity interests in these acquisitions to Charter Holdings. The purchase
prices were allocated to assets and liabilities assumed based on relative fair
values, including amounts assigned to franchises of $3.0 billion.

During 1999, the Company acquired cable systems in eight separate
transactions for an aggregate purchase price of $3.6 billion, net of cash
acquired, excluding debt assumed of $354.0 million. In connection with the
Rifkin acquisition, Charter Holdco issued equity interests totaling $133.3
million to certain sellers. In addition, Vulcan purchased $180.7 million of
equity interests in Rifkin. Vulcan and Charter Holdco contributed interests in
Rifkin to Charter Holdings, increasing equity by $314.0 million. The purchase
prices were allocated to assets acquired and liabilities assumed based on their
relative fair values, including amounts assigned to franchises of $3.9 billion.

During 1999, Charter Holdco acquired the cable systems of Fanch, Falcon and
Avalon and on January 1, 2000, Charter Holdco transferred its equity interests
in these cable systems to Charter Holdings (see Note 1), increasing member's
equity by $4.6 billion. Charter Holdco acquired these cable systems for an
aggregate purchase price of $4.0 billion, net of cash acquired, excluding debt
assumed of $2.2 billion and equity issued by Charter Holdco of $550.0 million.
Charter Holdco allocates the purchase price to assets acquired and liabilities
assumed based on their relative fair values, including amounts assigned to
franchises of $5.8 billion.

The above transactions were accounted for using the purchase method of
accounting, and, accordingly, the results of operations of the acquired assets
have been included in the consolidated financial statements from their
respective dates of acquisition. The purchase prices were allocated to assets
and liabilities assumed based on relative fair values. The allocation of the
purchase prices for the 2001 acquisitions is based, in part, on preliminary
information, which is subject to adjustment upon obtaining complete valuation
information. Management believes that finalization of the allocation of the
purchase prices will not have material impact on the consolidated results of
operations or financial position of the Company.

The summarized operating results of the Company which follow are presented
on a pro forma basis as if the following had occurred on January 1, 2000: all
significant acquisitions and dispositions completed during 2001 and 2000, the
issuance of Charter Holdings senior and senior discount notes in January 2001
and 2000, the drawdown of Charter Holdings' 2000 senior bridge loan facility,
the issuance of Charter Holdings senior and senior discount notes in May 2001,
the issuance by Charter of convertible senior notes in October and November 2000
and subsequent contribution of proceeds to the Company, and the issuance of and
sale by Charter of convertible senior notes and common stock in May 2001 and
subsequent contribution of proceeds to the Company. Adjustments have been made
to give effect to amortization of franchises, interest expense, minority
interest expense, and certain other adjustments.

YEAR ENDED DECEMBER 31,
-------------------------
2001 2000
----------- -----------
(UNAUDITED)

Revenues...................................... $ 4,114,767 $ 3,609,521
Loss from operations.......................... (1,216,362) (1,045,375)
Net loss...................................... (2,659,500) (2,300,411)

F-15

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The unaudited pro forma financial information has been presented for
comparative purposes and does not purport to be indicative of the consolidated
results of operations had these transactions been completed as of the assumed
date or which may be obtained in the future.

On August 29, 2001, certain of the Company's subsidiaries entered into an
agreement to purchase substantially all of the assets of certain Enstar
partnerships for which Charter is the manager for a purchase price of
approximately $63.0 million in cash.

On September 28, 2001, Charter Holdco and High-Speed Access Corp. (HSA)
entered into an asset purchase agreement pursuant to which Charter Holdco agreed
to purchase from HSA the contracts and associated assets, and assume related
liabilities, that served certain of the Company's high-speed data customers for
$77.5 million in cash. The transaction is expected to close in February 2002.
The rights under this agreement were subsequently assigned to a subsidiary of
the Company.

4. ALLOWANCE FOR DOUBTFUL ACCOUNTS

Activity in the allowance for doubtful accounts is summarized as follows
for the years presented:

YEAR ENDED DECEMBER 31,
------------------------------
2001 2000 1999
-------- -------- --------

Balance, beginning of year....................... $ 12,421 $ 11,471 $ 1,728
Acquisitions of cable systems.................... 1,053 780 5,860
Charged to expense............................... 94,720 46,151 20,872
Uncollected balances written off, net of
recoveries..................................... (75,328) (45,981) (16,989)
-------- -------- --------
Balance, end of year............................. $ 32,866 $ 12,421 $ 11,471
======== ======== ========

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following as of December 31,
2001 and 2000:

2001 2000
----------- -----------

Cable distribution systems................... $ 7,832,428 $ 5,618,889
Land, buildings and leasehold improvements... 446,468 282,960
Vehicles and equipment....................... 646,125 385,199
----------- -----------
8,925,021 6,287,048
Less: accumulated depreciation............... (1,968,244) (1,056,565)
----------- -----------
$ 6,956,777 $ 5,230,483
=========== ===========

For the years ended December 31, 2001, 2000 and 1999, depreciation expense
was $1.7 billion, $1.2 billion, and $225.0 million, respectively.

During the years ended December 31, 2001 and 2000, the Company reduced the
estimated useful lives of certain depreciable assets expected to be abandoned as
a result of its rebuild and upgrade of cable distribution systems. As a result,
an additional $540.9 million and $508.5 million of depreciation expense was
recorded during the years ended December 31, 2001 and 2000, respectively. The
Company periodically evaluates the estimated useful lives used to depreciate its
assets and the

F-16

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

estimated amount of assets that will be abandoned or have minimal use in the
future. While the Company believes its estimates of useful lives are reasonable,
significant differences in actual experience or significant changes in
assumptions may affect future depreciation expense.

6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following as of
December 31, 2001 and 2000:

2001 2000
---------- ----------

Accounts payable............................... $ 286,800 $ 365,007
Capital expenditures........................... 177,971 281,142
Accrued interest............................... 233,174 208,850
Programming costs.............................. 133,748 120,035
Accrued general and administrative............. 97,672 75,315
Franchise fees................................. 61,902 53,494
Other accrued expenses......................... 280,619 254,636
---------- ----------
$1,271,886 $1,358,479
========== ==========

7. LONG-TERM DEBT

Long-term debt consists of the following as of December 31, 2001 and 2000:

2001 2000
----------- -----------

Long-Term Debt Charter Holdings:
March 1999
8.250% senior notes due 2007....................... $ 600,000 $ 600,000
8.625% senior notes due 2009....................... 1,500,000 1,500,000
9.920% senior discount notes due 2011.............. 1,475,000 1,475,000
January 2000
10.000% senior notes due 2009...................... 675,000 675,000
10.250% senior notes due 2010...................... 325,000 325,000
11.750% senior discount notes due 2010............. 532,000 532,000
January 2001
10.750% senior notes due 2009...................... 900,000 --
11.125% senior notes due 2011...................... 500,000 --
13.500% senior discount notes due 2011............. 675,000 --

F-17

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2001 2000
----------- -----------

May 2001
9.625% senior notes due 2009....................... 350,000 --
10.000% senior notes due 2011...................... 575,000 --
11.750% senior discount notes due 2011............. 1,018,000 --
Senior bridge loan facility........................ -- 272,500
Renaissance:
10.00% senior discount notes due 2008.............. 114,413 114,413
CC V Holdings:
11.875% senior discount notes due 2008............. 179,750 179,750
Other long-term debt................................. 1,313 1,971
Credit Facilities Charter Operating.................. 4,145,000 4,432,000
CC Michigan, LLC and CC New England, LLC (Avalon).... -- 213,000
CC VI................................................ 901,000 895,000
CC VII............................................... 582,000 1,050,000
CC VIII.............................................. 1,082,000 712,000
----------- -----------
16,130,476 12,977,634
Unamortized discount................................. (1,170,103) (667,179)
----------- -----------
$14,960,373 $12,310,455
=========== ===========

In March 1999, the Company extinguished substantially all existing
long-term debt, excluding borrowings of the Company under its credit agreements,
and refinanced substantially all existing credit agreements at various
subsidiaries with a new credit agreement entered into by Charter Communications
Operating, LLC (Charter Operating) (the Charter Operating Credit Facilities).
The excess of the amount paid over the carrying value, net of deferred financing
costs, of the Company's long-term debt of $7.8 million was recorded as an
extraordinary item-loss on debt extinguishment in the accompanying consolidated
statement of operations.

March 1999 Charter Holdings Notes. In March 1999, Charter Holdings and
Charter Communications Holdings Capital Corporation ("Charter Capital")
(collectively, the "Issuers") issued $3.6 billion principal amount of senior
notes. The March 1999 Charter Holdings notes consisted of $600.0 million in
aggregate principal amount of 8.250% senior notes due 2007, $1.5 billion in
aggregate principal amount of 8.625% senior notes due 2009, and $1.475 billion
in aggregate principal amount at maturity of 9.920% senior discount notes due
2011. The net proceeds of approximately $2.9 billion, combined with the
borrowings under the Company's credit facilities, were used to consummate tender
offers for publicly held debt of several of the Company's subsidiaries, as
described below, to refinance borrowings under the Company's previous credit
facilities, for working capital purposes and to finance acquisitions.

The 8.250% senior notes are not redeemable prior to maturity. Interest is
payable semiannually in arrears on April 1 and October 1, beginning October 1,
1999, until maturity.

F-18

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The 8.625% senior notes are redeemable at the option of the Issuers at
amounts decreasing from 104.313% to 100% of par value plus accrued and unpaid
interest beginning on April 1, 2004, to the date of redemption. At any time
prior to April 1, 2002, the Issuers may redeem up to 35% of the aggregate
principal amount of the 8.625% senior notes at a redemption price of 108.625% of
the principal amount under certain conditions. Interest is payable semiannually
in arrears on April 1 and October 1, beginning October 1, 1999, until maturity.

The 9.920% senior discount notes are redeemable at the option of the
Issuers at amounts decreasing from 104.960% to 100% of accreted value beginning
April 1, 2004. At any time prior to April 1, 2002, the Issuers may redeem up to
35% of the aggregate principal amount of the 9.920% senior discount notes at a
redemption price of 109.920% of the accreted value under certain conditions.
Thereafter, cash interest is payable semiannually in arrears on April 1 and
October 1 beginning October 1, 2004, until maturity.

As of December 31, 2001 and 2000, $2.1 billion of the May 1999 Charter
Holdings 8.250% notes and 8.625% senior notes were outstanding, and the accreted
value of the 9.920% senior discount notes was approximately $1.2 billion and
$1.1 billion, respectively.

January 2000 Charter Holdings Notes. In January 2000, Charter Holdings and
Charter Capital issued $1.5 billion principal amount of senior notes. The
January 2000 Charter Holdings notes consisted of $675.0 million in aggregate
principal amount of 10.000% senior notes due 2009, $325.0 million in aggregate
principal amount of 10.250% senior notes due 2010, and $532.0 million in
aggregate principal amount at maturity of 11.750% senior discount notes due
2010. The net proceeds of approximately $1.25 billion were used to consummate
change of control offers for certain of the Falcon, Avalon and Bresnan notes and
debentures.

The 10.000% senior notes are not redeemable prior to maturity. Interest is
payable semiannually on April 1 and October 1, beginning April 1, 2000 until
maturity.

The 10.250% senior notes are redeemable at the option of the Issuers at
amounts decreasing from 105.125% to 100% of par value plus accrued and unpaid
interest, beginning on January 15, 2005, to the date of redemption. At any time
prior to January 15, 2003, the Issuers may redeem up to 35% of the aggregate
principal amount of the 10.250% senior notes at a redemption price of 110.25% of
the principal amount under certain conditions. Interest is payable semiannually
in arrears on January 15 and July 15, beginning on July 15, 2000, until
maturity.

The 11.750% senior discount notes are redeemable at the option of the
Issuers at amounts decreasing from 105.875% to 100% of accreted value beginning
January 15, 2005. At any time prior to January 15, 2003, the Issuers may redeem
up to 35% of the aggregate principal amount of the 11.750% senior notes at a
redemption price of 111.750% of the accreted value under certain conditions.
Interest is payable semiannually in arrears on January 15 and July 15, beginning
on July 15, 2005, until maturity. The discount on the 11.750% senior discount
notes is being accreted using the effective interest method.

As of December 31, 2001 and 2000, $1.0 billion of the January 2000 Charter
Holdings 10.000% and 10.250% senior notes were outstanding, and the accreted
value of the 11.750% senior discount notes was approximately $376.1 million and
$335.5 million, respectively.

January 2001 Charter Holdings Notes. In January 2001, Charter Holdings and
Charter Capital issued $2.1 billion in aggregate principal amount of senior
notes. The January 2001 Charter Holdings notes consisted of $900.0 million in
aggregate principal amount of 10.750% senior notes due 2009,

F-19

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$500.0 million in aggregate principal amount of 11.125% senior notes due 2011
and $675.0 million in aggregate principal amount at maturity of 13.500% senior
discount notes due 2011. The net proceeds of approximately $1.72 billion were
used to repay all remaining amounts then outstanding under the Charter Holdings
2000 senior bridge loan facility and the CC VI revolving credit facility and a
portion of the amounts then outstanding under the Charter Operating and CC VII
revolving credit facilities and for general corporate purposes.

The 10.750% senior notes are not redeemable prior to maturity. Interest is
payable semiannually in arrears on April 1 and October 1, beginning October 1,
2001, until maturity.

The 11.125% senior notes are redeemable at the option of the Issuers at
amounts decreasing from 105.563% to 100% of par value plus accrued and unpaid
interest beginning on January 15, 2006, to the date of redemption. At any time
prior to January 15, 2004, the Issuers may redeem up to 35% of the aggregate
principal amount of the 11.125% senior notes at a redemption price of 111.125%
of the principal amount under certain conditions. Interest is payable
semiannually in arrears on January 15 and July 15, beginning July 15, 2001,
until maturity.

The 13.500% senior discount notes are redeemable at the option of the
Issuers at amounts decreasing from 106.750% to 100% of accreted value beginning
January 15, 2006. At any time prior to January 15, 2004, the Issuers may redeem
up to 35% of the aggregate principal amount of the 13.500% senior discount notes
at a redemption price of 113.500% of the accreted value under certain
conditions. Thereafter, cash interest is payable semiannually in arrears on
January 15 and July 15 beginning July 15, 2006, until maturity. The discount on
the 13.500% senior discount notes is being accreted using the effective interest
method.

As of December 31, 2001, $1.4 billion of the January 2001 Charter Holdings
10.750% and 11.125% senior notes were outstanding, and the accreted value of the
13.500% senior discount notes was approximately $398.3 million.

May 2001 Charter Holdings Notes. In May 2001, Charter Holdings and Charter
Capital issued $1.94 billion in aggregate principal amount of senior notes. The
May 2001 Charter Holdings notes consisted of $350.0 million in aggregate
principal amount of 9.625% senior notes due 2009, $575.0 million in aggregate
principal amount of 10.000% senior notes due 2011 and $1.0 billion in aggregate
principal amount at maturity of 11.750% senior discount notes due 2011. The net
proceeds of approximately $1.47 billion were used to pay a portion of the
purchase price of the AT&T transactions, repay all amounts outstanding under the
Charter Operating and CC VII revolving credit facilities and for general
corporate purposes, including capital expenditures.

The 9.625% senior notes are not redeemable prior to maturity. Interest is
payable semiannually in arrears on May 15 and November 15, beginning November
15, 2001, until maturity.

The 10.000% senior notes are redeemable at the option of the Issuers at
amounts decreasing from 105.000% to 100% of par value plus accrued and unpaid
interest beginning on May 15, 2006, to the date of redemption. At any time prior
to May 15, 2004, the Company may redeem up to 35% of the aggregate principal
amount of the 10.000% senior notes at a redemption price of 110.000% of the
principal amount under certain conditions. Interest is payable semiannually in
arrears on May 15 and November 15, beginning November 15, 2001, until maturity.

The 11.750% senior discount notes are redeemable at the option of the
Issuers at amounts decreasing from 105.875% to 100% of accreted value beginning
January 15, 2006. At any time prior to May 15, 2004, the Issuers may redeem up
to 35% of the aggregate principal amount of the

F-20

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11.750% senior discount notes at a redemption price of 111.750% of the accreted
value under certain conditions. Thereafter, cash interest is payable
semiannually in arrears on May 15 and November 15 beginning November 15, 2006,
until maturity. The discount on the 11.750% senior discount notes is being
accreted using the effective interest method.

As of December 31, 2001, $925.0 million of the May 2001 Charter Holdings
9.625% and 10.000% senior notes were outstanding, and the accreted value of the
11.750% senior discount notes was approximately $618.1 million.

Charter Holdings 2000 Senior Bridge Loan Facility. On August 4, 2000,
Charter Holdings and Charter Capital entered into a senior bridge loan agreement
providing for senior increasing rate bridge loans in an aggregate principal
amount of up to $1.0 billion.

The net proceeds, totaling $727.5 million, from the sales in October and
November 2000 of convertible senior notes were used to repay $727.5 million of
the amount outstanding under the Charter Holdings 2000 senior bridge loan
facility. The remaining balance of $272.5 million on the senior bridge loan
facility was repaid with the proceeds from the sale of the Charter Holdings
January 2001 notes.

Renaissance Notes. In connection with the acquisition of Renaissance in
April 1999, the Company assumed $163.2 million principal amount at maturity of
10.000% senior discount notes due 2008. The Renaissance notes do not require the
payment of interest until April 15, 2003. From and after April 15, 2003, the
Renaissance notes bear interest, payable semi-annually in cash, on April 15 and
October 15, commencing on October 15, 2003. The Renaissance notes are due on
April 15, 2008.

In May 1999, $48.8 million aggregate face amount of the Renaissance notes
was repurchased at 101% of the accreted value plus accrued and unpaid interest.
As of December 31, 2001 and 2000, $114.4 million of the Renaissance notes were
outstanding, and the accreted value was approximately $103.6 million and $94.6
million, respectively.

CC V Holdings Notes. Charter Holdco acquired CC V Holdings in November
1999 and assumed CC V Holdings' outstanding 11.875% senior discount notes due
2008 with an accreted value of $123.3 million and $150.0 million in principal
amount of 9.375% senior subordinated notes due 2008. After December 1, 2003,
cash interest on the CC V Holdings 11.875% notes will be payable semi-annually
on June 1 and December 1 of each year, commencing June 1, 2004.

In January 2000, through change of control offers and purchases in the open
market, the Company repurchased all of the $150.0 million aggregate principal
amount of the CC V Holdings 9.375% notes. The aggregate repurchase price was
$153.7 million and was funded with the proceeds from sale of the January 2000
Charter Holdings notes.

Contemporaneously, the Company completed change of control offers in which
it repurchased $16.3 million aggregate principal amount at maturity of the
11.875% notes at a purchase price of 101% of accreted value as of January 28,
2000, for $10.5 million. As of December 31, 2001,

F-21

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CC V Holdings 11.875% notes with an aggregate principal amount of $179.8 million
at maturity remained outstanding with an accreted value of $146.3 million.

Charter Operating Credit Facilities. The Charter Operating credit
facilities were amended and restated on January 3, 2002 and provide for four
term facilities: two Term A facilities with an aggregate principal amount of
$1.11 billion that matures in September 2007, each with different amortization
schedules, one beginning in June 2002 and one beginning in September 2005; and
two Term B facilities with an aggregate principal amount of $2.75 billion, of
which $1.85 billion matures in March 2008 and $900 million matures in September
2008. The Charter Operating credit facilities also provide for two revolving
credit facilities, in an aggregate amount of $1.34 billion, which will reduce
annually beginning in March 2004 and September 2005, with a maturity date in
September 2007. At the option of the lenders, supplemental credit facilities in
the amount of $100.0 million may be available. Amounts under the Charter
Operating credit facilities bear interest at the Base Rate or the Eurodollar
rate, as defined, plus a margin of up to 2.75% for Eurodollar loans (6.50% to
7.69% as of December 31, 2001) and 1.75% for base rate loans. A quarterly
commitment fee of between 0.25% and 0.375% per annum is payable on the
unborrowed balance of the revolving credit facilities.

As of December 31, 2001, outstanding borrowings were approximately $4.1
billion and the unused availability was $855.0 million. After giving effect to
the amendment to the Charter Operating credit facilities on January 3, 2002,
unused availability would have been $1.06 billion as of December 31, 2001. In
January 2002, the Company repaid $465.0 million under the Charter Operating
revolving credit facilities with proceeds from the issuance of the January 2002
Charter Holdings notes.

CC V Holdings Credit Facilities. In December 2000, two of the Company's
subsidiaries, CC VIII, LLC and CC V Holdings, LLC (formerly known as Avalon),
were consolidated into CC V Holdings (the "CC V Holdings Combination"). Upon
completion of the CC V Holdings Combination in January 2001, all amounts
outstanding under the Avalon credit facilities were repaid and the Avalon credit
facilities were terminated. The CC VIII credit facilities were amended and
restated to, among other things, increase borrowing availability by $550.0
million to $1.45 billion.

CC VI Operating Credit Facilities. The CC VI Operating credit facilities
provide for two term facilities, one with a principal amount of $450.0 million
that matures May 2008 (Term A), and the other with a principal amount of $400.0
million that matures November 2008 (Term B). The CC VI Operating credit
facilities also provide for a $350.0 million reducing revolving credit facility
with a maturity date in May 2008. At the option of the lenders, supplemental
credit facilities in the amount of $300.0 million may be available until
December 31, 2004. Amounts under the CC VI Operating credit facilities bear
interest at the base rate or the Eurodollar rate, as defined, plus a margin of
up to 3.0% for Eurodollar loans (6.34% to 7.93% as of December 31, 2001) and
2.0% for base rate loans. A quarterly commitment fee of between 0.250% and
0.375% per annum is payable on the unborrowed balance of the Term A facility and
the revolving facility. The Company used $850.0 million of the credit facilities
to fund a portion of the Fanch purchase price.

As of December 31, 2001, outstanding borrowings were $901.0 million and
unused availability was $299.0 million. In January 2002, the Company repaid
$76.0 million under the CC VI Operating revolving credit facilities with
proceeds from the issuance of the January 2002 Charter Holdings notes.

CC VII Credit Facilities. The previous Falcon credit facilities were
amended in connection with the Falcon acquisition and again in September 2001.
The CC VII credit facilities provide for two

F-22

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

term facilities, one with a principal amount of $194.0 million that matures June
2007 (Term B), and the other with the principal amount of $291.0 million that
matures December 2007 (Term C). The CC VII credit facilities also provide for a
reducing revolving facility of up to approximately $77.7 million (maturing in
December 2006), a reducing supplemental facility of up to $110.0 million
(maturing in December 2007) and a second reducing revolving facility of up to
$670.0 million (maturing in June 2007). At the option of the lenders,
supplemental credit facilities in the amount of up to $486.4 million may also be
available. Amounts under the CC VII credit facilities bear interest at the base
rate or the Eurodollar rate, as defined, plus a margin of up to 2.5% for
Eurodollar loans (5.50% to 7.08% as of December 31, 2001) and up to 1.5% for
base rate loans. A quarterly commitment fee of between 0.25% and 0.375% per
annum is payable on the unborrowed balance of the revolving facilities.

As of December 31, 2001, outstanding borrowings were $582.0 million and
unused availability was $760.7 million. In January 2002, the Company repaid
$97.0 million under the CC VII revolving credit facilities with proceeds from
the issuance of the January 2002 Charter Holdings notes.

CC VIII Credit Facilities. Upon the completion of the CC V Holdings
Combination in January 2001, the CC VIII credit facilities were amended and
restated to, among other things, increase borrowing availability by $555.0
million to $1.45 billion. The credit facilities were further amended and
restated on January 3, 2002 and provide for borrowings of up to $1.55 billion.
The CC VIII credit facilities provide for three term facilities, two Term A
facilities with an aggregate principal amount of $500.0 million that mature in
June 2007, and a Term B facility with a principal amount of $500.0 million that
matures in February 2008. The CC VIII credit facilities also provide for two
reducing revolving credit facilities, in the aggregate amount of $550.0 million,
which will reduce quarterly beginning in March 2002 and September 2005,
respectively, with maturity dates in June 2007. At the option of the lenders,
supplemental facilities in the amount of $300.0 million may be available.
Amounts under the CC VIII credit facilities bear interest at the base rate or
the Eurodollar rate, as defined, plus a margin of up to 2.75% for Eurodollar
loans (6.09% to 7.84% as of December 31, 2001) and up to 1.75% for base rate
loans. A quarterly commitment fee of between 0.250% and 0.375% is payable on the
unborrowed balance of the revolving credit facilities.

As of December 31, 2001, outstanding borrowings were $1.1 billion, and
unused availability was $368.0 million. After giving effect to the amendment to
the CC VIII credit facilities on January 3, 2002, unused availability would have
been $468.0 million as of December 31, 2001. In January 2002, the Company repaid
$107.0 million under the CC VIII revolving credit facilities with proceeds from
the issuance of the January 2002 Charter Holdings notes.

The indentures governing the debt agreements require issuers of the debt
and/or its subsidiaries to comply with various financial and other covenants,
including the maintenance of certain operating and financial ratios. These debt
instruments also contain substantial limitations on, or prohibitions of,
distributions, additional indebtedness, liens, asset sales and certain other
items. As a result of limitations and prohibitions of distributions,
substantially all of the net assets of the consolidated subsidiaries are
restricted for distribution to the Company, Charter and Charter Holdco.

In the event of a default under the Company's subsidiaries' credit
facilities or public notes, the subsidiaries' creditors could elect to declare
all amounts borrowed, together with accrued and unpaid interest and other fees,
to be due and payable. In such event, the subsidiaries' credit facilities and
indentures will not permit the subsidiaries to distribute funds to Charter
Holdco or the Company to pay interest or principal on the public notes. If the
amounts outstanding under such credit facilities or

F-23

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

public notes are accelerated, all of the subsidiaries' debt and liabilities
would be payable from the subsidiaries' assets, prior to any distribution of the
subsidiaries' assets to pay the interest and principal amounts on the public
notes and the Company might not be able to repay or make any payments on its
public notes. Additionally, such a default would cause a cross-default in the
indentures governing the Charter Holdings notes and the convertible senior notes
and would trigger the cross-default provision of the Charter Operating Credit
Agreement. Any default under any of the subsidiaries' credit facilities or
public notes might adversely affect the holders of the Company's public notes
and the Company's growth, financial condition and results of operations.

Based upon outstanding indebtedness as of December 31, 2001, giving effect
to the refinancing of certain of the Company's credit facilities on January 3,
2002, the amortization of term loans, scheduled reductions in available
borrowings of the revolving credit facilities, and the maturity dates for all
senior and subordinated notes and debentures, aggregate future principal
payments on the total borrowings under all debt agreements as of December 31,
2001, are as follows:

YEAR AMOUNT
- ---- -----------

2002............................................... $ --
2003............................................... 236,704
2004............................................... 192,551
2005............................................... 430,307
2006............................................... 717,832
Thereafter......................................... 14,553,082
-----------
$16,130,476
===========

8. CAPITAL TRANSACTIONS

5.75% Charter Convertible Notes. In October and November 2000, Charter
issued 5.75% convertible senior notes with an aggregate principal amount at
maturity of $750.0 million (the "5.75% Charter Convertible Notes"). Charter used
the net proceeds from the sale of these notes to purchase from Charter Holdco a
mirror convertible senior note with terms substantially similar to the terms of
the convertible senior notes issued by Charter. Charter Holdco used the net
proceeds of approximately $727.5 million from the sale of the mirror note to
purchase common equity in the Company, which in turn used the capital
contribution to repay certain amounts outstanding under the Charter Holdings
2000 senior bridge loan facility.

4.75% Charter Convertible Notes. In May 2001, Charter issued 4.75%
convertible senior notes with an aggregate principal amount at maturity of
$632.5 million (the "4.75% Charter Convertible Notes"). Charter used the net
proceeds from the sale of these notes to purchase from Charter Holdco, a mirror
convertible senior note with terms substantially similar to the terms of the
convertible senior notes issued by Charter. Charter Holdco used the net proceeds
of approximately $608.7 million from the sale of the mirror convertible note to
purchase common equity in the Company, which in turn used the net proceeds to
repay certain amounts outstanding under the revolving portions of the credit
facilities of the Company's subsidiaries and for general corporate purposes,
including capital expenditures.

Also, in May 2001, Charter sold shares of its Class A common stock for
total proceeds of approximately $1.21 billion. Charter used the net proceeds
from the sale to purchase additional

F-24

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

membership units in Charter Holdco which used approximately $700.0 million of
such proceeds to purchase common equity in the Company, which in turn used the
net proceeds for general corporate purposes, including capital expenditures.

9. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Effective January 1, 2001, the Company adopted SFAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities." Interest rate agreements are
recorded in the consolidated balance sheet at December 31, 2001 as either an
asset or liability measured at fair value. In connection with the adoption of
SFAS No. 133, the Company recorded a loss of $23.9 million for the cumulative
effect of change in accounting principle as other expense. The effect of
adoption was to increase other expense resulting in increased net loss of $23.9
million for the year ended December 31, 2001.

The Company has certain interest rate derivative instruments that have been
designated as cash flow hedging instruments. Such instruments are those which
effectively convert variable interest payments on debt instruments into fixed
payments. For qualifying hedges, SFAS No. 133 allows derivative gains and losses
to offset related results on hedged items in the consolidated statement of
operations. The Company has formally documented, designated and assessed the
effectiveness of transactions that receive hedge accounting. For the year ended
December 31, 2001, other expense includes $2.5 million of losses, which
represent cash flow hedge ineffectiveness on interest rate hedge agreements
arising from differences between the critical terms of the agreements and the
related hedged obligations. Changes in the fair value of interest rate
agreements designated as hedging instruments of the variability of cash flows
associated with floating-rate debt obligations are reported in accumulated other
comprehensive loss. At December 31, 2001, included in accumulated other
comprehensive loss was a loss of $38.5 million related to derivative instruments
designated as cash flow hedges. The amounts are subsequently reclassified into
interest expense as a yield adjustment in the same period in which the related
interest on the floating-rate debt obligations affects earnings (losses).

Certain interest rate derivative instruments are not designated as hedges
as they do not meet the effectiveness criteria specified by SFAS No. 133.
However, management believes such instruments are closely correlated with the
respective debt, thus managing associated risk. Interest rate derivative
instruments not designated as hedges are marked to fair value with the impact
recorded as other income or expense. For the year ended December 31, 2001, the
Company recorded other expense of $48.8 million for interest rate derivative
instruments not designated as hedges.

As of December 31, 2001 and 2000, the Company had outstanding $3.3 billion
and $1.9 billion, $0 and $15.0 million, and $520.0 million and $520.0 million,
respectively, in notional amounts of interest rate swaps, caps and collars,
respectively. The notional amounts of interest rate instruments do not represent
amounts exchanged by the parties and, thus, are not a measure of exposure to
credit loss. The amounts exchanged are determined by reference to the notional
amount and the other terms of the contracts.

10. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company has estimated the fair value of its financial instruments as of
December 31, 2001 and 2000 using available market information or other
appropriate valuation methodologies. Considerable judgment, however, is required
in interpreting market data to develop the estimates of

F-25

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

fair value. Accordingly, the estimates presented in the accompanying
consolidated financial statements are not necessarily indicative of the amounts
the Company would realize in a current market exchange.

The carrying amounts of cash, receivables, payables and other current
assets and liabilities approximate fair value because of the short maturity of
those instruments. The Company is exposed to market price risk volatility with
respect to investments in publicly traded and privately held entities.

The fair value of interest rate agreements represents the estimated amount
the Company would receive or pay upon termination of the agreements. Management
believes that the sellers of the interest rate agreements will be able to meet
their obligations under the agreements. In addition, some of the interest rate
agreements are with certain of the participating banks under the Company's
credit facilities, thereby reducing the exposure to credit loss. The Company has
policies regarding the financial stability and credit standing of major
counterparties. Nonperformance by the counterparties is not anticipated nor
would it have a material adverse effect on the Company's consolidated financial
position or results of operations.

The Company's credit facilities bear interest at current market rates and,
thus, their carrying value approximates fair value at December 31, 2001 and
2000. The Company is exposed to interest rate volatility with respect to these
variable-rate instruments.

The estimated fair value of the Company's notes and interest rate
agreements at December 31, 2001 and 2000 are based on quoted market prices or a
discounted cash flow analysis using the Company's incremental borrowing rate for
similar types of borrowing arrangements and dealer quotations.

A summary of the carrying value and fair value of the Company's debt and
related interest rate agreements at December 31, 2001 and 2000 is as follows:

2001 2000
------------------------ ------------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
---------- ---------- ---------- ----------

Debt
Charter Holdings debt........ $7,999,203 $7,963,888 $4,780,212 $4,425,631
Credit facilities............ 6,710,000 6,710,000 7,302,000 7,302,000
Other........................ 251,170 237,051 228,243 194,729
Interest Rate Agreements
Swaps...................... 79,925 79,925 (1,306) 5,236
Collars...................... 33,699 33,699 -- 10,807

The weighted average interest pay rate for the Company's interest rate swap
agreements was 7.22% and 7.61% at December 31, 2001 and 2000, respectively. The
Company's interest rate collar agreements are structured so that if LIBOR falls
below 5.3%, the Company pays 6.7%. If the LIBOR rate is between 5.3% and 8.0%,
the Company pays LIBOR. The LIBOR rate is capped at 8.0% if LIBOR is between
8.0% and 9.9%. If the LIBOR rate rises above 9.9%, the cap is removed.

F-26

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11. REVENUES

Revenues consist of the following for the years presented:

YEAR ENDED DECEMBER 31,
--------------------------------------
2001 2000 1999
---------- ---------- ----------

Analog video...................... $2,787,632 $2,504,528 $1,155,279
Digital video..................... 307,240 89,288 7,664
Cable modem....................... 154,402 54,714 9,996
Advertising sales................. 312,554 234,560 71,997
Other............................. 391,304 366,132 183,154
---------- ---------- ----------
$3,953,132 $3,249,222 $1,428,090
========== ========== ==========

12. OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES

Operating, general and administrative expenses consist of the following for
the years presented:

YEAR ENDED DECEMBER 31,
------------------------------------
2001 2000 1999
---------- ---------- --------

General, administrative and
service........................... $ 861,722 $ 719,197 $342,933
Analog video programming............ 902,837 736,042 327,830
Digital video....................... 111,167 36,173 3,451
Cable modem......................... 99,956 39,218 9,016
Advertising sales................... 64,026 56,499 19,019
Marketing........................... 70,335 63,789 35,708
---------- ---------- --------
$2,110,043 $1,650,918 $737,957
========== ========== ========

13. OPTION PLANS

Stock options, restricted stock and other incentive compensation are
granted pursuant to two plans -- the 1999 Option Plan of Charter Holdco (the
"1999 Plan") and the 2001 Stock Incentive Plan of Charter (the "2001 Plan"). The
1999 Plan provided for the grant of options to purchase membership units in
Charter Holdco to current and prospective employees and consultants of Charter
Holdco and its affiliates and current and prospective non-employee directors of
Charter. Membership units received upon exercise of any options are immediately
exchanged for shares of Class A common stock of Charter on a one-for-one basis.
Options granted generally vest over five years from the grant date, commencing
15 months after the date of grant. Options not exercised accumulate and are
exercisable, in whole or in part, in any subsequent period, but not later than
ten years from the date of grant. Membership units received upon exercise of the
options are automatically exchanged into Class A common stock of Charter on a
one-for-one basis.

The 2001 Plan provides for the grant of non-qualified stock options, stock
appreciation rights, dividend equivalent rights, performance units and
performance shares, share awards, phantom stock and/or shares of restricted
stock (not to exceed 3,000,000) of Charter, as each term is defined in the

F-27

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2001 Plan. Employees, officers, consultants and directors of the Company and its
subsidiaries and affiliates are eligible to receive grants under the 2001 Plan.
Options granted generally vest over four years from the grant date, with 25%
vesting on each anniversary date following the grant date until options are
fully vested. Generally, options expire 10 years from the grant date.

Together, the plans allow for the issuance of up to an aggregate of
60,000,000 shares of Charter Class A common stock (or units convertible into
Charter Class A common stock). In 2001, any shares covered by options that
terminated under the 1999 Plan were transferred to the 2001 Plan, and no new
options were granted under the 1999 Plan. During September and October 2001, in
connection with new employment agreements and related option agreements entered
into by the Company, certain executives of the Company were awarded an aggregate
of 256,000 shares of Charter restricted Class A common stock, of which 26,250
shares were subsequently cancelled. The shares vested 25% upon grant, with the
remaining shares vesting monthly over a three-year period beginning after the
first anniversary of the date of grant. As of December 31, 2001, deferred
compensation remaining to be recognized in future periods totaled $2.2 million.

In September 2001, when the Company's former President and Chief Executive
Officer terminated his employment, he forfeited an option to purchase
approximately seven million Charter Holdco membership units, of which
approximately 4.8 million had vested. Accordingly, the Company recorded a
reversal of previously recorded compensation expense of $66.6 million.

F-28

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A summary of the activity for the stock options, excluding granted shares
of Charter restricted Class A common stock, for the years ended December 31,
2001, 2000 and 1999, is as follows (amounts not in thousands):

2001 2000 1999
----------------------- ---------------------- ----------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
------------ -------- ----------- -------- ----------- --------

Options outstanding,
beginning of
period............... 28,482,357 $19.24 20,757,608 $19.79 7,044,127 $20.00
Granted:
Pre IPO grants....... -- -- -- -- 9,584,681 20.04
Post IPO grants...... 29,395,457 16.01 10,247,200 18.06 4,741,400 19.00
Exercised.............. (278,675) 19.23 (16,514) 20.00 -- --
Cancelled.............. (11,041,568) 19.59 (2,505,937) 18.98 (612,600) 19.95
------------ ------ ----------- ------ ----------- ------
Options outstanding,
end of period........ 46,557,571 $17.10 28,482,357 $19.24 20,757,608 $19.79
============ ====== =========== ====== =========== ======
Weighted average
remaining contractual
life................. 8.9 years 8.6 years 9.2 years
============ =========== ===========
Options exercisable,
end of period........ 9,386,429 $18.55 7,026,346 $19.98 2,091,032 $19.90
============ ====== =========== ====== =========== ======
Weighted average fair
value of options
granted.............. $ 6.20 $ 12.34 $ 12.59
============ =========== ===========

The following table summarizes information about stock options outstanding
and exercisable as of December 31, 2001:

OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------- -------------------------------------
WEIGHTED- WEIGHTED-
AVERAGE WEIGHTED- AVERAGE WEIGHTED-
REMAINING AVERAGE REMAINING AVERAGE
RANGE OF EXERCISE NUMBER CONTRACTUAL EXERCISE NUMBER CONTRACTUAL EXERCISE
PRICES OUTSTANDING LIFE PRICE EXERCISABLE LIFE PRICE
- ----------------- ----------- ----------- --------- ----------- ----------- ---------

$11.99 - $13.96 18,285,375 9.77 years $12.49 1,225,000 9.80 years $13.16
$14.31 - $20.73 20,925,816 7.95 years $19.19 8,111,429 7.56 years $19.33
$21.20 - $23.09 7,346,380 9.15 years $22.76 50,000 9.12 years $23.09

The Company uses the intrinsic value method prescribed by APB Opinion No.
25, "Accounting for Stock Issued to Employees," to account for the option plans.
Option compensation expense of $41.0 million and $80.0 million for the years
ended December 31, 2000 and 1999, respectively, was recorded in the consolidated
statements of operations since the exercise prices of certain options were

F-29

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

less than the estimated fair values of the underlying membership interests on
the date of grant. Option compensation income of $51.8 million for the year
ended December 31, 2001 was recorded in the consolidated statements of
operations primarily due to the reversal of expense previously recorded in
connection with approximately seven million options forfeited by the Company's
former President and Chief Executive Officer as part of his September 2001
separation agreement. This was partially offset by expense recorded because
exercise prices on certain options were less than the estimated fair values of
the Company's stock at the time of grant. Estimated fair values were determined
by the Company using the valuation inherent in the Paul Allen Transaction and
valuations of public companies in the cable television industry adjusted for
factors specific to the Company. Compensation expense is being recorded over the
vesting period of each grant that varies from four to five years. As of December
31, 2001, deferred compensation remaining to be recognized in future periods
totaled $8.0 million. No stock option compensation expense was recorded for the
options granted after November 8, 1999, since the exercise price was equal to
the estimated fair value of the underlying membership interests or shares of
Class A common stock on the date of grant. Since the membership units are
exchangeable into Class A common stock of Charter on a one-for-one basis, the
estimated fair value was equal to the quoted market values of Class A common
stock.

SFAS No. 123 requires pro forma disclosure of the impact on earnings as if
the compensation expense for these plans had been determined using the fair
value method. The Company's net loss as reported and the pro forma net loss that
would have been reported using the fair value method under SFAS 123 for the
years presented:

YEAR ENDED DECEMBER 31,
-------------------------------------
2001 2000 1999
----------- ----------- ---------

Net loss:
As reported...................... $(2,593,775) $(2,047,559) $(648,708)
Pro forma........................ (2,694,574) (2,224,239) (673,042)

The fair value of each option granted is estimated on the date of grant
using the Black-Scholes option-pricing model. The following weighted average
assumptions were used for grants during the years ended December 31, 2001, 2000
and 1999, respectively: risk-free interest rates of 5.0%, 6.5%, and 5.5%;
expected volatility of 55.7%, 46.9% and 43.8%; and expected lives of 10 years.
The valuations assume no dividends are paid.

On July 25, 2001, Charter issued options to purchase 186,385 shares of
Charter Class A common stock to a consultant in consideration of services to be
rendered in the future, pursuant to an equity compensation plan not approved by
shareholders. The options are exercisable immediately, at an exercise price of
$20.46 per share and if not exercised prior to the tenth anniversary of the
grant date, will expire. The Company accounts for options granted to consultants
in accordance with the provisions of SFAS No. 123 and recorded option
compensation expense of $2.6 million. The fair value of the options, $13.95 per
option, was estimated on the date of grant using the Black-Scholes
option-pricing model and the following assumptions: risk-free interest rate of
5.7%; expected volatility of 49.8%; and an expected life of 10 years. The
valuation assumed no dividends are paid.

14. SPECIAL CHARGES

During the year ended December 31, 2001, the Company recorded $17.6 million
in special charges which represent costs associated with the transition of
approximately 145,000

F-30

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(unaudited) data customers from the Excite@Home Internet service to the Charter
Pipeline Internet service, as well as certain employee severance costs.

On September 28, 2001, Excite@Home Corporation filed for protection under
Chapter 11 of the U.S. Bankruptcy Code. The Company undertook a transition plan
to convert all of its customers from the Excite@Home Internet service to its own
Charter Pipeline Internet service, successfully transitioning over 90% of its
customers served by Excite@Home by December 31, 2001. The remaining customers
were converted by March 1, 2002. The Company incurred $14.3 million in
operational expenses in connection with the transition, including a one-time
contract payment of $1.0 million to Excite@Home for the provision of services
through February 2002 to the 10% of customers that would not be transitioned by
December 31, 2001.

In December 2001, the Company implemented a restructuring plan to reduce
its workforce in certain markets and reorganize its operating divisions from two
to three and operating regions from twelve to ten. The restructuring plan was
completed during the first quarter of 2002, resulting in the termination of
approximately 360 employees and severance costs of $3.3 million.

15. RELATED PARTY TRANSACTIONS

The following sets forth certain transactions in which the Company and its
directors, executive officers and affiliates are involved. Unless otherwise
disclosed, management believes that each of the transactions described below was
on terms no less favorable to the Company than could have been obtained from
independent third parties.

MANAGEMENT AND CONSULTING ARRANGEMENTS

MANAGEMENT ARRANGEMENTS

Charter has entered into management arrangements with Charter Holdco and
certain of its subsidiaries. Under these agreements, Charter provides management
services for and operates the cable television systems owned or acquired by its
subsidiaries. The management agreements covering the CC VI and CC VII companies
limit management fees payable to Charter to 5% of gross revenues. Under the
arrangement covering all of Charter's other operating subsidiaries, there is no
limit on the dollar amount or percentage of revenues payable as management fees.
However, the total amount paid by Charter Holdco and all of its subsidiaries is
limited to the amount necessary to reimburse Charter for all of its expenses,
costs, losses, liabilities and damages paid or incurred by it in connection with
the performance of its services under the various management agreements. The
expenses subject to reimbursement include any fees Charter is obligated to pay
under the mutual services agreement described below. Payment of management fees
by Charter's operating subsidiaries is subject to certain restrictions under the
credit facilities of such subsidiaries. In the event any portion of the
management fee due and payable is not paid, it is deferred by Charter and
accrued as a liability of such subsidiaries. Any deferred amount of the
management fee will bear interest at the rate of 10% per annum, compounded
annually, from the date it was due and payable until the date it is paid.

For the years ended December 31, 2001, 2000 and 1999, Charter received a
total of $6.2 million, $5.0 million and $0.8 million, respectively, as
management fees from Charter Holdco and its subsidiaries, exclusive of amounts
being paid to Charter Holdco and Charter Investment pursuant to the mutual
services agreement described below. The accounts and balances related to these
fees eliminate in consolidation.

F-31

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

MUTUAL SERVICES AGREEMENT

During 2001, pursuant to a mutual services agreement between Charter,
Charter Holdco and Charter Investment, Charter Holdco leased the necessary
personnel and provided services on a cost-reimbursement basis to Charter to
manage its subsidiaries. The mutual services agreement provides that each party
shall provide rights and services to the other parties as may be reasonably
requested for the management of the entities involved and their subsidiaries,
including the cable systems owned by their subsidiaries. The officers and
employees of each party are available to the other parties to provide these
rights and services, and all expenses and costs incurred in providing these
rights and services are paid by Charter. Each of the parties will indemnify and
hold harmless the other parties and their directors, officers and employees from
and against any and all claims that may be made against any of them in
connection with the mutual services agreement except due to its or their gross
negligence or willful misconduct. The mutual services agreement expires on
November 12, 2009, and may be terminated at any time by any party upon thirty
days' written notice to the other. For the years ended December 31, 2001, 2000
and 1999, Charter paid $50.7 million, $50.3 million and $50.7 million,
respectively, to Charter Investment for services rendered pursuant to the mutual
services agreement. All such amounts are reimbursable to Charter pursuant to a
management arrangement with subsidiaries. The accounts and balances related to
these services eliminate in consolidation.

CONSULTING AGREEMENT

Charter Holdco is a party to a consulting agreement with Vulcan Inc. (f/k/a
Vulcan Northwest) and Charter Investment. Pursuant to this consulting agreement,
Vulcan Inc. provides and, through January 2001, Charter Investment provided,
advisory, financial and other consulting services with respect to the
acquisitions by Charter Holdco of the business, assets or stock of other
companies. Such services include participation in the evaluation, negotiation
and implementation of these acquisitions. The original agreement had an
expiration date of December 31, 2000, but has and will continue to automatically
renew for successive one-year terms unless otherwise terminated. The consulting
agreement provides for a fee equal to 1% of the aggregate value of any
acquisition by Charter Holdco or any of its affiliates, for which Vulcan
provides services, as well as reimbursement of reasonable out-of-pocket expenses
incurred and indemnification. For the years ended December 31, 2001, 2000 and
1999, no fees were incurred with respect to these consulting services. Because
Charter Investment personnel became employees of Charter Holdco effective
January 1, 2001, Charter Investment no longer provides services pursuant to the
terms of the agreement.

PREVIOUS MANAGEMENT AGREEMENT WITH CHARTER INVESTMENT

Prior to November 12, 1999, Charter Investment provided management and
consulting services to Charter's operating subsidiaries for a fee equal to 3% of
the gross revenues of the systems then owned, plus reimbursement of expenses.
The balance of management fees payable under the previous management agreement
was accrued with payment at the discretion of Charter Investment, with interest
payable on unpaid amounts. For the year ended December 31, 2001, the Company's
subsidiaries did not pay any fees to Charter Investment to reduce management
fees payable. As of December 31, 2001 and 2000, total management fees payable to
Charter Investment were $13.8 million and $13.8 million, respectively, exclusive
of any interest that may be charged.

F-32

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PAYABLES TO RELATED PARTY

During 2001, certain of the Company's subsidiaries entered into agreements
to borrow an aggregate of $189.0 million from Charter Holdco. The borrowings
bear interest at rates available to the subsidiaries (ranging from 3.48% to
5.39%) and are renewable quarterly. Proceeds from the borrowings are used for
general corporate purposes. As of December 31, 2001, outstanding borrowings
totaled $189.0 million.

ALLOCATION OF BUSINESS OPPORTUNITIES WITH MR. ALLEN

Mr. Allen and a number of his affiliates have interests in various entities
that provide services or programming to the Company's subsidiaries. Given the
diverse nature of Mr. Allen's investment activities and interests, and to avoid
the possibility of future disputes as to potential business, Charter and Charter
Holdco, under the terms of their respective organizational documents, may not,
and may not allow their subsidiaries to, engage in any business transaction
outside the cable transmission business except for the digeo, inc. joint
venture; the joint venture to develop a digital video recorder set-top terminal;
the investment in HSA; the investment in Cable Sports Southeast, LLC, a provider
of regional sports programming; as an owner and operator of the business of
Interactive Broadcaster Services Corporation (Chat TV); an investment in
@Security Broadband Corp., a company developing broadband security applications;
and incidental businesses engaged in as of the closing of Charter's initial
public offering in November 1999. This restriction will remain in effect until
all of the shares of Charter's high-vote Class B common stock have been
converted into shares of Class A common stock due to Mr. Allen's equity
ownership falling below specified thresholds.

Should Charter or Charter Holdco or any of their subsidiaries wish to
pursue, or allow their subsidiaries to pursue, a business transaction outside of
this scope, it must first offer Mr. Allen the opportunity to pursue the
particular business transaction. If he decides not to pursue the business
transaction and consents to Charter or its subsidiaries engaging in the business
transaction, they will be able to do so. In any such case, the restated
certificate of incorporation of Charter and the amended and restated limited
liability company agreement of Charter Holdco would be amended accordingly to
modify the current restrictions on the ability of such entities to engage in any
business other than the cable transmission business. The cable transmission
business means the business of transmitting video, audio, including telephony,
and data over cable television systems owned, operated or managed by Charter,
Charter Holdco or any of their subsidiaries from time to time.

Under Delaware corporate law, each director of Charter, including Mr.
Allen, is generally required to present to Charter, any opportunity he or she
may have to acquire any cable transmission business or any company whose
principal business is the ownership, operation or management of cable
transmission businesses, so that Charter may determine whether it wishes to
pursue such opportunities. However, Mr. Allen and the other directors generally
will not have an obligation to present other types of business opportunities to
Charter and they may exploit such opportunities for their own account.

OTHER RELATIONSHIPS

David L. McCall, Senior Vice President -- Operations -- Eastern Division,
is a partner in a partnership that leases office space to the Company. The
partnership received approximately $0.1 million, $0.1 million and $0.2 million
pursuant to such lease and related agreements for the years ended December 31,
2001, 2000 and 1999. In addition, approximately $0.6 million, $0.5 million

F-33

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

and $0.6 million was paid to a construction company controlled by Mr. McCall's
brother and $0.5 million, $0.3 million and $0 to a construction company
controlled by Mr. McCall's son for the years ended December 31, 2001, 2000 and
1999, respectively.

Mr. Wood resigned as a director of Charter in December 2001. A company
controlled by Mr. Wood that owned an airplane reimbursed Charter for the full
annual cost of two individuals qualified to operate the plane, who were
otherwise available to Charter in connection with its own flight operations. For
each of the years ended December 31, 2001, 2000 and 1999, Mr. Wood's affiliate
owed Charter $0.1 million for annual compensation to the pilots. Charter is
entitled to reimbursement for these amounts. In addition, Mr. Wood also used
Charter 's airplane for occasional personal use in 2001, the value of which was
insignificant.

Additionally in 1999, one of Mr. Wood's daughters, who resigned as a Vice
President of Charter Holdco in February 2002, received a bonus in the form of a
three-year promissory note bearing interest at 7% per year. One-third of the
original outstanding principal amount of the note and interest were forgiven as
long as she remained employed by Charter Holdco at the end of each of the first
three anniversaries of the issue date in February 1999. The amount of principal
and interest forgiven on this note for the years ended December 31, 2001 and
2000 was $0.1 million, and the outstanding balance on the note was forgiven
effective as of February 22, 2002. Another daughter of Mr. Wood received
approximately $0.1 million during the year ended December 31, 2001 from Charter
Holdco for event planning services performed by her company.

Companies controlled by Mr. Nathanson, a director of Charter, leased
certain office space in Pasadena, California, and warehouse space in Riverside,
California, to Charter's subsidiaries. For the Pasadena office lease, which the
Company's subsidiaries terminated in April 2001 in exchange for a payment of
$0.6 million, aggregate rent of $0.2 million was paid for the period from
January 1, 2001 to April 2001 and $0.4 million was paid during the year ended
December 31, 2000. For the Riverside warehouse space, aggregate rent paid for
each of the years ended December 31, 2001 and 2000 was $0.2 million.

BUSINESS RELATIONSHIPS

Mr. Allen or his affiliates own equity interests or warrants to purchase
equity interests in various entities with which the Company does business or
which provides it with services or programming. Among these entities are Wink
Communications, Inc. (Wink), TechTV Inc. (TechTV), USA Networks, Inc. (USA
Networks), Oxygen Media Corporation (Oxygen Media), digeo, inc., Microsoft
Corporation and HSA. Mr. Allen owns 100% of the equity of Vulcan Ventures
Incorporated (Vulcan Ventures) and Vulcan Inc. and is the president of Vulcan
Ventures. Mr. Savoy is also a vice president and a director of Vulcan Ventures.
The various cable, Internet and telephony companies in which Mr. Allen has
invested may mutually benefit one another. The agreements governing the
Company's relationship with digeo, inc. are an example of a cooperative business
relationship among his affiliated companies. The Company can give no assurance,
nor should you expect, that any of these business relationships will be
successful, that the Company will realize any benefits from these relationships
or that the Company will enter into any business relationships in the future
with Mr. Allen's affiliated companies.

Mr. Allen and his affiliates have made, and in the future likely will make,
numerous investments outside of Charter and its business. The Company cannot
assure that, in the event that Charter or any of its subsidiaries enter into
transactions in the future with any affiliate of Mr. Allen, such

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

transactions will be on terms as favorable to the Company as terms it might have
obtained from an unrelated third party. Also, conflicts could arise with respect
to the allocation of corporate opportunities between the Company and Mr. Allen
and his affiliates. The Company has not instituted any formal plan or
arrangement to address potential conflicts of interest.

With respect to the following business relationships, unless otherwise
noted where Charter and Charter Holdco are party to an agreement, the Company
functions as the operating entity under the contract receiving all revenue,
making all payments and fulfilling the operational commitments under the
contracts. In these cases references to "the Company" relate to commitments made
by the Company's direct and indirect parent (and manager) that operate through
the Company and its systems.

VULCAN VENTURES

Vulcan Ventures, Charter, Charter Investment and Charter Holdco are parties
to an agreement dated September 21, 1999 regarding the right of Vulcan Ventures
to use up to eight of the Company's digital cable channels in consideration of a
capital contribution of $1.325 billion that was received during 1999.
Specifically, the Company will provide Vulcan Ventures with exclusive rights for
carriage of up to eight digital cable television programming services or
channels on each of the digital cable television systems with local, and to the
extent available, national control of the digital product owned, operated,
controlled or managed by Charter or Charter Holdco now or in the future of 550
megahertz or more. If the system offers digital services but has less than 550
megahertz of capacity, then the programming services will be equitably reduced.
Upon request of Vulcan Ventures, the Company will attempt to reach a
comprehensive programming agreement pursuant to which it will pay the
programmer, if possible, a fee per digital subscriber. If such fee arrangement
is not achieved, then the Company and the programmer shall enter into a standard
programming agreement. As of December 31, 2001, Vulcan Ventures did not use any
channels.

HIGH-SPEED ACCESS

HSA has been a provider of high-speed Internet access services over cable
modems. During the period from 1997 to 2000, certain Charter Communications
entities entered into Internet-access related service agreements, and both
Vulcan Ventures and certain of Charter's subsidiaries made equity investments in
HSA.

On September 28, 2001, Charter Holdco and HSA entered into an asset
purchase agreement pursuant to which Charter Holdco agreed to purchase from HSA
the contracts and associated assets, and assume related liabilities, that serve
the Company's customers, including a customer contact center, network operations
center and provisioning software. On December 20, 2001, Charter Holdco assigned
certain of its rights under the asset purchase agreement and certain related
agreements to its subsidiary, CC Systems, LLC. The transaction closed in the
first quarter of 2002. At the closing, CC Systems wired funds in the amount of
$77.5 million to HSA and delivered 37,000 shares of HSA's Series D convertible
preferred stock and all of the warrants to buy HSA common stock owned by Charter
Holdco and HSA purchased 38,000 shares of its Series D convertible preferred
stock from Vulcan Ventures for $8.0 million. Charter Holdco obtained a fairness
opinion from a qualified investment-banking firm regarding the valuation of the
assets purchased by CC Systems pursuant to the asset purchase agreement.
Concurrent with the transaction closing, HSA purchased all of the stock held by
Vulcan Ventures, and certain of the agreements between Holdco and HSA, including
the programming content agreement, the services agreement, the systems access
agreement, the 1998

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

network services agreement and the May 2000 network services agreement, each as
described in more detail below, were terminated. As of December 31, 2001 and
2000, the carrying value of Charter Holdco and the Company's investment in HSA,
including warrants and preferred stock, was zero and $38.2 million,
respectively.

On September 28, 2001, in connection with the asset purchase agreement with
HSA, Charter Holdco and HSA entered into a license agreement pursuant to which
Charter Holdco granted HSA the right to use certain intellectual property to be
sold by HSA to Charter Holdco. HSA does not pay any fees under the agreement.
The domestic portion of the license terminates on June 30, 2002, and the
international portion of the license will expire on February 2, 2005.
Concurrently with the license agreement, HSA and Charter entered into a services
agreement, pursuant to which Charter agreed to perform certain management
services formerly performed by HSA. This agreement terminated at closing.

In 2001, Charter Holdco was a party to a systems access and investment
agreement with Vulcan Ventures and HSA and a related network services agreement
with HSA. These agreements provided HSA with exclusive access to at least
750,000 of the Company's homes that had either an installed cable drop from the
Company's cable system or that were eligible for a cable drop by virtue of the
Company's cable system passing the home. The term of the network services
agreement was, as to a particular cable system, five years from the date revenue
billing commenced for that cable system. The programming content agreement
provided each of Vulcan Ventures and HSA with a license to use certain content
and materials of the other on a non-exclusive, royalty-free basis. The revenues
the Company earned from HSA for the years ended December 31, 2001, 2000 and 1999
were approximately $7.8 million, $1.6 million and $0.2 million, respectively.

Additionally, Charter Holdco, as the assignee of Vulcan Ventures, held
warrants that were amended and restated on May 12, 2000, giving Charter Holdco
the right to purchase up to 12,000,000 shares of HSA common stock at an exercise
price of $3.23 per share. A portion of the warrants could be earned under the
agreements described above, and the other portion related to warrants that could
be earned under a network agreement entered into with HSA on May 12, 2000,
described below. Warrants earned under the agreements described above became
vested at the time systems were committed by the Company and were based upon the
number of homes passed. Warrants under these agreements could only be earned
until July 31, 2003, and were earned at the rate of 1.55 shares of common stock
for each home passed in excess of 750,000. Warrants earned under the agreements
described above were exercisable until May 25, 2006. Such warrants were subject
to forfeiture in certain circumstances, generally if the Company withdrew a
committed system.

On May 12, 2000, Charter entered into a second network services agreement
with HSA, which was assigned by Charter to Charter Holdco on August 1, 2000.
Under the terms of the May 12, 2000 network services agreement, the Company
agreed to commit a total of 5,000,000 homes passed, including all homes passed
in systems previously committed by the Company, to HSA (other than full turnkey
systems), on or prior to May 12, 2003. With respect to each system launched or
intended to be launched, the Company paid a per customer fee to HSA according to
agreed pricing terms. In addition, the Company will also compensate HSA for
services that exceed certain minimum thresholds. For the years ended December
31, 2001, 2000 and 1999, the Company paid HSA approximately $12.9 million, $5.3
million and $1.1 million, respectively, under this agreement and the 1998
network services agreement.

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CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Warrants earned under the May 12, 2000 network services agreement vested at
the time the Company authorized HSA to proceed with respect to a system, and
were based upon the number of homes passed in such system. With respect to the
initial total 5,000,000 homes passed, the warrant provided that Charter Holdco
would have the right to purchase 0.775 shares of common stock for every home
passed. With respect to any additional homes passed in excess of 5,000,000, the
warrant provided that Charter Holdco would have the right to purchase 1.55
shares of common stock for every home passed. Warrants earned under the
agreement were exercisable until seven and a half years from the date they were
earned, and generally were not subject to forfeiture. HSA had agreed to increase
the number of shares of common stock subject to the amended and restated
warrant, upon Charter Holdco's request, if the number of warrants earned
exceeded 11,500,000. The May 2000 network services agreement with HSA had a term
of five years starting in May 2000. All of the warrants earned under the network
services agreements described above, were cancelled in connection with the
closing of the asset purchase agreement.

On December 5, 2000, pursuant to a preferred stock purchase agreement
entered into as of October 19, 2000, one of the Company's subsidiaries, Charter
Communications Ventures, LLC, and Vulcan Ventures purchased 37,000 shares and
38,000 shares, respectively, of Series D convertible preferred stock of HSA for
$37.0 million and $38.0 million, respectively. In connection with their
acquisition of the Series D convertible preferred stock, Charter Communications
Ventures and Vulcan Ventures were granted certain preemptive, first refusal,
registration and significant board representation rights as part of the
transaction. At the closing of the asset acquisition from HSA, CC Systems
delivered to HSA the 37,000 shares of Series D convertible preferred stock
acquired by Charter Communications Ventures and HSA purchased from Vulcan
Ventures its Series D convertible preferred stock.

Immediately prior to the acquisition from HSA, Vulcan Ventures owned
20,222,139 shares of common stock and 38,000 shares of Series D convertible
preferred stock of HSA, Charter Communications Ventures owned 37,000 shares of
Series D convertible preferred stock and Charter Holdco held warrants
convertible into 2,650,659 shares of common stock. If all shares of preferred
stock and warrants owned by affiliates of Mr. Allen were converted into common
stock, then Mr. Allen, through such affiliates, would have beneficially own
48.5% of the common stock of HSA as of January 23, 2002. All equity interests in
HSA held by Charter Communications Ventures, Vulcan Ventures and Charter Holdco
were cancelled, pursuant to the closing of the asset purchase agreement.

WORLDGATE/TV GATEWAY

WorldGate Communications, Inc. (WorldGate) is a provider of Internet access
through cable systems. Charter has an affiliation agreement with WorldGate for
an initial term which expires in November 2002. The agreement automatically
renews for additional successive two-year periods upon expiration of the initial
five-year term, unless terminated by either party for failure of the other party
to perform any of its obligations or undertakings required under the agreement.
The Company started offering WorldGate service in 1998. Pursuant to the
agreement, the Company agreed to deploy the WorldGate Internet access service
within a portion of its cable systems and to install the appropriate headend
equipment in all of its major markets in those systems. Major markets for
purposes of this agreement include those in which the Company has more than
25,000 customers. The Company incurs the cost for the installation of headend
equipment. In addition, to the extent the Company determines that it is
economically practical, it has agreed to use its reasonable best efforts to
deploy

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CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

such service in all non-major markets that are technically capable of providing
interactive pay-per-view service. When WorldGate has a telephone return path
service available, the Company will, if economically practical, use all
reasonable efforts to install the appropriate headend equipment and deploy the
WorldGate service in its remaining markets. The Company has also agreed to
market the WorldGate service within its market areas. The Company pays a monthly
subscriber access fee to WorldGate based on the number of subscribers to the
WorldGate service. The Company has the discretion to determine what fees, if
any, it will charge its subscribers for access to the WorldGate service. For the
year ended December 31, 2001, the Company paid WorldGate approximately $1.7
million, consisting of $1.5 million for equipment purchases and $0.2 million for
subscriber access fees. The Company charged its subscribers approximately $0.3
million for Internet access for the year ended December 31, 2001. For the year
ended December 31, 2000, the Company paid WorldGate approximately $5.1 million,
consisting of $5.0 million for equipment purchases and $0.1 million for
subscriber access fees. The Company charged its subscribers approximately $0.4
million for Internet access for the year ended December 31, 2000. For the year
ended December 31, 1999, the Company paid WorldGate approximately $0.8 million,
primarily pertaining to the purchase of equipment. The Company charged its
subscribers approximately $0.3 million for the year ended December 31, 1999.

On July 25, 2000, Charter Holdco entered into a joint venture, named
TVGateway, LLC, with WorldGate and several other cable operators to develop and
deploy a server-based interactive program guide. Charter Holdco initially
invested $850,000, providing it a 16.25% ownership interest in the joint venture
and through subsequent investments of $1.0 million and $3.0 million in 2000 and
2001, respectively, increased its ownership interest to 17.63% as of December
31, 2001. For the first four years after the formation of TVGateway, Charter
Holdco will earn additional ownership units, up to a maximum of 750,000
ownership units, as the interactive program guide is deployed to the Company's
customers. In August 2000, Charter Holdco purchased 31,211 shares of common
stock of WorldGate at $16.02 per share for a total purchase price of $500,000.
As a result of this purchase, Charter Holdco received a $125,000 credit from
WorldGate against future equipment purchases relating to the deployment of its
service. Additionally, WorldGate granted Charter Holdco warrants to purchase up
to 500,000 shares of WorldGate common stock for a period of seven years at a
exercise price of $24.78. For a period of three years from the date of closing,
Charter Holdco will also be issued warrants to purchase common stock of
WorldGate based on the number of two-way digital homes passed in the systems in
which Charter Holdco has deployed WorldGate service. As of December 31, 2001,
Charter Holdco had earned 27,853 warrants, but has not yet received
documentation evidencing them. Charter holds additional warrants to purchase
263,353 shares of WorldGate common stock for $10.65 per share, which expire on
June 30, 2002. Charter also owns 107,554 shares of WorldGate common stock for
which it paid a total of $1.5 million. As of December 31, 2001 and 2000, the
carrying value of the Company's investment in WorldGate was approximately
$80,000 and $300,000, respectively, and the carrying value of Charter Holdco's
investment in WorldGate and TVGateway was approximately $103,000 and $29,000,
respectively, and $2.6 million and $1.1 million, respectively.

WINK

Wink offers an enhanced broadcasting system that adds interactivity and
electronic commerce opportunities to traditional programming and advertising.
Viewers can, among other things, find news, weather and sports information
on-demand and order products through use of a remote control.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Charter Holdco is party to a June 7, 2001 cable affiliation agreement for a
three year term with Wink, which was amended in October 2001 and in March 2002.
The agreement has three one-year renewal options at the Charter Holdco's
discretion. Pursuant to the agreement, Wink granted Charter Holdco and its
subsidiaries a non-exclusive license to use the Wink software to deliver the
enhanced broadcasting services to their cable systems. Charter Holdco agreed to
make commercially reasonable efforts to deploy the Wink services to three
million subscribers for which it is eligible to receive a launch fee for
transactions generated by the Company's customers. Wink also agreed to issue
Charter Holdco one million shares of Wink common stock subject to finalization
of a grant agreement. As a result of this stock grant, Charter Holdco will have
an equity ownership in Wink that exceeds 5%. Under the amended agreement,
Charter Holdco agreed to pay a fee for the license grant and Wink agreed to
purchase an advertising package during 2002 and 2003. At December 31, 2001,
Vulcan Ventures had an approximate 2% equity interest in Wink.

TECHTV

TechTV operates a cable television channel which broadcasts shows about
technology and the Internet. Pursuant to a carriage agreement terminating in
2008, TechTV has provided the Company with programming for broadcast via its
cable television systems. Carriage fee amounts per subscriber are determined
based on the percentage of subscribers in a particular system receiving the
services. These fees will be waived for systems with higher penetration levels
until December 31, 2003, and were waived for systems with lower penetration
levels through April 30, 2001. In certain circumstances, the Company is entitled
to a percentage of TechTV's net product revenues from infomercials and home
shopping and attributed to their carriage of the service. Additionally, the
Company receives incentive payments for channel launches through December 31,
2003. TechTV may not offer its services to any other cable operator which serves
the same or fewer number of customers at a more favorable rate or on more
favorable carriage terms. For the year ended December 31, 2001, the Company
received $9.4 million from TechTV under the carriage agreement which are
included in other revenues in the accompanying consolidated statements of
operations.

On February 5, 1999, Vulcan Programming, which is 100% owned by Mr. Allen,
acquired a one-third interest in TechTV. In January 2000, Vulcan Programming
acquired an additional 64% in TechTV for $204.8 million. Mr. Savoy is the
president and a director of Vulcan Programming. As of December 31, 2001, Vulcan
Programming's interest in TechTV was approximately 97.7%. The remaining
approximate 2.3% of TechTV is owned by its management and employees. Mr.
Wangberg, one of Charter's directors, is the chairman, chief executive officer
and a director of TechTV. Although Mr. Wangberg has announced his intent to
resign as the chief executive officer of TechTV when his successor is named, he
will remain with TechTV as a director. In September 2000 Mr. Wangberg sold his
approximately 2.63% equity interest in TechTV to Vulcan Programming and in April
2001 his remaining 1.37% interest was redeemed by TechTV. Mr. Allen is a
director of TechTV and Mr. Savoy is a director and Vice President of TechTV.

USA NETWORKS/HOME SHOPPING NETWORK

USA Networks operates the USA Network, The Sci-Fi Channel, Trio and World
News International cable television networks. USA Networks also operates Home
Shopping Network, which is a retail sales program available via cable television
systems. Pursuant to an agreement terminating in 2005, Charter Holdco is a party
to a non-exclusive affiliation agreement with USA Networks for the cablecast of
USA Network programming. For the years ended December 31, 2001,

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CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2000 and 1999, the Company received approximately $12.1 million, $26.5 million
and $1.8 million, respectively, from USA Networks under the affiliation
agreement and for commissions from USA Networks for home shopping sales
generated by its customers and/or promotion of the Home Shopping Network which
are included in other revenues in the accompanying consolidated statements of
operations. For the years ended December 31, 2001, 2000 and 1999, the Company
paid USA Networks approximately $39.3 million, $25.0 million and $16.7 million,
respectively, for cable television programming. Mr. Allen and Mr. Savoy are
directors of USA Networks. As of December 31, 2001, Mr. Allen owned
approximately 5% and Mr. Savoy owned less than 1% of the common stock of USA
Networks.

OXYGEN MEDIA CORPORATION

Oxygen Media provides programming content aimed at the female audience for
distribution over the Internet and cable television systems. Oxygen Media
programming content is currently available to approximately 2 million of the
Company's customers. For the year ended December 31, 2001, the Company paid
Oxygen Media approximately $2.7 million for programming content. Mr. Savoy, a
director of the Company, Charter Holdco and Charter, serves on the board of
directors of Oxygen Media. As of February 8, 2002, through Vulcan Programming,
Mr. Allen owns an approximate 34.2% interest in Oxygen Media (51.2% assuming
exercise of all warrants held by Vulcan Programming but no exercise of warrants
or options by other holders).

REPLAY TV JOINT VENTURE

Charter Communications Ventures was party to a joint venture with General
Instrument Corporation (doing business as Broadband Communications Sector of
Motorola, Inc.), Replay TV Inc. and Interval Research Corporation, an entity
controlled by Mr. Allen, to develop and integrate digital video recording
capabilities in advanced digital set-top boxes. The joint venture focused on
creating a set-top based digital recording platform designed for storing video,
audio and Internet content. Prior to the dissolution of the joint venture in
2001, Charter Communications Ventures received management fees of $1.3 million
for the year ended December 31, 2001 which are included in other revenues in the
accompanying consolidated statements of operations.

PURCHASE OF CERTAIN ENSTAR LIMITED PARTNERSHIP SYSTEMS

On August 29, 2001, Interlink Communications Partners, LLC, Rifkin
Acquisition Partners, LLC and Charter Communications Entertainment I, LLC, each
an indirect, wholly-owned subsidiary of the Company, entered into an agreement
to purchase substantially all of the assets of Enstar Income Program II-2, L.P.,
Enstar Income Program II-1, L.P., Enstar Income Program IV-3, L.P., Enstar
Income/Growth Program Six-A, L.P. and Enstar Cable of Macoupin County and
certain assets of Enstar IV/PBD Systems Venture. Enstar Communications
Corporation, a direct subsidiary of Charter Holdco, is the general partner of
the Enstar limited partnerships. The cash sale price of approximately $63.0
million, subject to certain closing adjustments, was the highest bid received by
the Enstar limited partnerships following a broadly-based solicitation process.
The Company expects that the transaction will close in the first half of 2002.

In addition, Enstar Cable Corporation, the manager of the Enstar limited
partnerships through a management agreement, engaged Charter Holdco to manage
the Enstar limited partnerships. Pursuant to the management agreement, Charter
Holdco provides management services to the Enstar limited partnerships in
exchange for management fees. The Enstar limited partnerships also purchase

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CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

basic and premium programming for their systems at cost from Charter Holdco. For
the year ended December 31, 2001, the Enstar limited partnerships paid Charter
Holdco $2.1 million for management services.

With the exception of Mr. Allen, all of the executive officers of the
Company, Charter Holdco and Charter act as officers of Enstar Communications
Corporation.

PORTLAND TRAIL BLAZERS

On October 7, 1996, the former owner of the Company's Falcon cable systems
entered into a letter agreement and a cable television agreement with Trail
Blazers Inc. for the cable broadcast in the metropolitan area surrounding
Portland, Oregon of pre-season, regular season and playoff basketball games of
the Portland Trail Blazers, a National Basketball Association team. Mr. Allen is
the 100% owner of the Portland Trail Blazers and Trail Blazers Inc. After the
acquisition of the Falcon cable systems in November 1999, the Company continued
to operate under the terms of these agreements until their termination on
September 30, 2001. Under the letter agreement, Trail Blazers Inc. was paid a
fixed fee for each subscriber in areas directly served by the Falcon cable
systems. Under the cable television agreement, the Company shared subscription
revenues with Trail Blazers Inc. The Company paid approximately $1.1 million for
each of the two years ended December 31, 2001 and 2000 and $0.2 million for the
year ended December 31, 1999 in connection with the cable broadcast of Portland
Trail Blazers basketball games under the October 1996 cable television
agreement.

On July 1, 2001, Charter Holdco and Action Sports Cable Network, which is
100% owned by Mr. Allen, entered into a new carriage agreement for a five year
term, which became effective on October 1, 2001 with the expiration of the
previous agreement. Under the July 2001 carriage agreement, the Company pays
Action Sports a fixed fee for each subscriber receiving the Action Sports
programming, which covers sporting events in the Pacific Northwest, including
the Portland Trail Blazers, the Seattle Seahawks, a National Football League
team, and the Portland Fire, a Women's National Basketball Association team. For
the year ended December 31, 2001, the Company had paid $0.4 million under the
July 2001 agreement.

DIGEO, INC.

Vulcan Ventures, an entity controlled by Mr. Allen, owns an approximate 67%
interest in digeo, inc (digeo). digeo provides a television-based Internet
access service that combines Internet access with the convenience of the
television. The digeo product is a "portal," which is an Internet web site that
serves as a user's initial point of entry to the World Wide Web. The portal
generates revenues from advertising on its own web pages and by sharing revenues
generated by linked or featured web sites. Digeo, inc. has a license agreement
with Microsoft for software used in the digeo set top companion. Fees under this
license agreement are passed on to the Company through Charter's agreement with
digeo.

On March 5, 2001, Charter finalized an exclusive carriage agreement with
digeo interactive, LLC, which will function as its television-based Internet
portal for an initial six-year period. In connection with the execution of the
carriage agreement on March 5, 2001, the Company's wholly owned subsidiary,
Charter Communications Ventures, LLC, received an equity interest in digeo
funded by Vulcan Ventures Incorporated's contribution of approximately $21.2
million, which is subject to a priority return of capital to Vulcan up to the
amount so funded. Vulcan also agreed to

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CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

make, through January 24, 2004, certain additional contributions through
DBroadband Holdings, LLC to acquire digeo equity in order to maintain Charter
Venture's pro rata interest in digeo in the event of certain future digeo equity
financings by the founders of digeo. These additional equity interests will also
be subject to a priority return of capital to Vulcan up to the amount so
contributed. On September 27, 2001, Charter and digeo amended the March 2001
carriage agreement. Pursuant to the amendment, digeo will provide the content
for enhanced Wink interactive television services to the Company (the "digeo(TM)
Basic Service"). In order to provide the digeo Basic Services, digeo sublicensed
certain Wink technologies to Charter. The Company will share in the revenues
generated by the digeo Basic Services. For the year ended December 31, 2001, no
amounts were received by the Company for its portion of shared revenues. For the
year ended December 31, 2001, the Company recorded a $599,000 loss on its
investment in digeo, inc.

Messrs. Allen, Savoy and Vogel are directors of digeo. Mr. Kent, the
Company's former director, served on the board of digeo. Mr. Savoy serves on the
compensation committee of digeo. Each of Mr. Savoy and Mr. Vogel owns 10,000
options to purchase shares of digeo common stock.

DRUGSTORE.COM

Charter Media is party to an advertising agreement with drugstore.com
pursuant to which it will carry advertising of drugstore.com beginning in 2002.
Mr. Allen owns less than 5% of the outstanding equity of drugstore.com and
Mr. Savoy acts as a director for drugstore.com.

ADC TELECOMMUNICATIONS INC.

During the year ended December 31, 2001, the Company and Charter Holdco
purchased approximately $3.0 million in equipment from ADC Telecommunications,
which provides broadband access and network equipment. Mr. Wangberg acts as a
director for ADC Telecommunications.

16. COMMITMENTS AND CONTINGENCIES

LEASES

The Company leases certain facilities and equipment under noncancellable
operating leases. Leases and rental costs charged to expense for the years ended
December 31, 2001, 2000 and 1999, were $22.7 million, $14.2 million and $11.2
million, respectively. As of December 31, 2001, future minimum lease payments
are as follows:

YEAR AMOUNT
- ---- -------

2002................................................... $17,130
2003................................................... 12,687
2004................................................... 9,549
2005................................................... 7,918
2006................................................... 6,574
Thereafter............................................. 18,712

The Company also rents utility poles in its operations. Generally, pole
rentals are cancelable on short notice, but the Company anticipates that such
rentals will recur. Rent expense incurred for pole rental attachments for the
years ended December 31, 2001, 2000 and 1999, was $33.3 million, $31.6 million
and $14.3 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

LITIGATION

The Company is party to lawsuits and claims that arose in the ordinary
course of conducting its business. In the opinion of management, after
consulting with legal counsel, and taking into account recorded liabilities, the
outcome of these lawsuits and claims will not have a material adverse effect on
the Company's consolidated financial position or results of operations.

REGULATION IN THE CABLE INDUSTRY

The operation of a cable system is extensively regulated by the Federal
Communications Commission (FCC), some state governments and most local
governments. The FCC has the authority to enforce its regulations through the
imposition of substantial fines, the issuance of cease and desist orders and/or
the imposition of other administrative sanctions, such as the revocation of FCC
licenses needed to operate certain transmission facilities used in connection
with cable operations. The 1996 Telecom Act altered the regulatory structure
governing the nation's communications providers. It removed barriers to
competition in both the cable television market and the local telephone market.
Among other things, it reduced the scope of cable rate regulation and encouraged
additional competition in the video programming industry by allowing local
telephone companies to provide video programming in their own telephone service
areas.

The 1996 Telecom Act required the FCC to undertake a host of implementing
rulemakings. Moreover, Congress and the FCC have frequently revisited the
subject of cable regulation. Future legislative and regulatory changes could
adversely affect the Company's operations.

The 1992 Cable Act permits certified local franchising authorities to order
refunds of basic service tier rates paid in the previous twelve-month period
determined to be in excess of the maximum permitted rates. During 2001 and 2000,
the amounts refunded by the Company have been insignificant. The Company may be
required to refund additional amounts in the future.

17. EMPLOYEE BENEFIT PLAN

The Company's employees may participate in the Charter Communications, Inc.
401(k) Plan. Employees that qualify for participation can contribute up to 15%
of their salary, on a pre-tax basis, subject to a maximum contribution limit as
determined by the Internal Revenue Service. The Company matches 50% of the first
5% of participant contributions. The Company made contributions to the 401(k)
plan totaling $7.8 million, $6.1 million and $2.9 million for the years ended
December 31, 2001, 2000 and 1999, respectively.

18. NEW ACCOUNTING STANDARDS

In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations", No. 142, "Goodwill and Other Intangible Assets" and No.
143, "Accounting for Asset Retirement Obligations." SFAS No. 141 requires all
business combinations initiated after June 30, 2001 to be accounted for using
the purchase method of accounting and was adopted by the company on July 1,
2001. Adoption of SFAS No. 141 did not have a significant impact on the
consolidated financial statements of the Company.

F-43

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

benefit of the intangible asset is obtained through contractual or other legal
rights or if the intangible asset can be sold, transferred, licensed, rented or
exchanged. Such intangibles will be amortized over their useful lives. The
Company believes that substantially all franchises will qualify for indefinite
life treatment under the new standard. While the analysis, including the
impairment testing of franchises required under the new standard, is not
complete, the Company expects to stop amortizing franchise intangible assets
that meet the indefinite life treatment beginning January 1, 2002. The Company
will test these assets for impairment at least annually. Other than during any
periods in which the Company may record a charge for impairment, the Company
expects that the adoption of SFAS No. 142 will result in a reduced loss as a
result of reduced amortization expense. If the new standard had been in effect
for 2001, amortization expense would have been reduced by approximately $1.2
billion to $1.3 billion.

Under SFAS No. 143, the fair value of a liability for an asset retirement
obligation is required to be recognized in the period in which it is incurred if
a reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset.
SFAS No. 143 will be implemented by the Company on January 1, 2002. Adoption of
SFAS No. 143 will not have a material impact on the consolidated financial
statements of the Company.

In August 2001, the Financial Accounting Standards Board issued SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No.
144 addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of." SFAS No. 144 establishes a single accounting
model for long-lived assets to be disposed of by sale and resolves
implementation issues related to SFAS No. 121. SFAS No. 144 will be implemented
by the Company on January 1, 2002. Adoption of SFAS No. 144 will not have a
material impact on the consolidated financial statements of the Company.

19. PARENT COMPANY ONLY FINANCIAL STATEMENTS

As the result of limitations on and prohibitions of distributions,
substantially all of the net assets of the consolidated subsidiaries are
restricted for distribution to the Company. The following condensed parent-only
financial statements of the Company account for the investment in its
subsidiaries under the equity method of accounting. The financial statements
should be read in conjunction with the consolidated financial statements of the
Company and notes thereto.

F-44

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CHARTER COMMUNICATIONS HOLDINGS, LLC (PARENT COMPANY ONLY)

CONDENSED BALANCE SHEETS

DECEMBER 31,
--------------------------
2001 2000
----------- -----------
(DOLLARS IN THOUSANDS)

ASSETS
Cash and cash equivalents............................ $ 1,674 $ 8,462
Receivables from related party....................... 176,552 --
Investment in subsidiaries........................... 15,095,061 13,170,266
Other assets......................................... 154,197 121,176
----------- -----------
$15,427,484 $13,299,904
=========== ===========
LIABILITIES AND MEMBER'S EQUITY
Current liabilities.................................. $ 143,318 $ 96,041
Payables to related party............................ 1,278 39,789
Long-term debt....................................... 7,999,203 4,780,211
Member's equity...................................... 7,283,685 8,383,863
----------- -----------
Total liabilities and member's equity........... $15,427,484 $13,299,904
=========== ===========

CHARTER COMMUNICATIONS HOLDINGS, LLC (PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31,
---------------------------------------
2001 2000 1999
----------- ----------- ---------
(DOLLARS IN THOUSANDS)

Interest expense......................... $ (724,076) $ (424,601) $(221,925)
Interest income.......................... 7,105 4,938 11,833
Equity in losses of subsidiaries......... (1,876,804) (1,627,896) (438,616)
----------- ----------- ---------
Net loss................................. $(2,593,775) $(2,047,559) $(648,708)
=========== =========== =========

F-45

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CHARTER COMMUNICATIONS HOLDINGS, LLC (PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31,
-----------------------------------------
2001 2000 1999
----------- ----------- -----------
(DOLLARS IN THOUSANDS)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss..................................... $(2,593,775) $(2,047,559) $ (648,708)
Noncash interest expense..................... 259,396 153,274 78,473
Equity in losses of subsidiaries............. 1,876,804 1,627,896 438,616
Changes in operating assets and
liabilities............................... 2,900 76,333 48,825
----------- ----------- -----------
Net cash flows from operating
activities.............................. (454,675) (190,056) (82,794)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in subsidiaries................... (4,266,612) (2,048,323) (1,730,466)
Loans to subsidiaries........................ (1,648,992) -- (1,680,142)
Repayments on loans to subsidiaries.......... 1,548,439 -- (663,259)
Distributions................................ -- -- 96,748
----------- ----------- -----------
Net cash flows from investing
activities.............................. (4,367,165) (2,048,323) (3,977,119)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from debt offering.............. 3,250,032 -- 2,999,385
Payments for debt issuance costs............. (67,331) (60,228) (74,000)
Borrowings of long-term debt................. -- 2,300,303 --
Repayments of long-term debt................. (272,500) (727,500) --
Capital contributions........................ 1,579,135 751,095 1,144,290
Distributions from subsidiaries.............. 422,578 -- --
Distributions................................ (96,862) (26,591) --
----------- ----------- -----------
Net cash flows from financing
activities.............................. 4,815,052 2,237,079 4,069,675
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.................................. (6,788) (1,300) 9,762
CASH AND CASH EQUIVALENTS, beginning of year... 8,462 9,762 --
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of year......... $ 1,674 $ 8,462 $ 9,762
=========== =========== ===========

20. SUBSEQUENT EVENTS

In January 2002, Charter Holdings and Charter Capital issued senior notes
with an aggregate principal amount at maturity of $1.1 billion. The January 2002
Charter Holdings notes are comprised of $350.0 million 9.625% senior notes due
2009, $300.0 million 10.000% senior notes due 2011, and $450.0 principal amount
at maturity of 12.125% senior discount notes due 2012. The net proceeds of
approximately $872.8 million, were used to repay a portion of the amounts
outstanding under the revolving credit facilities of the Company's subsidiaries.

F-46

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

$1,100,000,000

OFFER TO EXCHANGE

9.625% SENIOR NOTES DUE 2009,
10.000% SENIOR NOTES DUE 2011, AND
12.125% SENIOR DISCOUNT NOTES DUE 2012,

FOR ANY AND ALL OUTSTANDING
9.625% SENIOR NOTES DUE 2009,
10.000% SENIOR NOTES DUE 2011, AND
12.125% SENIOR DISCOUNT NOTES DUE 2012,

RESPECTIVELY, OF

CHARTER COMMUNICATIONS

HOLDINGS, LLC

AND

CHARTER COMMUNICATIONS

HOLDINGS CAPITAL CORPORATION

NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST
NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS
AN OFFER TO ISSUE ONLY THE NEW NOTES OFFERED HEREBY, BUT ONLY UNDER
CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

INDEMNIFICATION UNDER THE LIMITED LIABILITY COMPANY AGREEMENT OF CHARTER
HOLDINGS

The limited liability company agreement of Charter Holdings provides that
the members, the manager, the directors, their affiliates or any person who at
any time serves or has served as a director, officer, employee or other agent of
any member or any such affiliate, and who, in such capacity, engages or has
engaged in activities on behalf of Charter Holdings, shall be indemnified and
held harmless by Charter Holdings to the fullest extent permitted by law from
and against any losses, damages, expenses, including attorneys' fees, judgments
and amounts paid in settlement actually and reasonably incurred by or in
connection with any claim, action, suit or proceeding arising out of or
incidental to such indemnifiable person's acts or omissions on behalf of Charter
Holdings. Notwithstanding the foregoing, no indemnification is available under
the limited liability company agreement in respect of any such claim adjudged to
be primarily the result of bad faith, willful misconduct or fraud of an
indemnifiable person. Payment of these indemnification obligations shall be made
from the assets of Charter Holdings and the members shall not be personally
liable to an indemnifiable person for payment of indemnification.

INDEMNIFICATION UNDER THE DELAWARE LIMITED LIABILITY COMPANY ACT

Section 18-108 of the Delaware Limited Liability Company Act authorizes a
limited liability company to indemnify and hold harmless any member or manager
or other person from and against any and all claims and demands whatsoever,
subject to such standards and restrictions, if any, as are set forth in its
limited liability company agreement.

INDEMNIFICATION UNDER THE BY-LAWS OF CHARTER CAPITAL

The by-laws of Charter Capital provide that Charter Capital, to the
broadest and maximum extent permitted by applicable law, will indemnify each
person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director or officer of Charter Capital, or is or was serving
at the request of Charter Capital as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding. To the extent that a director, officer,
employee or agent of Charter Capital has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in the
preceding paragraph, or in defense of any claim, issue or matter, such person
will be indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by such person. Expenses, including attorneys' fees,
incurred by a director or officer in defending any civil or criminal action,
suit or proceeding may be paid by Charter Capital in advance of the final
disposition of such action, suit or proceeding, as authorized by the board of
directors of Charter Capital, upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be
determined that such director or officer was not entitled to be indemnified by
Charter Capital as authorized in the by-laws of Charter Capital. The
indemnification and advancement of expenses provided by, or granted pursuant to,
the by-laws of Charter Capital will not be deemed exclusive and are declared
expressly to be non-exclusive of any other rights to which those seeking
indemnification or advancements of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity

II-1

while holding an office, and, unless otherwise provided when authorized or
ratified, will continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.

INDEMNIFICATION UNDER THE DELAWARE GENERAL CORPORATION LAW

Section 145 of the Delaware General Corporation Law, authorizes a
corporation to indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that the person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit or proceeding, if the person
acted in good faith and in a manner the person reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful. In addition, the Delaware General Corporation Law does not
permit indemnification in any threatened, pending or completed action or suit by
or in the right of the corporation in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses, which such court
shall deem proper. To the extent that a present or former director or officer of
a corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter, such person shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by such person. Indemnity is
mandatory to the extent a claim, issue or matter has been successfully defended.
The Delaware General Corporation Law also allows a corporation to provide for
the elimination or limit of the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director

(i) for any breach of the director's duty of loyalty to the corporation or
its stockholders,

(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,

(iii) for unlawful payments of dividends or unlawful stock purchases or
redemptions, or

(iv) for any transaction from which the director derived an improper
personal benefit. These provisions will not limit the liability of
directors or officers under the federal securities laws of the United
States.

II-2

ITEM 21. EXHIBITS AND FINANCIAL SCHEDULES.

EXHIBITS

Exhibits are listed by numbers corresponding to the Exhibit Table of Item
601 in Regulation S-K.

EXHIBIT DESCRIPTION
- ------- -----------

1.1 Purchase Agreement relating to 9,625% Senior Notes due 2009,
10.000% Senior Notes due 2011 and 12.125% Senior Discount
Notes due 2012, dated January 8, 2002 (Incorporated by
reference to Exhibit 10.1 to the report on Form 8-K of
Charter Communications, Inc. filed on January 15, 2002 (File
No. 000-27927)).
2.1 Merger Agreement, dated March 31, 1999, by and between
Charter Communications Holdings, LLC and Marcus Cable
Holdings, LLC (Incorporated by reference to Exhibit 2.1 to
Amendment No. 2 to the registration statement on Form S-4 of
Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on June
22, 1999 (File No. 333-77499)).
2.2(a) Asset and Stock Purchase Agreement, dated April 20, 1999,
between InterMedia Partners of West Tennessee, L.P. and
Charter Communications, LLC (Incorporated by reference to
Exhibit 2.6(a) to Amendment No. 2 to the registration
statement on Form S-4 of Charter Communications Holdings,
LLC and Charter Communications Holdings Capital Corporation
filed on June 22, 1999 (File No. 333-77499)).
2.2(b) Stock Purchase Agreement, dated April 20, 1999, between TCID
1P-V, Inc. and Charter Communications, LLC (Incorporated by
reference to Exhibit 2.6(b) to Amendment No. 2 to the
registration statement on Form S-4 of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on June 22, 1999 (File No. 333-77499)).
2.2(c) RMG Purchase Agreement, dated as of April 20, 1999, between
Robin Media Group, Inc., InterMedia Partners of West
Tennessee, L.P. and Charter RMG, LLC (Incorporated by
reference to Exhibit 2.6(c) to Amendment No. 2 to the
registration statement on Form S-4 of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on June 22, 1999 (File No. 333-77499)).
2.2(d) Asset Exchange Agreement, dated April 20, 1999, among
InterMedia Partners Southeast, Charter Communications, LLC,
Charter Communications Properties, LLC, and Marcus Cable
Associates, L.L.C. (Incorporated by reference to Exhibit
2.6(d) to Amendment No. 2 to the registration statement on
Form S-4 of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on June
22, 1999 (File No. 333-77499)).
2.2(e) Amendment to Asset Exchange Agreement, made as of October 1,
1999, by and among InterMedia Partners Southeast and Charter
Communications, LLC, Charter Communications Properties, LLC
and Marcus Cable Associates, L.L.C. (Incorporated by
reference to Exhibit 2.6(f) to Amendment No. 3 to the
registration statement on Form S-1 of Charter
Communications, Inc. filed on October 18, 1999 (File No.
333-83887)).
2.2(f) Asset Exchange Agreement, dated April 20, 1999, among
InterMedia Partners, a California Limited Partnership,
Brenmor Cable Partners, L.P. and Robin Media Group, Inc.
(Incorporated by reference to Exhibit 2.6(e) to Amendment
No. 2 to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on June 22, 1999 (File
No. 333-77499)).

II-3

EXHIBIT DESCRIPTION
- ------- -----------

2.2(g) Common Agreement, dated April 20, 1999, between InterMedia
Partners, InterMedia Partners Southeast, InterMedia Partners
of West Tennessee, L.P., InterMedia Capital Partners IV,
L.P., InterMedia Partners IV, L.P., Brenmor Cable Partners,
L.P., TCID IP-V, Inc., Charter Communications, LLC, Charter
Communications Properties, LLC, Marcus Cable Associates,
L.L.C. and Charter RMG, LLC (Incorporated by reference to
Exhibit 2.6(f) to Amendment No. 3 to the registration
statement on Form S-4 of Charter Communications Holdings,
LLC and Charter Communications Holdings Capital Corporation
filed on July 2, 1999 (File No. 333-77499)). (Portions of
this exhibit have been omitted pursuant to a request for
confidential treatment.)
2.3(a) Purchase and Sale Agreement, dated as of April 26, 1999, by
and among InterLink Communications Partners, LLLP, the
sellers listed therein and Charter Communications, Inc. (now
called Charter Investment, Inc.) (Incorporated by reference
to Exhibit 2.7(a) to Amendment No. 2 to the registration
statement on Form S-4 of Charter Communications Holdings,
LLC and Charter Communications Holdings Capital Corporation
filed on June 22, 1999 (File No. 333-77499)).
2.3(b) Purchase and Sale Agreement, dated as of April 26, 1999, by
and among Rifkin Acquisition Partners, L.L.L.P., the sellers
listed therein and Charter Communications, Inc. (now called
Charter Investment, Inc.) (Incorporated by reference to
Exhibit 2.7(b) to Amendment No. 4 to the registration
statement on Form S-4 of Charter Communications Holdings,
LLC and Charter Communications Holdings Capital Corporation
filed on July 22, 1999 (File No. 333-77499)).
2.3(c) RAP Indemnity Agreement, dated April 26, 1999, by and among
the sellers listed therein and Charter Communications, Inc.
(now called Charter Investment, Inc.) (Incorporated by
reference to Exhibit 2.7(c) to Amendment No. 4 to the
registration statement on Form S-4 of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on July 22, 1999 (File No. 333-77499)).
2.3(d) Assignment of Purchase Agreement with InterLink
Communications Partners, LLLP, dated as of June 30, 1999, by
and between Charter Communications, Inc. (now called Charter
Investment, Inc.) and Charter Communications Operating, LLC
(Incorporated by reference to Exhibit 2.7(d) to Amendment
No. 4 to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on July 22, 1999 (File
No. 333-77499)).
2.3(e) Assignment of Purchase Agreement with Rifkin Acquisition
Partners L.L.L.P., dated as of June 30, 1999, by and between
Charter Communications, Inc. (now called Charter Investment,
Inc.) and Charter Communications Operating, LLC
(Incorporated by reference to Exhibit 2.7(e) to Amendment
No. 4 to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on July 22, 1999 (File
No. 333-77499)).
2.3(f) Assignment of RAP Indemnity Agreement, dated as of June 30,
1999, by and between Charter Communications, Inc. (now
called Charter Investment, Inc.) and Charter Communications
Operating, LLC (Incorporated by reference to Exhibit 2.7(f)
to Amendment No. 4 to the registration statement on Form S-4
of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on July
22, 1999 (File No. 333-77499)).

II-4

EXHIBIT DESCRIPTION
- ------- -----------

2.3(g) Amendment to the Purchase Agreement with InterLink
Communications Partners, LLLP, dated June 29, 1999
(Incorporated by reference to Exhibit 2.7(g) to Amendment
No. 6 to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on August 27, 1999 (File
No. 333-77499)).
2.3(h) Contribution Agreement, dated as of September 14, 1999, by
and among Charter Communications Operating, LLC, Charter
Communications Holding Company, LLC, Charter Communications,
Inc., Paul G. Allen and the certain other individuals and
entities listed on the signature pages thereto (Incorporated
by reference to Exhibit 2.7(h) to Amendment No. 3 to the
registration statement on Form S-1 of Charter
Communications, Inc. filed on October 18, 1999 (File No.
333-83887)).
2.3(i) Form of First Amendment to the Contribution Agreement dated
as of September 14, 1999, by and among Charter
Communications Operating, LLC, Charter Communications
Holding Company, LLC, Charter Communications, Inc. and Paul
G. Allen (Incorporated by reference to Exhibit 2.7(i) to
Amendment No. 5 to the registration statement on Form S-1 of
Charter Communications, Inc. filed on November 4, 1999 (File
No. 333-83887)).
2.4 Contribution and Sale Agreement dated as of December 30,
1999, by and among Charter Communications Holding Company,
LLC, CC VII Holdings, LLC and Charter Communications VII,
LLC (Incorporated by reference to Exhibit 2.8 to the report
on Form 8-K of Charter Communications Holdings, LLC and
Charter Communications Holdings Capital Corporation filed on
January 18, 2000 (File No. 333-77499)).
2.5 Contribution and Sale Agreement dated as of December 30,
1999, by and among Charter Communications Holding Company,
LLC and Charter Communications Holdings, LLC (Incorporated
by reference to Exhibit 2.9 to the report on Form 8-K of
Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on January
18, 2000 (File No. 333-77499)).
2.6(a) Securities Purchase Agreement, dated May 13, 1999, by and
between Avalon Cable Holdings LLC, Avalon Investors, L.L.C.,
Avalon Cable of Michigan Holdings, Inc. and Avalon Cable LLC
and Charter Communications Holdings LLC and Charter
Communications, Inc. (now called Charter Investment, Inc.)
(Incorporated by reference to Exhibit 2.2 to Amendment No. 1
to the registration statement on Form S-4 of Avalon Cable of
Michigan LLC, Avalon Cable of Michigan Inc., Avalon Cable of
New England LLC and Avalon Cable Finance Inc. filed on May
28, 1999 (File No. 333-75453)).
2.6(b) Assignment and Contribution Agreement, entered into as of
October 11, 1999 by and between Charter Communications
Holding Company, LLC and Charter Communications, Inc.
(Incorporated by reference to Exhibit 2.8(b) to Amendment
No. 3 to the registration statement on Form S-1 of Charter
Communications, Inc. filed on October 18, 1999 (File No.
333-83887)).
2.6(c) Assignment Agreement effective as of June 16, 1999, by and
among Charter Communications, Inc., Charter Communications
Holdings LLC, Charter Communications Holding Company, LLC,
Avalon Cable Holdings LLC, Avalon Investors, L.L.C., Avalon
Cable of Michigan Holdings, Inc. and Avalon Cable LLC
(Incorporated by reference to Exhibit 2.8(c) to Amendment
No. 3 to the registration statement on Form S-1 of Charter
Communications, Inc. filed on October 18, 1999 (File No.
333-83887)).

II-5

EXHIBIT DESCRIPTION
- ------- -----------

2.7(a) Purchase and Contribution Agreement, dated as of May 26,
1999, by and among Falcon Communications, L.P., Falcon
Holding Group, L.P., TCI Falcon Holdings, LLC, Falcon Cable
Trust, Falcon Holding Group, Inc. and DHN Inc. and Charter
Communications, Inc. (now called Charter Investment, Inc.)
(Incorporated by reference to Exhibit 2.9 to Amendment No. 2
to the registration statement on Form S-1 of Charter
Communications, Inc. filed on September 28, 1999 (File No.
333-83887)).
2.7(b) First Amendment to Purchase and Contribution Agreement,
dated as of June 22, 1999, by and among Charter
Communications, Inc., Charter Communications Holding
Company, LLC, Falcon Communications, L.P., Falcon Holding
Group, L.P., TCI Falcon Holdings, LLC, Falcon Cable Trust,
Falcon Holding Group, Inc. and DHN Inc. (Incorporated by
reference to Exhibit 10.37 to the quarterly report on Form
10-Q filed by Falcon Communications, L.P. and Falcon Funding
Corporation on August 13, 1999 (File Nos. 033-60776 and
333-55755)).
2.7(c) Form of Second Amendment to Purchase And Contribution
Agreement, dated as of October 27, 1999, by and among
Charter Investment, Inc., Charter Communications Holding
Company, LLC, Falcon Communications, L.P., Falcon Holding
Group, L.P., TCI Falcon Holdings, LLC, Falcon Holding Group,
Inc. and DHN Inc. (Incorporated by reference to Exhibit
2.9(b) to Amendment No. 5 to the registration statement on
Form S-1 of Charter Communications, Inc. filed on November
4, 1999 (File No. 333-83887)).
2.7(d) Third Amendment to Purchase and Contribution Agreement dated
as of November 12, 1999, by and among Charter
Communications, Inc., Falcon Communications L.P., Falcon
Holdings Group, L.P., TCI Falcon Holdings, LLC, Falcon Cable
Trust, Falcon Holding Group, Inc. and DHN Inc. (Incorporated
by reference to Exhibit 2.4 to the report on Form 8-K of CC
VII Holdings, LLC and Falcon Funding Corporation filed on
November 26, 1999 (File No. 033-60776 and 333-55755)).
2.8(a) Purchase Agreement, dated as of May 21, 1999, among
Blackstone TWF Capital Partners, L.P., Blackstone TWF
Capital Partners A L.P., Blackstone TWF Capital Partners B
L.P., Blackstone TWF Family Investment Partnership, L.P.,
RCF Carry, LLC, Fanch Management Partners, Inc., PBW Carried
Interest, Inc., RCF Indiana Management Corp, The Robert C.
Fanch Revocable Trust, A. Dean Windry, Thomas Binning, Jack
Pottle, SDG/Michigan Communications Joint Venture, Fanch-JV2
Master Limited Partnership, Cooney Cable Associates of Ohio,
Limited Partnership, North Texas Cablevision, LTD., Post
Cablevision of Texas, Limited Partnership, Spring Green
Communications, L.P., Fanch-Narragansett CSI Limited
Partnership, and Fanch Cablevision of Kansas General
Partnership and Charter Communications, Inc. (now called
Charter Investment, Inc.) (Incorporated by reference to
Exhibit 2.10 to Amendment No. 2 to the registration
statement on Form S-1 of Charter Communications, Inc. filed
on September 28, 1999 (File No. 333-83887)).
2.8(b) Assignment of Purchase Agreement by and between Charter
Investment, Inc. and Charter Communications Holding Company,
LLC, effective as of September 21, 1999 (Incorporated by
reference to Exhibit 2.10(b) Amendment No. 3 to the
registration statement on Form S-1 of Charter
Communications, Inc. filed on October 18, 1999 (File No.
333-83887)).

II-6

EXHIBIT DESCRIPTION
- ------- -----------

2.9(a) Purchase and Contribution Agreement, entered into as of June
1999, by and among BCI (USA), LLC, William Bresnan,
Blackstone BC Capital Partners L.P., Blackstone BC Offshore
Capital Partners L.P., Blackstone Family Investment
Partnership III L.P., TCID of Michigan, Inc. and TCI Bresnan
LLC and Charter Communications Holding Company, LLC (now
called Charter Investment, Inc.) (Incorporated by reference
to Exhibit 2.11 to Amendment No. 2 to the registration
statement on Form S-1 of Charter Communications, Inc. filed
on September 28, 1999 (File No. 333-83887)).
2.9(b) First Amendment to Purchase and Contribution Agreement dated
as of February 14, 2000, by and among BCI (USA), LLC,
William J. Bresnan, Blackstone BC Capital Partners L.P.,
Blackstone BC Offshore Capital Partners, L.P., Blackstone
Family Media III L.P. (as assignee of Blackstone Family
Investment III, L.P.), TCID of Michigan, Inc., TCI Bresnan,
LLC and Charter Communications Holding Company, LLC.
(Incorporated by reference to Exhibit 2.11(a) to the current
report on Form 8-K filed by Charter Communications, Inc. on
February 29, 2000 (File No. 000-27927)).
2.10(a) Asset Purchase Agreement, dated as of February 26, 2001,
among Marcus Cable of Alabama, L.L.C., on the one hand, and
TCI of Selma, Inc., TCI of Lee County, Inc., TCI Cablevision
of Alabama, Inc., Alabama T.V. Cable, Inc. and TCI
Southeast, Inc., on the other hand (Incorporated by
reference to Exhibit 2.14(a) to the annual report of Form
10-K of Charter Communications, Inc. filed on March 6, 2001
(File No. 000-27927)).
2.10(b) Reorganization Agreement, dated as of February 26, 2001,
among Charter Communications, Inc., on the one hand, and TCI
TKR of Alabama, Inc. and TCI Southeast, Inc., on the other
hand (Incorporated by reference to Exhibit 2.14(b) to the
annual report of Form 10-K of Charter Communications, Inc.
filed on March 6, 2001 (File No. 000-27927)).
2.10(c) Asset Purchase Agreement, dated as of February 26, 2001,
among Falcon Cable Systems Company II, L.P., on the one
hand, and AT&T Broadband, LLC, Communication Services, Inc.,
Ohio Cablevision Network, Inc., TCI Cablevision of
California, Inc. and TCI Washington Associates, L.P., on the
other hand (Incorporated by reference to Exhibit 2.14(c) to
the annual report of Form 10-K of Charter Communications,
Inc. filed on March 6, 2001 (File No. 000-27927)).
2.10(d) Reorganization Agreement, dated as of February 26, 2001,
among Charter Communications, Inc., on the one hand, and TCI
Cablevision of Nevada, Inc. and TCI West, Inc., on the other
hand (Incorporated by reference to Exhibit 2.14(d) to the
annual report of Form 10-K of Charter Communications, Inc.
filed on March 6, 2001 (File No. 000-27927)).
2.10(e) Asset Purchase Agreement, dated as of February 26, 2001,
among Charter Communications, Inc., Interlink Communications
Partners, LLC, Charter Communications, LLC and Falcon Cable
Media, on the one hand, and TCI Cable Partners of St. Louis,
L.P. and TCI Cablevision of Missouri, Inc., on the other
hand (Incorporated by reference to Exhibit 2.14(e) to the
annual report of Form 10-K of Charter Communications, Inc.
filed on March 6, 2001 (File No. 000-27927)).

II-7

EXHIBIT DESCRIPTION
- ------- -----------

2.10(f) Asset Purchase Agreement, dated as of February 26, 2001,
among Charter Communications Entertainment I, LLC, on the
one hand, and St. Louis Tele-Communications, Inc., TCI Cable
Partners of St. Louis, L.P., TCI Cablevision of Missouri,
Inc., TCI of Illinois, Inc., TCI TKR of Central Florida,
Inc. and TCI Holdings, Inc., on the other hand (Incorporated
by reference to Exhibit 2.14(f) to the annual report of Form
10-K of Charter Communications, Inc. filed on March 6, 2001
(File No. 000-27927)).
2.10(g) Agreement Regarding Closing Matters, dated as of February
26, 2001, among Charter Communications, Inc., on behalf of
itself, Marcus Cable of Alabama, L.L.C., Falcon Cable
Systems Company II, L.P., Interlink Communications Partners,
LLC, Charter Communications, LLC, Falcon Cable Media, and
Charter Communications Entertainment I, LLC, on the one
hand, and AT&T Broadband, LLC, on behalf of itself, TCI TKR
of Alabama, Inc., TCI of Selma, Inc., TCI of Lee County, TCI
Cablevision of Alabama, Inc. and Alabama T.V. Cable, Inc.,
TCI Southeast, Inc., TCI Cablevision of Nevada, Inc., TCI
West, Inc., Communications Services, Inc., Ohio Cablevision
Network, Inc., TCI Cablevision of California, Inc., TCI
Washington Associates, LP., TCI of Illinois, Inc., TCI
Cablevision of Missouri, Inc., St. Louis
Tele-Communications, Inc., TCI Cable Partners of St. Louis,
L.P., TCI TKR of Central Florida, Inc. and TCI Holdings,
Inc., on the other hand (Incorporated by reference to
Exhibit 2.14(g) to the annual report of Form 10-K of Charter
Communications, Inc. filed on March 6, 2001 (File No.
000-27927)).
2.10(h) First Amendment to Asset Purchase Agreement, dated as of
June 30, 2001, among Marcus Cable of Alabama, L.L.C., on the
one hand, and TCI of Selma, Inc., TCI of Lee County, Inc.,
TCI Cablevision of Alabama, Inc., Alabama T.V. Cable, Inc.
and TCI Southeast, Inc., on the other hand (Incorporated by
reference to Exhibit 2.1(a) to the quarterly report on Form
10-Q filed by Charter Communications, Inc. on November 14,
2001 (File No. 000-27927)).
2.10(i) First Amendment to Reorganization Agreement, dated as of
June 30, 2001, among Marcus Cable of Alabama, L.L.C., as
assignee of Charter Communications, Inc., on the one hand,
and TCI TKR of Alabama, Inc. and TCI Southeast, Inc., on the
other hand (Incorporated by reference to Exhibit 2.1(b) to
the quarterly report on Form 10-Q filed by Charter
Communications, Inc. on November 14, 2001 (File No.
000-27927)).
2.10(j) Assignment Letter Agreement, dated as of June 30, 2001,
between Charter Communications, Inc. and Marcus Cable of
Alabama, L.L.C. (Incorporated by reference to Exhibit
2.14(h) to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on July 13, 2001 (File
No. 333-65094)).
2.10(k) First Amendment to Asset Purchase Agreement, dated as of
June 30, 2001, among Falcon Cable Systems Company II, L.P.,
on the one hand, and AT&T Broadband, LLC, Communication
Services, Inc., Ohio Cablevision Network, Inc., TCI
Cablevision of California, Inc. and TCI Washington
Associates, L.P., on the other hand (Incorporated by
reference to Exhibit 2.1(c) to the quarterly report on Form
10-Q filed by Charter Communications, Inc. on November 14,
2001 (File No. 000-27927)).
2.10(l) First Amendment to Reorganization Agreement, dated as of
June 30, 2001, among Falcon Cable Systems Company II, L.P.,
as assignee of Charter Communications, Inc., on the one
hand, and TCI Cablevision of Nevada, Inc. and TCI West,
Inc., on the other hand (Incorporated by reference to
Exhibit 2.1(d) to the quarterly report on Form 10-Q filed by
Charter Communications, Inc. on November 14, 2001 (File No.
000-27927)).

II-8

EXHIBIT DESCRIPTION
- ------- -----------

2.10(m) Assignment Letter Agreement, dated as of June 30, 2001,
between Charter Communications, Inc. and Falcon Cable
Systems Company II, L.P. (Incorporated by reference to
Exhibit 2.14(i) to the registration statement on Form S-4 of
Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on July
13, 2001 (File No. 333-65094)).
2.10(n) First Amendment to Asset Purchase Agreement, dated as of
June 30, 2001, among Charter Communications, Inc., Interlink
Communications Partners, LLC, Charter Communications, LLC
and Falcon Cable Media, on the one hand, and TCI Cable
Partners of St. Louis, L.P. and TCI Cablevision of Missouri,
Inc., on the other hand (Incorporated by reference to
Exhibit 2.1(e) to the quarterly report on Form 10-Q filed by
Charter Communications, Inc. on November 14, 2001 (File No.
000-27927)).
2.10(o) First Amendment to Asset Purchase Agreement, dated as of
June 30, 2001, among Charter Communications Entertainment I,
LLC, on the one hand, and St. Louis Tele-Communications,
Inc., TCI Cable Partners of St. Louis, L.P., TCI Cablevision
of Missouri, Inc., TCI of Illinois, Inc., TCI TKR of Central
Florida, Inc. and TCI Holdings, Inc., on the other hand
(Incorporated by reference to Exhibit 2.1(f) to the
quarterly report on Form 10-Q filed by Charter
Communications, Inc. on November 14, 2001 (File No.
000-27927)).
2.10(p) First Amendment to Agreement Regarding Closing Matters,
dated as of June 30, 2001, among Charter Communications,
Inc., on behalf of itself, Marcus Cable of Alabama, L.L.C.,
Falcon Cable Systems Company II, L.P., Interlink
Communications Partners, LLC, Charter Communications, LLC,
Falcon Cable Media, and Charter Communications Entertainment
I, LLC, on the one hand, and AT&T Broadband, LLC, on behalf
of itself, TCI TKR of Alabama, Inc., TCI of Selma, Inc., TCI
of Lee County, TCI Cablevision of Alabama, Inc. and Alabama
T.V. Cable, Inc., TCI Southeast, Inc., TCI Cablevision of
Nevada, Inc., TCI West, Inc., Communications Services, Inc.,
Ohio Cablevision Network, Inc., TCI Cablevision of
California, Inc., TCI Washington Associates, LP., TCI of
Illinois, Inc., TCI Cablevision of Missouri, Inc., St. Louis
Tele-Communications, Inc., TCI Cable Partners of St. Louis,
L.P., TCI TKR of Central Florida, Inc. and TCI Holdings,
Inc., on the other hand (Incorporated by reference to
Exhibit 2.1(g) to the quarterly report on Form 10-Q filed by
Charter Communications, Inc. on November 14, 2001 (File No.
000-27927)).
2.11(a) Asset Purchase Agreement, dated as of September 28, 2001,
between High Speed Access Corp. and Charter Communications
Holding Company, LLC (including as Exhibit A, the Form of
Voting Agreement, as Exhibit B, the form of Management
Agreement, as Exhibit C, the form of License Agreement, and
as Exhibit D, the Form of Billing Letter Agreement)
(Incorporated by reference to Exhibit 10.1 to Amendment No.
6 to Schedule 13D filed by Charter Communications, Inc. and
others with respect to High Speed Access Corp., filed on
October 1, 2001 (File No. 005-56431)).
2.11(b) Services and Management Agreement, dated as of September 28,
2001, between High Speed Access Corp. and Charter
Communications, Inc. (Incorporated by reference to Exhibit
10.2 to Amendment No. 6 to Schedule 13D filed by Charter
Communications, Inc. and others with respect to High Speed
Access Corp., filed on October 1, 2001 (File No.
005-56431)).

II-9

EXHIBIT DESCRIPTION
- ------- -----------

2.11(c) License Agreement, dated as of September 28, 2001, between
High Speed Access Corp., HSA International, Inc. and Charter
Communications Holding Company, LLC. (Incorporated by
reference to Exhibit 10.3 to Amendment No. 6 to Schedule 13D
filed by Charter Communications, Inc. and others with
respect to High Speed Access Corp., filed on October 1, 2001
(File No. 005-56431)).
2.11(d) Stock Purchase Agreement, dated as of September 28, 2001, by
and among Vulcan Ventures Incorporated and Charter
Communications Holding Company, LLC. (Incorporated by
reference to Exhibit 10.4 to Amendment No. 6 to Schedule 13D
filed by Charter Communications, Inc. and others with
respect to High Speed Access Corp., filed on October 1, 2001
(File No. 005-56431)).
2.11(e) Voting Agreement, dated as of September 28, 2001, between
High Speed Access Corp, Charter Communications Ventures,
LLC, Vulcan Ventures Incorporated and certain directors
party thereto (Incorporated by reference to Exhibit 10.5 to
Amendment No. 6 to Schedule 13D filed by Charter
Communications, Inc. and others with respect to High Speed
Access Corp., filed on October 1, 2001 (File No.
005-56431)).
2.11(f) Assignment and Consent, dated as of December 20, 2001, by
and among Vulcan Ventures Incorporated, CC Systems, LLC and
Charter Communications Holding Company, LLC. (Incorporated
by reference to Exhibit 10.6 to Amendment No. 8 to Schedule
13D filed by Charter Communications, Inc. and others with
respect to High Speed Access Corp., filed on December 21,
2001 (File No. 005-56431)).
3.1 Certificate of Formation of Charter Communications Holdings,
LLC (Incorporated by reference to Exhibit 3.1 to Amendment
No. 2 to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on June 22, 1999 (File
No. 333-77499)).
3.2 Amended and Restated Limited Liability Company Agreement of
Charter Communications Holdings, LLC, dated as of October
30, 2001 (Incorporated by reference to Exhibit 3.2 to the
annual report of Form 10-K of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on March 29, 2001 (File No. 333-77499)).
3.3 Certificate of Incorporation of Charter Communications
Holdings Capital Corporation (Incorporated by reference to
Exhibit 3.3 to Amendment No. 2 to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and
Charter Communications Holdings Capital Corporation filed on
June 22, 1999 (File No. 333-77499)).
3.4(a) By-Laws of Charter Communications Holdings Capital
Corporation (Incorporated by reference to Exhibit 3.4 to
Amendment No. 2 to the registration statement on Form S-4 of
Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on June
22, 1999 (File No. 333-77499)).
3.4(b) Amendment to By-Laws of Charter Communications Holdings
Capital Corporation, dated as of October 30, 2001
(Incorporated by reference to Exhibit 3.4(b) to the annual
report of Form 10-K of Charter Communications Holdings, LLC
and Charter Communications Holdings Capital Corporation
filed on March 29, 2001 (File No. 333-77499)).

II-10

EXHIBIT DESCRIPTION
- ------- -----------

4.1 Indenture, dated as of April 9, 1998, by and among
Renaissance Media (Louisiana) LLC, Renaissance Media
(Tennessee) LLC, Renaissance Media Capital Corporation,
Renaissance Media Group LLC and United States Trust Company
of New York, as trustee (Incorporated by reference to
Exhibit 4.1 to the registration statement on Forms S-4 of
Renaissance Media Group LLC, Renaissance Media (Tennessee)
LLC, Renaissance Media (Louisiana) LLC and Renaissance Media
Capital Corporation filed on June 12, 1998 (File No.
333-56679)).
4.2(a) Indenture, dated as of December 10, 1998, by and among
Avalon Cable of Michigan Holdings, Inc., Avalon Cable LLC
and Avalon Cable Holdings Finance, Inc., as issuers and The
Bank of New York, as trustee for the Notes (Incorporated by
reference to Exhibit 4.1 to Amendment No. 1 to the
registration statement on Form S-4 of Avalon Cable LLC,
Avalon Cable Holdings Finance, Inc., Avalon Cable of
Michigan Holdings, Inc. and Avalon Cable of Michigan, Inc.
filed on May 28, 1999 (File Nos. 333-75415 and 333-75453)).
4.2(b) Supplemental Indenture, dated as of March 26, 1999, by and
among Avalon Cable of Michigan Holdings, Inc., Avalon Cable
LLC and Avalon Cable Holdings Finance, Inc., as issuers,
Avalon Cable of Michigan, Inc., as guarantor, and The Bank
of New York, as trustee for the Notes (Incorporated by
reference to Exhibit 4.2 to Amendment No. 1 to the
registration statement on Form S-4 of Avalon Cable LLC,
Avalon Cable Holdings Finance, Inc., Avalon Cable of
Michigan Holdings, Inc. and Avalon Cable of Michigan, Inc.
filed on May 28, 1999 (File Nos. 333-75415 and 333-75453)).
4.3 Indenture relating to the 8.250% Senior Notes due 2007,
dated as of March 17, 1999, between Charter Communications
Holdings, LLC, Charter Communications Holdings Capital
Corporation and Harris Trust and Savings Bank (Incorporated
by reference to Exhibit 4.1(a) to Amendment No. 2 to the
registration statement on Form S-4 of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on June 22, 1999 (File No. 333-77499)).
4.4 Indenture relating to the 8.625% Senior Notes due 2009,
dated as of March 17, 1999, among Charter Communications
Holdings, LLC, Charter Communications Holdings Capital
Corporation and Harris Trust and Savings Bank (Incorporated
by reference to Exhibit 4.2(a) to Amendment No. 2 to the
registration statement on Form S-4 of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on June 22, 1999 (File No. 333-77499)).
4.5 Indenture relating to the 9.920% Senior Discount Notes due
2011, dated as of March 17, 1999, among Charter
Communications Holdings, LLC, Charter Communications
Holdings Capital Corporation and Harris Trust and Savings
Bank (Incorporated by reference to Exhibit 4.3(a) to
Amendment No. 2 to the registration statement on Form S-4 of
Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on June
22, 1999 (File No. 333-77499)).
4.6 Indenture relating to the 10.00% Senior Notes due 2009,
dated as of January 12, 2000, between Charter Communications
Holdings, LLC, Charter Communications Holdings Capital
Corporation and Harris Trust and Savings Bank (Incorporated
by reference to Exhibit 4.1(a) to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and
Charter Communications Holdings Capital Corporation filed on
January 25, 2000 (File No. 333-95351)).

II-11

EXHIBIT DESCRIPTION
- ------- -----------

4.7 Indenture relating to the 10.25% Senior Notes due 2010,
dated as of January 12, 2000, among Charter Communications
Holdings, LLC, Charter Communications Holdings Capital
Corporation and Harris Trust and Savings Bank (Incorporated
by reference to Exhibit 4.2(a) to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and
Charter Communications Holdings Capital Corporation filed on
January 25, 2000 (File No. 333-95351)).
4.8 Indenture relating to the 11.75% Senior Discount Notes due
2010, dated as of January 12, 2000, among Charter
Communications Holdings, LLC, Charter Communications
Holdings Capital Corporation and Harris Trust and Savings
Bank (Incorporated by reference to Exhibit 4.3(a) to the
registration statement on Form S-4 of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on January 25, 2000 (File No. 333-95351)).
4.9 Indenture dated as of January 10, 2001 between Charter
Communications Holdings, LLC, Charter Communications
Holdings Capital Corporation and BNY Midwest Trust Company
as Trustee governing 10 3/4% senior notes due 2009
(Incorporated by reference to Exhibit 4.2(a) to the
registration statement on Form S-4 of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on February 2, 2001 (File No. 333-54902)).
4.10 Indenture dated as of January 10, 2001 between Charter
Communications Holdings, LLC, Charter Communications
Holdings Capital Corporation and BNY Midwest Trust Company
as Trustee governing 11 1/8% senior notes due 2011
(Incorporated by reference to Exhibit 4.2(b) to the
registration statement on Form S-4 of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on February 2, 2001 (File No. 333-54902)).
4.11 Indenture dated as of January 10, 2001 between Charter
Communications Holdings, LLC, Charter Communications
Holdings Capital Corporation and BNY Midwest Trust Company
as Trustee governing 13 1/2% senior discount notes due 2011
(Incorporated by reference to Exhibit 4.2(c) to the
registration statement on Form S-4 of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on February 2, 2001 (File No. 333-54902)).
4.12(a) Indenture dated as of May 15, 2001 between Charter
Communications Holdings, LLC, Charter Communications
Holdings Capital Corporation and BNY Midwest Trust Company
as Trustee governing 9.625% Senior Notes due 2009.
(Incorporated by reference to Exhibit 10.2(a) to the current
report on Form 8-K filed by Charter Communications, Inc. on
June 1, 2001 (File No. 000-27927)).
4.12(b) First Supplemental Indenture dated as of January 14, 2002
between Charter Communications Holdings, LLC, Charter
Communications Holdings Capital Corporation and BNY Midwest
Trust Company as Trustee governing 9.625% Senior Notes due
2009 (Incorporated by reference to Exhibit 10.2(a) to the
current report on Form 8-K filed by Charter Communications,
Inc. on January 15, 2002 (File No. 000-27927)).

II-12

EXHIBIT DESCRIPTION
- ------- -----------

4.12(c) Exchange and Registration Rights Agreement relating to
9.625% Senior Notes due 2009, dated as of January 14, 2002,
among Charter Communications Holding Company, LLC, Charter
Communications Capital Corporation, Salomon Smith Barney
Inc., Banc of America Securities LLC, J.P. Morgan Securities
Inc., Fleet Securities, Inc., TD Securities (USA) Inc., BMO
Nesbitt Burns Corp., Credit Lyonnais Securities (USA) Inc.,
RBC Dominion Securities Corporation, Scotia Capital (USA)
Inc., SunTrust Capital Markets, Inc., U.S. Bancorp Piper
Jaffray Inc., ABN AMRO Incorporated, First Union Securities,
Inc., CIBC World Markets Corp. and Dresdner Kleinwort
Wasserstein -- Grantchester, Inc. (Incorporated by reference
to Exhibit 10.2(b) to the current report on Form 8-K filed
by Charter Communications, Inc. on January 15, 2002 (File
No. 000-27927)).
4.13(a) Indenture dated as of May 15, 2001 between Charter
Communications Holdings, LLC, Charter Communications
Holdings Capital Corporation and BNY Midwest Trust Company
as Trustee governing 10.000% Senior Notes due 2011.
(Incorporated by reference to Exhibit 10.3(a) to the current
report on Form 8-K filed by Charter Communications, Inc. on
June 1, 2001 (File No. 000-27927)).
4.13(b) First Supplemental Indenture dated as of January 14, 2002
between Charter Communications Holdings, LLC, Charter
Communications Holdings Capital Corporation and BNY Midwest
Trust Company as Trustee governing 10.000% Senior Notes due
2011 (Incorporated by reference to Exhibit 10.3(a) to the
current report on Form 8-K filed by Charter Communications,
Inc. on January 15, 2002 (File No. 000-27927)).
4.13(c) Exchange and Registration Rights Agreement relating to
10.000% Senior Notes due 2011, dated as of January 14, 2002,
among Charter Communications Holding Company, LLC, Charter
Communications Capital Corporation, Salomon Smith Barney
Inc., Banc of America Securities LLC, J.P. Morgan Securities
Inc., Fleet Securities, Inc., TD Securities (USA) Inc., BMO
Nesbitt Burns Corp., Credit Lyonnais Securities (USA) Inc.,
RBC Dominion Securities Corporation, Scotia Capital (USA)
Inc., SunTrust Capital Markets, Inc., U.S. Bancorp Piper
Jaffray Inc., ABN AMRO Incorporated, First Union Securities,
Inc., CIBC World Markets Corp. and Dresdner Kleinwort
Wasserstein -- Grantchester, Inc. (Incorporated by reference
to Exhibit 10.3(b) to the current report on Form 8-K filed
by Charter Communications, Inc. on January 15, 2002 (File
No. 000-27927)).
4.14 Indenture dated as of May 15, 2001 between Charter
Communications Holdings, LLC, Charter Communications
Holdings Capital Corporation and BNY Midwest Trust Company
as Trustee governing 11.750% Senior Discount Notes due 2011.
(Incorporated by reference to Exhibit 10.4(a) to the current
report on Form 8-K filed by Charter Communications, Inc. on
June 1, 2001 (File No. 000-27927)).
4.15(a) Indenture dated as of January 14, 2002 between Charter
Communications Holdings, LLC, Charter Communications
Holdings Capital Corporation and BNY Midwest Trust Company
as Trustee governing 12.125% Senior Discount Notes due 2012
(Incorporated by reference to Exhibit 10.4(a) to the current
report on Form 8-K filed by Charter Communications, Inc. on
January 15, 2002 (File No. 000-27927)).

II-13

EXHIBIT DESCRIPTION
- ------- -----------

4.15(b) Exchange and Registration Rights Agreement relating to
12.125% Senior Discount Notes due 2012, dated as of January
14, 2002, among Charter Communications Holding Company, LLC,
Charter Communications Capital Corporation, Salomon Smith
Barney Inc., Banc of America Securities LLC, J.P. Morgan
Securities Inc., Fleet Securities, Inc., TD Securities (USA)
Inc., BMO Nesbitt Burns Corp., Credit Lyonnais Securities
(USA) Inc., RBC Dominion Securities Corporation, Scotia
Capital (USA) Inc., SunTrust Capital Markets, Inc., U.S.
Bancorp Piper Jaffray Inc., ABN AMRO Incorporated, First
Union Securities, Inc., CIBC World Markets Corp. and
Dresdner Kleinwort Wasserstein -- Grantchester, Inc.
(Incorporated by reference to Exhibit 10.4(b) to the current
report on Form 8-K filed by Charter Communications, Inc. on
January 15, 2002 (File No. 000-27927)).
5.1* Opinion of Irell & Manella LLP regarding legality
8.1* Opinion of Irell & Manella LLP regarding tax matters
10.1(a) Membership Interests Purchase Agreement, dated July 22,
1999, by and between Charter Communications Holding Company,
LLC and Paul G. Allen (Incorporated by reference to Exhibit
10.5 to Amendment No. 6 to the registration statement on
Form S-4 of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on August
27, 1999 (File No. 333-77499)).
10.1(b) Amendment to Membership Interests Purchase Agreement, dated
as of August 10, 1999, by and among Charter Communications
Holding Company, LLC, Vulcan Cable III Inc. and Paul G.
Allen (Incorporated by reference to Exhibit 10.12 to
Amendment No. 6 to the registration statement on Form S-4 of
Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on August
27, 1999 (File No. 333-77499)).
10.2 Consulting Agreement, dated as of March 10, 1999, by and
between Vulcan Northwest Inc., Charter Communications, Inc.
(now called Charter Investment Inc.) and Charter
Communications Holdings, LLC (Incorporated by reference to
Exhibit 10.3 to Amendment No. 4 to the registration
statement on Form S-4 of Charter Communications Holdings,
LLC and Charter Communications Holdings Capital Corporation
filed on July 22, 1999 (File No. 333-77499)).
10.3 Letter Agreement, dated as of July 22, 1999 between Charter
Communications Holding Company, LLC and Charter
Communications Holdings, LLC (Incorporated by reference to
Exhibit 10.10 to Amendment No. 5 to the registration
statement on Form S-4 of Charter Communications Holdings,
LLC and Charter Communications Holdings Capital Corporation
filed on August 10, 1999 (File No. 333-77499)).
10.4 Letter Agreement, dated September 21, 1999, by and among
Charter Communications, Inc., Charter Investment, Inc.,
Charter Communications Holding Company, Inc. and Vulcan
Ventures Inc. (Incorporated by reference to Exhibit 10.22 to
Amendment No. 3 to the registration statement on Form S-1 of
Charter Communications, Inc. filed on October 18, 1999 (File
No. 333-83887)).
10.5 First Amended and Restated Mutual Services Agreement, dated
as of December 21, 2000, by and between Charter
Communications, Inc., Charter Investment, Inc. and Charter
Communications Holding Company, LLC (Incorporated by
reference to Exhibit 10.2(b) to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and
Charter Communications Holdings Capital Corporation filed on
February 2, 2001 (File No. 333-54902)).

II-14

EXHIBIT DESCRIPTION
- ------- -----------

10.6 Form of Consulting Agreement, dated as of December 31, 2000,
by and between Vulcan Ventures Incorporated, Charter
Communications, Inc. and Charter Communications Holding
Company, LLC (Incorporated by reference to Exhibit 10.3 to
the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on February 2, 2001 (File
No. 333-54902)).
10.7 Form of Management Agreement, dated as of November 9, 1999,
by and between Charter Communications Holding Company, LLC
and Charter Communications, Inc. (Incorporated by reference
to Exhibit 10.2(d) to Amendment No. 3 to the registration
statement on Form S-1 of Charter Communications, Inc. filed
on October 18, 1999 (File No. 333-83887)).
10.8(a) Amended and Restated Management Agreement, dated March 17,
1999, between Charter Communications Operating, LLC and
Charter Communications, Inc. (Incorporated by reference to
Exhibit 10.2 to Amendment No. 4 to the registration
statement on Form S-4 of Charter Communications Holdings,
LLC and Charter Communications Holdings Capital Corporation
filed on July 22, 1999 (File No. 333-77499)).
10.8(b) Form of Amended and Restated Management Agreement, dated as
of March 17, 1999, as amended as of November 9, 1999, by and
among Charter Investment, Inc., Charter Communications, Inc.
and Charter Communications Operating, LLC (Incorporated by
reference to Exhibit 10.2(b) to Amendment No. 3 to the
registration statement on Form S-1 of Charter
Communications, Inc. filed on October 18, 1999 (File No.
333-83887)).
10.8(c) Second Amendment to Amended and Restated Management
Agreement, dated as of March 17, 1999, as amended as of
January 1, 2002, by and between Charter Communications
Operating, LLC and Charter Communications, Inc.
(Incorporated by reference to Exhibit 10.8(c) to the annual
report of Form 10-K of Charter Communications, Inc. filed on
March 29, 2001 (File No. 000-27927)).
10.9 Management Agreement, dated as of November 12, 1999, by and
between CC VI Operating Company, LLC and Charter
Communications, Inc. (Incorporated by reference to Exhibit
10.2(d) to Amendment No. 1 to the registration statement on
Form S-4 of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on April
18, 2000 (File No. 333-77499)).
10.10 Management Agreement, dated as of November 12, 1999 by and
between Falcon Cable Communications, LLC and Charter
Communications, Inc. (Incorporated by reference to Exhibit
10.2(e) to Amendment No. 1 to the registration statement on
Form S-4 of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on April
18, 2000 (File No. 333-77499)).
10.11 Form of Exchange Agreement, dated as of November 12, 1999 by
and among Charter Investment, Inc., Charter Communications,
Inc., Vulcan Cable III Inc. and Paul G. Allen (Incorporated
by reference to Exhibit 10.13 to Amendment No. 3 to the
registration statement on Form S-1 of Charter
Communications, Inc. filed on October 18, 1999 (File No.
333-83887)).

II-15

EXHIBIT DESCRIPTION
- ------- -----------

10.12 Form of Registration Rights Agreement, dated as of November
12, 1999, by and among Charter Communications, Inc., Charter
Investment, Inc., Vulcan Cable III Inc., Mr. Paul G. Allen,
Mr. Jerald L. Kent, Mr. Howard L. Wood and Mr. Barry L.
Babcock (Incorporated by reference to Exhibit 10.14 to
Amendment No. 3 to the registration statement on Form S-1 of
Charter Communications, Inc. filed on October 18, 1999 (File
No. 333-83887)).
10.13 Exchange Agreement, dated as of February 14, 2000, by and
among Charter Communications, Inc., BCI (USA), LLC, William
J. Bresnan, Blackstone BC Capital Partners L.P., Blackstone
BC Offshore Capital Partners L.P., Blackstone Family Media,
III L.P. (as assignee of Blackstone Family Investment III
L.P.), TCID of Michigan, Inc., and TCI Bresnan LLC
(Incorporated by reference to Exhibit 10.40 to the current
report on Form 8-K of Charter Communications, Inc. filed on
February 29, 2000 (File No. 000-27927)).
10.14(a) Charter Communications Holdings, LLC 1999 Option Plan
(Incorporated by reference to Exhibit 10.4 to Amendment No.
4 to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on July 22, 1999 (File
No. 333-77499)).
10.14(b) Assumption Agreement regarding Option Plan, dated as of May
25, 1999, by and between Charter Communications Holdings,
LLC and Charter Communications Holding Company, LLC
(Incorporated by reference to Exhibit 10.13 to Amendment No.
6 to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on August 27, 1999 (File
No. 333-77499)).
10.14(c) Form of Amendment No. 1 to the Charter Communications
Holdings, LLC 1999 Option Plan (Incorporated by reference to
Exhibit 10.10(c) to Amendment No. 4 to the registration
statement on Form S-1 of Charter Communications, Inc. filed
on November 1, 1999 (File No. 333-83887)).
10.14(d) Amendment No. 2 to the Charter Communications Holdings, LLC
1999 Option Plan (Incorporated by reference to Exhibit
10.4(c) to the annual report on Form 10-K filed by Charter
Communications, Inc. on March 30, 2000 (File No.
000-27927)).
10.14(e) Amendment No. 3 to the Charter Communications 1999 Option
Plan (Incorporated by reference to Exhibit 10.8(c) to the
annual report of Form 10-K of Charter Communications, Inc.
filed on March 29, 2001 (File No. 000-27927)).
10.15(a) Charter Communications, Inc. 2001 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.25 to the quarterly
report on Form 10-Q filed by Charter Communications, Inc. on
May 15, 2001 (File No. 000-27927)).
10.15(b) Amendment to the Charter Communications, Inc. 2001 Stock
Incentive Plan (Incorporated by reference to Exhibit 10.10
to the quarterly report on Form 10-Q filed by Charter
Communications, Inc. on November 14, 2001 (File No.
000-27927).
10.15(c) Amendment No. 2 to the Charter Communications, Inc. 2001
Stock Incentive Plan effective January 2, 2002 (Incorporated
by reference to Exhibit 10.8(c) to the annual report of Form
10-K of Charter Communications, Inc. filed on March 29, 2001
(File No. 000-27927)).

II-16

EXHIBIT DESCRIPTION
- ------- -----------

10.16(a) Employment Agreement, dated as of August 28, 1998, between
Jerald L. Kent and Paul G. Allen (Incorporated by reference
to Exhibit 10.6 to Amendment No. 5 to the registration
statement on Form S-4 of Charter Communications Holdings,
LLC and Charter Communications Holdings Capital Corporation
filed on August 10, 1999 (File No. 333-77499)).
10.16(b) Assignment of Employment Agreements, dated as of December
23, 1998, between Paul G. Allen and Charter Communications,
Inc. (now called Charter Investment, Inc.) (Incorporated by
reference to Exhibit 10.11 to Amendment No. 6 to the
registration statement on Form S-4 of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on August 27, 1999 (File No. 333-77499)).
10.16(c) Form of Assignment and Assumption Agreement, dated as of
November 4, 1999, by and between Charter Investment, Inc.
and Charter Communications, Inc. (Incorporated by reference
to Exhibit 10.15(c) to Amendment No. 2 to the registration
statement on Form S-1 of Charter Communications, Inc. filed
on September 28, 1999 (File No. 333-83887)).
10.16(d) Agreement, dated as of September 24, 2001, by and between
Jerald Kent and Charter Communications, Inc. (Incorporated
by reference to Exhibit 10.1 to the quarterly report on Form
10-Q filed by Charter Communications, Inc. on November 14,
2001 (File No. 000-27927)).
10.16(e) Option Agreement, dated as of February 9, 1999, between
Jerald L. Kent and Charter Communications Holdings, LLC
(Incorporated by reference to Exhibit 10.9(a) to Amendment
No. 6 to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on August 27, 1999 (File
No. 333-77499)).
10.16(f) Amendment to the Option Agreement, dated as of May 25, 1999,
between Jerald L. Kent and Charter Communications Holding
Company, LLC (Incorporated by reference to Exhibit 10.9(b)
to Amendment No. 6 to the registration statement on Form S-4
of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on August
27, 1999 (File No. 333-77499)).
10.16(g) Form of Amendment to the Option Agreement, dated as of
November 8, 1999, by and among Jerald L. Kent, Charter
Communications Holding Company, LLC and Charter
Communications, Inc. (Incorporated by reference to Exhibit
10.20(c) to Amendment No. 4 to the registration statement on
Form S-1 of Charter Communications, Inc. filed on November
1, 1999 (File No. 333-83887)).
10.17 Letter Agreement, dated May 25, 1999, between Charter
Communications, Inc. and Marc Nathanson (Incorporated by
reference to Exhibit 10.36 to the registration statement on
Form S-4 of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on January
25, 2000 (File No. 333-95351)).
10.18 Form of Consulting Agreement, dated as of November 1, 1999,
by and between Howard L. Wood and Charter Communications,
Inc. (Incorporated by reference to Exhibit 10.17(c) to
Amendment No. 4 to the registration statement on Form S-1 of
Charter Communications, Inc. filed on November 1, 1999 (File
No. 333-83887)).
10.19 Employment Agreement, dated as of September 28, 2001, by and
between Kent D. Kalkwarf and Charter Communications, Inc.
(Incorporated by reference to Exhibit 10.2 to the quarterly
report on Form 10-Q filed by Charter Communications, Inc. on
November 14, 2001 (File No. 000-27927)).

II-17

EXHIBIT DESCRIPTION
- ------- -----------

10.20 Employment Agreement, dated as of September 28, 2001, by and
between David G. Barford and Charter Communications, Inc.
(Incorporated by reference to Exhibit 10.3 to the quarterly
report on Form 10-Q filed by Charter Communications, Inc. on
November 14, 2001 (File No. 000-27927)).
10.21 Employment Agreement, dated as of October 8, 2001, by and
between Carl E. Vogel and Charter Communications, Inc.
(Incorporated by reference to Exhibit 10.4 to the quarterly
report on Form 10-Q filed by Charter Communications, Inc. on
November 14, 2001 (File No. 000-27927)).
10.22 Employment Agreement, dated as of October 18 2001, by and
between Stephen E. Silva and Charter Communications, Inc.
(Incorporated by reference to Exhibit 10.5 to the quarterly
report on Form 10-Q filed by Charter Communications, Inc. on
November 14, 2001 (File No. 000-27927)).
10.23 Employment Agreement, dated as of October 30, 2001, by and
between David L. McCall and Charter Communications, Inc.
(Incorporated by reference to Exhibit 10.6 to the quarterly
report on Form 10-Q filed by Charter Communications, Inc. on
November 14, 2001 (File No. 000-27927)).
10.24 Employment Agreement, dated as of October 30, 2001, by and
between James H. Smith, III and Charter Communications, Inc.
(Incorporated by reference to Exhibit 10.7 to the quarterly
report on Form 10-Q filed by Charter Communications, Inc. on
November 14, 2001 (File No. 000-27927)).
10.25(a) Credit Agreement, among Charter Communications Operating,
LLC and certain lenders and agents named therein, dated as
of March 18, 1999, (Incorporated by reference to Exhibit
10.1 to Amendment No. 2 to the registration statement on
Form S-4 of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on June
22, 1999 (File No. 333-77499)).
10.25(b) First Amendment to Credit Agreement, among Charter
Communications Operating, LLC, Charter Communications
Holdings LLC and certain lenders and agents named therein,
dated as of June 28, 1999 (Incorporated by reference to
Exhibit 10.1(a) to the registration statement on Form S-4 of
Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on January
25, 2000 (File No. 333-95351)).
10.25(c) Second Amendment to Credit Agreement, among Charter
Communications Operating, LLC, Charter Communications
Holdings LLC and certain lenders and agents named therein
dated as of December 14, 1999 (Incorporated by reference to
Exhibit 10.1(b) to the registration statement on Form S-4 of
Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on January
25, 2000 (File No. 333-95351)).
10.25(d) Third Amendment to Credit Agreement, among Charter
Communications Operating, LLC, Charter Communications, LLC
and certain lenders and agents named therein, dated as of
March 18, 2000 (Incorporated by reference to Exhibit 10.1(c)
to the annual report on Form 10-K filed by Charter
Communications, Inc. on March 30, 2000 (File No.
000-27927)).
10.25(e) Credit Agreement, among Charter Communications Operating,
LLC, Charter Communications Holdings, LLC and certain
lenders and agents named therein, dated as of March 18,
1999, as amended and restated as of January 3, 2002
(Incorporated by reference to Exhibit 99.1 to the current
report on Form 8-K filed by Charter Communications, Inc. on
January 24, 2002 (File No. 000-27927)).

II-18

EXHIBIT DESCRIPTION
- ------- -----------

10.26(a) Form of Credit Agreement, among Falcon Cable Communications,
LLC, certain guarantors and several financial institutions
or entities named therein, dated as of June 30, 1998, as
amended and restated as of November 12, 1999, (Incorporated
by reference to Exhibit 10.36 to Amendment No. 3 to the
registration statement on Form S-1 of Charter
Communications, Inc. filed on October 18, 1999 (File No.
333-83887)).
10.26(b) Credit Agreement, dated as of June 30, 1998, as amended and
restated as of November 12, 1999, as further amended and
restated as of September 26, 2001, among Falcon Cable
Communications, LLC, certain guarantors, and several
financial institutions or entities named therein.
(Incorporated by reference to Exhibit 10.8 to the quarterly
report on Form 10-Q filed by Charter Communications, Inc. on
November 14, 2001 (File No. 000-27927)).
10.27(a) Amended and Restated Credit Agreement dated as of February
2, 1999, as amended and restated as of February 14, 2000 by
and among CC VIII Operating, LLC, as borrower, CC VIII
Holdings, LLC, as guarantor, and several financial
institutions or entities named therein (Incorporated by
reference to Exhibit 10.18(a) to the annual report on Form
10-K filed by Charter Communications, Inc. on March 30, 2000
(File No. 000-27927)).
10.27(b) Second Amended and Restated Credit Agreement, among CC VIII
Operating, LLC, as borrower, CC VIII Holdings, LLC, as
guarantor, and several financial institutions or entities
named therein, dated as of February 2, 1999, as amended and
restated as of January 2, 2001 (Incorporated by reference to
Exhibit 10.17 to the annual report on Form 10-K filed by
Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation on April 2, 2001
(File No. 333-77499)).
10.27(c) Third Amended and Restated Credit Agreement, among CC VIII
Operating, LLC, as borrower, CC VIII Holdings, LLC, as
guarantor, and certain lenders and agents named therein,
dated as of February 2, 1999, as amended and restated as of
January 3, 2002 (Incorporated by reference to Exhibit 99.2
to the current report on Form 8-K filed by Charter
Communications, Inc. on January 24, 2002 (File No.
000-27927)).
10.28 Credit Agreement, among CC VI Holdings, LLC, CC VI Operating
Company, LLC and several financial institutions or entities
named therein, dated as of November 12, 1999, (Incorporated
by reference to Exhibit 10.41 to the report on Form 8-K of
Charter Communications, Inc. filed on November 29, 1999
(File No. 000-27927)).
10.29 Commitment Letter, dated February 26, 2001, by and among
Goldman Sachs Credit Partners, L.P. and Morgan Stanley
Senior Funding, Inc., on the one hand, and Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation, on the other hand
(Incorporated by reference to Exhibit 10.24 to the annual
report of Form 10-K of Charter Communications, Inc. filed on
March 6, 2001 (File No. 000-27927)).
10.30 Amended and Restated Limited Liability Company Agreement for
Charter Communications Holding Company, LLC made as of
August 31, 2001 (Incorporated by reference to Exhibit 10.9
to the quarterly report on Form 10-Q filed by Charter
Communications, Inc. on November 14, 2001 (File No.
000-27927)).
10.31 Certificate of Designation of Series A Convertible
Redeemable Preferred Stock of Charter Communications, Inc.
and related Certificate of Correction of Certificate of
Designation (Incorporated by reference to Exhibit 3.1 to the
quarterly report on Form 10-Q filed by Charter
Communications, Inc. on November 14, 2001 (File No.
000-27927)).

II-19

EXHIBIT DESCRIPTION
- ------- -----------

10.32 Indenture relating to 5.75% Convertible Senior Notes due
2005, dated as of October 25, 2000, among Charter
Communications, Inc. and BNY Midwest Trust Company as
trustee (Incorporated by reference to Exhibit 10.35 to the
quarterly report on Form 10-Q filed by Charter
Communications, Inc. on November 14, 2000 (File No.
000-27927)).
10.33 Indenture dated May 30, 2001 between Charter Communications,
Inc. and BNY Midwest Trust Company as Trustee governing
4.75% Convertible Senior Notes due 2006. (Incorporated by
reference to Exhibit 4.1(b) to the current report on Form
8-K filed by Charter Communications, Inc. on June 1, 2001
(File No. 000-27927)).
12.1 Computation of Ratio of Earnings to Fixed Charges
(Incorporated by reference to Exhibit 12.1 to the annual
report of Form 10-K of Charter Communications Holdings, LLC
and Charter Communications Holdings Capital Corporation
filed on March 29, 2001 (File No. 333-77499)).
21.1 Subsidiaries of Charter Communications Holdings, LLC
(Incorporated by reference to Exhibit 21.1 to the annual
report of Form 10-K of Charter Communications Holdings, LLC
and Charter Communications Holdings Capital Corporation
filed on March 29, 2001 (File No. 333-77499)).
23.1* Consent of Irell & Manella LLP (included with exhibit 8.1)
23.2** Consent of Arthur Andersen LLP
23.3** Consent of Ernst & Young LLP
23.4** Consent of Ernst & Young LLP
24.1* Power of Attorney -- Charter Communications Holdings, LLC
(included in Part II signature page)
24.2* Power of Attorney -- Charter Communications Holdings Capital
Corporation (included in Part II signature page)
25.1* Statement of eligibility of trustee
99.1 Letter responsive to Temporary Note 3T to Article 3 of
Regulation S-X (Incorporated by reference to Exhibit 99.2 to
the annual report of Form 10-K of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on March 29, 2001 (File No. 333-77499)).
99.2** Form of Cover letter to Registered Holders and the
Depository Trust Company Participants
99.3** Form of Broker letter
99.4** Form of Transmittal letter
99.5** Form of Notice of Guaranteed Delivery

- ---------------

* Filed Previously

** Document Attached

FINANCIAL STATEMENT SCHEDULES

Schedules not listed above are omitted because of the absence of the
conditions under which they are required or because the information required by
such omitted schedules is set forth in the financial statements or the notes
thereto.

II-20

ITEM 22. UNDERTAKINGS.

The undersigned registrants hereby undertake that:

(1) Prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to the reofferings by persons who may be
deemed underwriters, in addition to the information called for by the other
items of the applicable form.

(2) Every prospectus: (i) that is filed pursuant to the immediately
preceding paragraph or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act of 1933 and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part
of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities, other than the payment by the
registrants of expenses incurred or paid by a director, officer or controlling
person of the registrants in the successful defense of any action, suit or
proceeding, is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrants will, unless in
the opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by them is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Charter
Communications Holdings, LLC has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri on the 10th day of May 2002.

CHARTER COMMUNICATIONS HOLDINGS, LLC,
a registrant

By: CHARTER COMMUNICATIONS HOLDING
COMPANY, LLC, its sole member

By: CHARTER COMMUNICATIONS, INC., its
member and manager, and the manager
of Charter Communications Holdings,
LLC

By: /s/ CURTIS S. SHAW

--------------------------------------
Curtis S. Shaw
Senior Vice President, General
Counsel and
Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement of Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

* Chairman of the Board of Directors, Charter May 10, 2002
- ------------------------------------------ Communications, Inc. Director, Charter
Paul G. Allen Communications Holding Company, LLC

* President, Chief Executive Officer and Director May 10, 2002
- ------------------------------------------ (Principal Executive Officer), Charter
Carl E. Vogel Communications, Inc., Charter Communications
Holding Company, LLC and Charter Communications
Holdings, LLC

* Executive Vice President and Chief Financial May 10, 2002
- ------------------------------------------ Officer (Principal Financial Officer), Charter
Kent D. Kalkwarf Communications, Inc., Charter Communications
Holding Company, LLC and Charter Communications
Holdings, LLC

/s/ PAUL E. MARTIN Senior Vice President and Corporate Controller May 10, 2002
- ------------------------------------------ (Principal Accounting Officer), Charter
Paul E. Martin Communications Inc., Charter Communications Holding
Company, LLC and Charter Communications Holdings,
LLC

* Director, Charter Communications, Inc. May 10, 2002
- ------------------------------------------
Nancy B. Peretsman

II-22

SIGNATURE TITLE DATE
--------- ----- ----

* Director, Charter Communications, Inc. May 10, 2002
- ------------------------------------------
Marc B. Nathanson

* Director, Charter Communications, Inc. May 10, 2002
- ------------------------------------------
Ronald L. Nelson

* Director, Charter Communications, Inc., Charter May 10, 2002
- ------------------------------------------ Communications Holding Company, LLC and Charter
William D. Savoy Communications Holdings, LLC
Director, Charter Communications, Inc.
- ------------------------------------------
John H. Tory

* Director, Charter Communications, Inc. May 10, 2002
- ------------------------------------------
Larry W. Wangberg

*By: /s/ CURTIS S. SHAW
- ---------------------------------------
Curtis S. Shaw, Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, Charter
Communications Holdings Capital Corporation has duly caused this Amendment No. 1
to the Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri on the 10th day of May 2002.

CHARTER COMMUNICATIONS HOLDINGS
CAPITAL CORPORATION, a registrant

By: /s/ CURTIS S. SHAW
--------------------------------------
Curtis S. Shaw
Senior Vice President, General
Counsel and
Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ PAUL E. MARTIN Senior Vice President and Corporate May 10, 2002
- ------------------------------------------ Controller (Principal Accounting Officer),
Paul E. Martin Charter Communications Holdings
Capital Corporation

II-23

EXHIBIT INDEX

EXHIBIT DESCRIPTION
- ------- -----------

1.1 Purchase Agreement relating to 9.625% Senior Notes due 2009,
10.000% Senior Notes due 2011 and 12.125% Senior Discount
Notes due 2012, dated January 8, 2002 (Incorporated by
reference to Exhibit 10.1 to the report on Form 8-K of
Charter Communications, Inc. filed on January 15, 2002 (File
No. 000-27927)).
2.1 Merger Agreement, dated March 31, 1999, by and between
Charter Communications Holdings, LLC and Marcus Cable
Holdings, LLC (Incorporated by reference to Exhibit 2.1 to
Amendment No. 2 to the registration statement on Form S-4 of
Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on June
22, 1999 (File No. 333-77499)).
2.2(a) Asset and Stock Purchase Agreement, dated April 20, 1999,
between InterMedia Partners of West Tennessee, L.P. and
Charter Communications, LLC (Incorporated by reference to
Exhibit 2.6(a) to Amendment No. 2 to the registration
statement on Form S-4 of Charter Communications Holdings,
LLC and Charter Communications Holdings Capital Corporation
filed on June 22, 1999 (File No. 333-77499)).
2.2(b) Stock Purchase Agreement, dated April 20, 1999, between TCID
1P-V, Inc. and Charter Communications, LLC (Incorporated by
reference to Exhibit 2.6(b) to Amendment No. 2 to the
registration statement on Form S-4 of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on June 22, 1999 (File No. 333-77499)).
2.2(c) RMG Purchase Agreement, dated as of April 20, 1999, between
Robin Media Group, Inc., InterMedia Partners of West
Tennessee, L.P. and Charter RMG, LLC (Incorporated by
reference to Exhibit 2.6(c) to Amendment No. 2 to the
registration statement on Form S-4 of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on June 22, 1999 (File No. 333-77499)).
2.2(d) Asset Exchange Agreement, dated April 20, 1999, among
InterMedia Partners Southeast, Charter Communications, LLC,
Charter Communications Properties, LLC, and Marcus Cable
Associates, L.L.C. (Incorporated by reference to Exhibit
2.6(d) to Amendment No. 2 to the registration statement on
Form S-4 of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on June
22, 1999 (File No. 333-77499)).
2.2(e) Amendment to Asset Exchange Agreement, made as of October 1,
1999, by and among InterMedia Partners Southeast and Charter
Communications, LLC, Charter Communications Properties, LLC
and Marcus Cable Associates, L.L.C. (Incorporated by
reference to Exhibit 2.6(f) to Amendment No. 3 to the
registration statement on Form S-1 of Charter
Communications, Inc. filed on October 18, 1999 (File No.
333-83887)).
2.2(f) Asset Exchange Agreement, dated April 20, 1999, among
InterMedia Partners, a California Limited Partnership,
Brenmor Cable Partners, L.P. and Robin Media Group, Inc.
(Incorporated by reference to Exhibit 2.6(e) to Amendment
No. 2 to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on June 22, 1999 (File
No. 333-77499)).

EXHIBIT DESCRIPTION
- ------- -----------

2.11(c) License Agreement, dated as of September 28, 2001, between
High Speed Access Corp., HSA International, Inc. and Charter
Communications Holding Company, LLC. (Incorporated by
reference to Exhibit 10.3 to Amendment No. 6 to Schedule 13D
filed by Charter Communications, Inc. and others with
respect to High Speed Access Corp., filed on October 1, 2001
(File No. 005-56431)).
2.11(d) Stock Purchase Agreement, dated as of September 28, 2001, by
and among Vulcan Ventures Incorporated and Charter
Communications Holding Company, LLC. (Incorporated by
reference to Exhibit 10.4 to Amendment No. 6 to Schedule 13D
filed by Charter Communications, Inc. and others with
respect to High Speed Access Corp., filed on October 1, 2001
(File No. 005-56431)).
2.11(e) Voting Agreement, dated as of September 28, 2001, between
High Speed Access Corp, Charter Communications Ventures,
LLC, Vulcan Ventures Incorporated and certain directors
party thereto (Incorporated by reference to Exhibit 10.5 to
Amendment No. 6 to Schedule 13D filed by Charter
Communications, Inc. and others with respect to High Speed
Access Corp., filed on October 1, 2001 (File No.
005-56431)).
2.11(f) Assignment and Consent, dated as of December 20, 2001, by
and among Vulcan Ventures Incorporated, CC Systems, LLC and
Charter Communications Holding Company, LLC. (Incorporated
by reference to Exhibit 10.6 to Amendment No. 8 to Schedule
13D filed by Charter Communications, Inc. and others with
respect to High Speed Access Corp., filed on December 21,
2001 (File No. 005-56431)).
3.1 Certificate of Formation of Charter Communications Holdings,
LLC (Incorporated by reference to Exhibit 3.1 to Amendment
No. 2 to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on June 22, 1999 (File
No. 333-77499)).
3.2 Amended and Restated Limited Liability Company Agreement of
Charter Communications Holdings, LLC, dated as of October
30, 2001 (Incorporated by reference to Exhibit 10.8(c) to
the annual report of Form 10-K of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on March 29, 2001 (File No. 333-77499)).
3.3 Certificate of Incorporation of Charter Communications
Holdings Capital Corporation (Incorporated by reference to
Exhibit 3.3 to Amendment No. 2 to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and
Charter Communications Holdings Capital Corporation filed on
June 22, 1999 (File No. 333-77499)).
3.4(a) By-Laws of Charter Communications Holdings Capital
Corporation (Incorporated by reference to Exhibit 3.4 to
Amendment No. 2 to the registration statement on Form S-4 of
Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on June
22, 1999 (File No. 333-77499)).
3.4(b) Amendment to By-Laws of Charter Communications Holdings
Capital Corporation, dated as of October 30, 2001
(Incorporated by reference to Exhibit 3.4(b) to the annual
report of Form 10-K of Charter Communications Holdings, LLC
and Charter Communications Holdings Capital Corporation
filed on March 29, 2001 (File No. 333-77499)).

EXHIBIT DESCRIPTION
- ------- -----------

- ---------------

* Filed Previously

** Document Attached



                                                                    Exhibit 23.2

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
covering the audited financial statements of Charter Communications Holdings,
LLC and subsidiaries, and to all references to our firm included in or made a
part of this registration statement.




/s/  ARTHUR ANDERSEN LLP


St. Louis, Missouri
May 8, 2002



                                                                    Exhibit 23.3

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 11, 2000, with respect to the statement of
operations, member's equity and cash flows of Charter Communications VI
Operating Company, LLC and subsidiaries for the period from inception (November
9, 1999) to December 31, 1999 (not presented separately herein) included in
Amendment No. 1 to the Registration Statement on Form S-4 and related Prospectus
of Charter Communications Holdings, LLC and Charter Communications Holdings
Capital Corporation for the registration of $1,100,000,000 Senior Notes and
Senior Discount Notes.


                                                     /s/ Ernst & Young LLP

Denver, Colorado
May 8, 2002




                                                                    Exhibit 23.4

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated March 2, 2000, with respect to the combined statements
of operations, parent's investment and cash flows of the CC VII Holdings, LLC -
Falcon Systems for the period from November 13, 1999 (commencement date) to
December 31, 1999 (not presented separately herein), included in Amendment No. 1
to the Registration Statement on Form S-4 and related Prospectus of Charter
Communications Holdings, LLC and Charter Communications Holdings Capital
Corporation for the registration of $1,100,000,000 of Senior Notes and Senior
Discount Notes.


                                                     /s/ Ernst & Young LLP

Los Angeles, California
May 8, 2002



                                                                    Exhibit 99.2

                      CHARTER COMMUNICATIONS HOLDINGS, LLC
              CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

                                   TENDER OF
                         9.625% SENIOR NOTES DUE 2009,
                       10.000% SENIOR NOTES DUE 2011 AND
                    12.125% SENIOR DISCOUNT NOTES DUE 2012,
           WHICH ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933,
                                IN EXCHANGE FOR
                         9.625% SENIOR NOTES DUE 2009,
                       10.000% SENIOR NOTES DUE 2011 AND
                    12.125% SENIOR DISCOUNT NOTES DUE 2012,
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE      ,
 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). ORIGINAL NOTES TENDERED IN THE
EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. AFTER
 THE EXPIRATION DATE HAS BEEN EXTENDED, ORIGINAL NOTES TENDERED PURSUANT TO THE
    EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE
     WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.

To Registered Holders and The Depository Trust Company Participants:

     We are enclosing herewith the materials listed below relating to the offer
by Charter Communications Holdings, LLC, a Delaware limited liability company,
and Charter Communications Holdings Capital Corporation, a Delaware corporation
(together, the "Issuers"), to exchange their 9.625% senior notes due 2009 (the
"Original Eight Year Senior Notes"), 10.000% senior notes due 2011 (the
"Original Ten Year Senior Notes") and/or 12.125% senior discount notes due 2012
(the "Original Senior Discount Notes" and, collectively with the Original Eight
Year Senior Notes and the Original Ten Year Senior Notes, the "Original Notes"),
which are not registered under the Securities Act of 1933, for a like aggregate
principal amount (or, in the case of the Original Senior Discount Notes, a like
aggregate principal amount at maturity) of the Issuers' new 9.625% senior notes
due 2009 (the "New Eight Year Senior Notes"), 10.000% senior notes due 2011 (the
"New Ten Year Senior Notes") and/or 12.125% senior discount notes due 2012 (the
"New Senior Discount Notes" and, collectively with the New Eight Year Senior
Notes and the New Ten Year Senior Notes, the "New Notes"), which have been
registered under the Securities Act of 1933, respectively, upon the terms and
subject to the conditions set forth in the Issuers' Prospectus, dated May   ,
2002 (the "Prospectus") and the related Letter of Transmittal (which, together
with the Prospectus constitute the "Exchange Offer").

     Enclosed herewith are copies of the following documents:

     1.  Prospectus;

     2.  Letter of Transmittal;

     3.  Notice of Guaranteed Delivery; and


     4.  Letter which may be sent to your clients for whose account you hold
         Original Notes in your name or in the name of your nominee, with space
         provided for obtaining such client's instruction with regard to the
         Exchange Offer.

     We urge you to contact your clients promptly. Please note that the Exchange
Offer will expire on the Expiration Date unless extended.

     The Exchange Offer is not conditioned upon any minimum number of Original
Notes being tendered.

     The Company will not pay any fee or commissions to any broker or dealer or
to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Original Notes pursuant to the Exchange Offer. The
Company will pay or cause to be paid any transfer taxes payable on the transfer
of Original Notes to it, except as otherwise provided in Instruction 11 of the
enclosed Letter of Transmittal.

     Additional copies of the enclosed material may be obtained from the
Exchange Agent.

                                        2



                                                                    Exhibit 99.3

                      CHARTER COMMUNICATIONS HOLDINGS, LLC
              CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

                                   TENDER OF
                         9.625% SENIOR NOTES DUE 2009,
                       10.000% SENIOR NOTES DUE 2011 AND
                    12.125% SENIOR DISCOUNT NOTES DUE 2012,
           WHICH ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933,
                                IN EXCHANGE FOR
                         9.625% SENIOR NOTES DUE 2009,
                       10.000% SENIOR NOTES DUE 2011 AND
                    12.125% SENIOR DISCOUNT NOTES DUE 2012,
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

  THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE   ,
 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). ORIGINAL NOTES TENDERED IN THE
EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. AFTER
 THE EXPIRATION DATE HAS BEEN EXTENDED, ORIGINAL NOTES TENDERED PURSUANT TO THE
    EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE
     WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.

To Our Clients:

     We are enclosing herewith a Prospectus, dated May   , 2002 (the
"Prospectus"), of Charter Communications Holdings, LLC, a Delaware limited
liability company, and Charter Communications Holdings Capital Corporation, a
Delaware corporation (together, the "Issuers"), and related Letter of
Transmittal (which, together with the Prospectus, constitute the "Exchange
Offer") relating to the offer by the Issuers to exchange their issued and
outstanding 9.625% senior notes due 2009 (the "Original Eight Year Senior
Notes"), 10.000% senior notes due 2011 (the "Original Ten Year Senior Notes")
and/or 12.125% senior discount notes due 2012 (the "Original Senior Discount
Notes" and, collectively with the Original Eight Year Senior Notes and the
Original Ten Year Senior Notes, the "Original Notes"), which are not registered
under the Securities Act of 1933, for a like aggregate principal amount (or, in
the case of the Original Senior Discount Notes, a like aggregate principal
amount at maturity) of the Issuers' new 9.625% senior notes due 2009 (the "New
Eight Year Senior Notes"), 10.000% senior notes due 2011 (the "New Ten Year
Senior Notes") and/or 12.125% senior discount notes due 2012 (the "New Senior
Discount Notes" and, collectively with the New Eight Year Senior Notes and the
New Ten Year Senior Notes, the "New Notes"), which have been registered under
the Securities Act of 1933, respectively, upon the terms and subject to the
conditions set forth in the Exchange Offer.

     The Exchange Offer is not conditioned upon any minimum number of Original
Notes being tendered.

     We are the holder of record of Original Notes held by us for your own
account. A tender of such Original Notes can be made only by us as the record
holder and pursuant to your instructions. The Letter of Transmittal is furnished
to you for your information only and cannot be used by you to tender Original
Notes held by us for your account.


     We request instructions as to whether you wish to tender any or all of the
Original Notes held by us for your account pursuant to the terms and conditions
of the Exchange Offer. We also request that you confirm that we may on your
behalf make the representations contained in the Letter of Transmittal.

     Pursuant to the Letter of Transmittal, each holder of Original Notes will
represent to the Issuers that (i) the New Notes acquired pursuant to the
Exchange Offer are being acquired in the ordinary course of business, (ii)
neither the holder nor any such other person is engaging in or intends to engage
in the distribution of the New Notes, (iii) neither the holder nor any such
person has an arrangement or understanding with any person to participate in the
distribution of such New Notes, and (iv) neither the holder nor any such other
person is an "affiliate" of the Issuers as defined in Rule 405 under the
Securities Act or, if the holder is an "affiliate," that the holder will comply
with the registration and prospectus delivery requirements of the Securities Act
of 1933 to the extent applicable. If the holder is a broker-dealer (whether or
not it is also an "affiliate") that will receive New Notes for its own account
in exchange for Original Notes that were acquired as a result of market-making
activities or other trading activities, it acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act of 1933 in connection
with any resale of such New Notes. By acknowledging that it will deliver and by
delivering a prospectus meeting the requirements of the Securities Act of 1933
in connection with any resale of such New Notes, the holder is not deemed to
admit that it is an "underwriter" within the meaning of the Securities Act of
1933.

                INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

     The undersigned hereby acknowledges receipt of the Prospectus and the
accompanying Letter of Transmittal relating to the exchange of the Original
Notes for the New Notes, which have been registered under the Securities Act of
1933, respectively, upon the terms and subject to the conditions set forth in
the Exchange Offer.

     This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Original Notes held by you for the account of
the undersigned.

     The aggregate face amount (or, in the case of the Original Senior Discount
Notes, the aggregate face amount at maturity) of the Original Notes held by you
for the account of the undersigned is (fill in an amount):

        $ ________ of the 9.625% Senior Notes due 2009

        $ ________ of the 10.000% Senior Notes due 2011

        $ ________ of the 12.125% Senior Discount Notes due 2012

     With respect to the Exchange Offer, the undersigned hereby instructs you
(CHECK APPROPRIATE BOX):

     [ ]  To tender the following Original Notes held by you for the account of
          the undersigned (INSERT AMOUNT OF ORIGINAL NOTES TO BE TENDERED (IF
          ANY):

        $ ________ of the 9.625% Senior Notes due 2009

        $ ________ of the 10.000% Senior Notes due 2011

        $ ________ of the 12.125% Senior Discount Notes due 2012

     [ ]  Not to tender any Original Notes held by you for the account of the
          undersigned.

                                        2


     If the undersigned instructs you to tender the Original Notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (i) the
New Notes acquired pursuant to the Exchange Offer are being acquired in the
ordinary course of business of the undersigned, (ii) neither the undersigned nor
any such other person is engaging in or intends to engage in the distribution of
the New Notes, (iii) neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in the distribution
of such New Notes, and (iv) neither the undersigned nor any such other person is
an "affiliate" of the Issuers as defined in Rule 405 under the Securities Act
or, if the undersigned is an "affiliate," that the undersigned will comply with
the registration and prospectus delivery requirements of the Securities Act of
1933 to the extent applicable. If the undersigned is a broker-dealer (whether or
not it is also an "affiliate") that will receive New Notes for its own account
in exchange for Original Notes that were acquired as a result of market-making
activities or other trading activities, it acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act of 1933 in connection
with any resale of such New Notes. By acknowledging that it will deliver and by
delivering a prospectus meeting the requirements of the Securities Act of 1933
in connection with any resale of such New Notes, the undersigned is not deemed
to admit that it is an "underwriter" within the meaning of the Securities Act of
1933.

     Name of beneficial owner(s):
- ------------------------------------------------------------------------------

     Signature(s):
     ----------------------------------------------------------------------

     Name(s) (please print):
     ----------------------------------------------------------------------

     Address:
     ----------------------------------------------------------------------

     Telephone Number:
     ----------------------------------------------------------------------

     Taxpayer Identification or Social Security Number:
     -----------------------------------------------------

     Date:
     ----------------------------------------------------------------------

                                        3



                                                                    EXHIBIT 99.4
                             LETTER OF TRANSMITTAL

                      CHARTER COMMUNICATIONS HOLDINGS, LLC
              CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
                               OFFER TO EXCHANGE
        9.625% SENIOR NOTES DUE 2009, 10.000% SENIOR NOTES DUE 2011 AND
                    12.125% SENIOR DISCOUNT NOTES DUE 2012,
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
                          FOR ANY AND ALL OUTSTANDING
        9.625% SENIOR NOTES DUE 2009, 10.000% SENIOR NOTES DUE 2011 AND
                    12.125% SENIOR DISCOUNT NOTES DUE 2012,
           WHICH ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933

                 PURSUANT TO THE PROSPECTUS DATED MAY   , 2002

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON JUNE   , 2002,
UNLESS EXTENDED (THE "EXPIRATION DATE"). ORIGINAL NOTES TENDERED IN THE EXCHANGE
   OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. AFTER THE
   EXPIRATION DATE HAS BEEN EXTENDED, ORIGINAL NOTES TENDERED PURSUANT TO THE
    EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE
     WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.

                  The Exchange Agent for the Exchange Offer is
                              THE BANK OF NEW YORK

                                                 
              By Overnight Courier or                                    By Hand:
            Registered/Certified Mail:                             The Bank of New York
               The Bank of New York                            15 Broad Street -- 16th Floor
                Reorganization Unit                              New York, New York 10007
           15 Broad Street -- 16th Floor                             Attn: Reorg Unit
             New York, New York 10007
              Attention: Mr. Kin Lau



                                 By Facsimile:
                              The Bank of New York
                                 (212) 235-2261

                   Confirm Receipt of Facsimile by Telephone:
                                 (212) 235-2358

     DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE
INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.

     This Letter of Transmittal is to be completed by holders of Original Notes
(as defined below) either if Original Notes are to be forwarded herewith or if
tenders of Original Notes are to be made by book-entry transfer to an account
maintained by The Bank of New York (the "Exchange Agent") at The Depository
Trust Company ("DTC") pursuant to the procedures set forth in "The Exchange
Offer -- Terms of the Exchange Offer -- Procedures for Tendering" in the
Prospectus (as defined below).

     Holders of Original Notes whose certificates (the "Certificates") for such
Original Notes are not immediately available or who cannot deliver their
Certificates and all other required documents to the Exchange Agent on or prior
to the Expiration Date or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Original Notes according to the
guaranteed delivery procedures set forth in "The Exchange Offer -- Guaranteed
Delivery Procedures" in the Prospectus.


     SEE INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE
DELIVERY TO THE EXCHANGE AGENT.

                    NOTE: SIGNATURES MUST BE PROVIDED BELOW
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

ALL TENDERING HOLDERS COMPLETE THIS BOX:

                                                                                              
- -----------------------------------------------------------------------------------------------------------------------------
                                           DESCRIPTION OF ORIGINAL NOTES TENDERED
- -----------------------------------------------------------------------------------------------------------------------------
            IF BLANK, PLEASE PRINT NAME AND                                    ORIGINAL NOTES TENDERED
              ADDRESS OF REGISTERED HOLDER                                (ATTACH ADDITIONAL LIST OF NOTES)
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                             PRINCIPAL
                                                                                                             AMOUNT (OR
                                                                                   PRINCIPAL AMOUNT       PRINCIPAL AMOUNT
                                                                                 (OR PRINCIPAL AMOUNT     AT MATURITY) OF
                                                                                     AT MATURITY)          ORIGINAL NOTES
                                                              CERTIFICATE            OF ORIGINAL         TENDERED (IF LESS
                                                               NUMBER(S)*               NOTES               THAN ALL)**
                                                           ---------------------------------------------------------------

                                                           ---------------------------------------------------------------

                                                           ---------------------------------------------------------------

                                                           ---------------------------------------------------------------

                                                           ---------------------------------------------------------------

                                                           ---------------------------------------------------------------

                                                           ---------------------------------------------------------------

                                                           ---------------------------------------------------------------
                                                          TOTAL AMOUNT TENDERED:
- -----------------------------------------------------------------------------------------------------------------------------
   * Need not be completed by book-entry holders.
  ** Original Notes may be tendered in whole or in part in denominations of $1,000 and integral multiples thereof. All
    Original Notes held shall be deemed tendered unless a lesser number is specified in this column.
- -----------------------------------------------------------------------------------------------------------------------------



                                        2


BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY:

[ ]  CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
     COMPLETE THE FOLLOWING:

     Name of Tendering Institution:
    ----------------------------------------------------------------------------
     DTC Account No.
    -------------------------------------------  Transaction Code No.
    -------------------------------------

[ ]  CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
     TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
     GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
     FOLLOWING:

     Name(s) of Registered Holder(s):
    ----------------------------------------------------------------------------
     Window Ticket Number (if any):
    ----------------------------------------------------------------------------
     Date of Execution of Notice of Guaranteed Delivery:
    ------------------------------------------------------------------
     Name of Institution which Guaranteed Delivery:
    -----------------------------------------------------------------------

                                        3


IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:

Name of Tendering Institution:
- --------------------------------------------------------------------------------
DTC Account No.
- ------------------------------------------  Transaction Code No.
- ------------------------------------

[ ]  CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED ORIGINAL
     NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH
     ABOVE.

[ ]  CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE ORIGINAL NOTES FOR
     ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A
     "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
     THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------

                                        4


Ladies and Gentlemen:

     The undersigned hereby tenders to Charter Communications Holdings, LLC, a
Delaware limited liability company, and Charter Communications Holdings Capital
Corporation, a Delaware corporation (together, the "Issuers"), the above
described aggregate principal amount of the Issuers' issued and outstanding
9.625% senior notes due 2009 (the "Original Eight Year Senior Notes"), 10.000%
senior notes due 2011 (the "Original Ten Year Senior Notes") and/or 12.125%
senior discount notes due 2012 (the "Original Senior Discount Notes" and,
collectively with the Original Eight Year Senior Notes and the Original Ten Year
Senior Notes, the "Original Notes"), which are not registered under the
Securities Act of 1933, in exchange for a like aggregate principal amount (or,
in the case of the Original Senior Discount Notes, a like aggregate principal
amount at maturity) of the Issuers' new 9.625% senior notes due 2009 (the "New
Eight Year Senior Notes"), 10.000% senior notes due 2011 (the "New Ten Year
Senior Notes") and/or 12.125% senior discount notes due 2012 (the "New Senior
Discount Notes" and, collectively with the New Eight Year Senior Notes and the
New Ten Year Senior Notes, the "New Notes"), which have been registered under
the Securities Act of 1933, respectively, upon the terms and subject to the
conditions set forth in that certain prospectus of the Issuers, dated May   ,
2002 (as the same may be amended or supplemented from time to time, the
"Prospectus"), receipt of which is acknowledged, and in this Letter of
Transmittal (which, together with the Prospectus, constitute the "Exchange
Offer").

     Subject to and effective upon the acceptance for exchange of all or any
portion of the Original Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to or upon the order of the
Issuers all right, title and interest in and to such Original Notes as are being
tendered herewith. The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent as its agent and attorney-in-fact (with full knowledge that
the Exchange Agent is also acting as agent of the Issuers in connection with the
Exchange Offer) with respect to the tendered Original Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), subject only to the right of withdrawal described in
the Prospectus, to (i) deliver Certificates for Original Notes to the Issuers
together with all accompanying evidences of transfer and authenticity to, or
upon the order of, the Issuers, upon receipt by the Exchange Agent, as the
undersigned's agent, of the New Notes to be issued in exchange for such Original
Notes, (ii) present Certificates for such Original Notes for transfer, and to
transfer the Original Notes on the books of the Issuers, and (iii) receive for
the account of the Issuers all benefits and otherwise exercise all rights of
beneficial ownership of such Original Notes, all in accordance with the terms
and conditions of the Exchange Offer.

     THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE
ORIGINAL NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR
EXCHANGE, THE ISSUERS WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE
THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES,
AND THAT THE ORIGINAL NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE
CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY
ADDITIONAL DOCUMENTS DEEMED BY THE ISSUERS OR THE EXCHANGE AGENT TO BE NECESSARY
OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE ORIGINAL
NOTES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS
UNDER THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENTS. THE UNDERSIGNED HAS READ
AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.

     The name(s) and addresse(s) of the registered holder(s) of the Original
Notes tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such

                                        5


Original Notes. The Certificate number(s) and the Original Notes that the
undersigned wishes to tender should be indicated in the appropriate boxes above.

     If any tendered Original Notes are not exchanged pursuant to the Exchange
Offer for any reason, or if Certificates are submitted for more Original Notes
than are tendered or accepted for exchange, Certificates for such nonexchanged
or nontendered Original Notes will be returned (or, in the case of Original
Notes tendered by book-entry transfer, such Original Notes will be credited to
an account maintained at DTC), without expense to the tendering holder, promptly
following the expiration or termination of the Exchange Offer.

     The undersigned understands that tenders of Original Notes pursuant to any
one of the procedures described in "The Exchange Offer -- Terms of the Exchange
Offer -- Procedures for Tendering" in the Prospectus and in the instructions
hereto will, upon the Issuers' acceptance for exchange of such tendered Original
Notes, constitute a binding agreement between the undersigned and the Issuers
upon the terms and subject to the conditions of the Exchange Offer. The
undersigned recognizes that, under certain circumstances set forth in the
Prospectus, the Issuers may not be required to accept for exchange any of the
Original Notes tendered hereby.

     Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the New Notes be issued
in the name(s) of the undersigned or, in the case of a book-entry transfer of
Original Notes, that such New Notes be credited to the account indicated above
maintained at DTC. If applicable, substitute Certificates representing Original
Notes not exchanged or not accepted for exchange will be issued to the
undersigned or, in the case of a book-entry transfer of Original Notes, will be
credited to the account indicated above maintained at DTC. Similarly, unless
otherwise indicated under "Special Delivery Instructions," please deliver New
Notes to the undersigned at the address shown below the undersigned's signature.

     By tendering Original Notes and executing this Letter of Transmittal, the
undersigned hereby represents and agrees that (i) the undersigned is not an
"affiliate" (as defined in Rule 405 under the Securities Act) of the Issuers or
any of their subsidiaries, (ii) any New Notes to be received by the undersigned
are being acquired in the ordinary course of its business, (iii) the undersigned
has no arrangement or understanding with any person to participate in a
distribution (within the meaning of the Securities Act of 1933) of New Notes to
be received in the Exchange Offer, and (iv) if the undersigned is not a
Broker-Dealer, the undersigned is not engaged in, and does not intend to engage
in, a distribution (within the meaning of the Securities Act of 1933) of such
New Notes. By tendering Original Notes pursuant to the Exchange Offer and
executing this Letter of Transmittal, a holder of Original Notes which is a
Broker-Dealer represents and agrees, consistent with certain interpretive
letters issued by the staff of the Division of Corporation Finance of the
Securities and Exchange Commission to third parties, that (a) such Original
Notes held by the Broker-Dealer are held only as a nominee, or (b) such Original
Notes were acquired by such Broker-Dealer for its own account as a result of
market-making activities or other trading activities and it will deliver the
Prospectus (as amended or supplemented from time to time) meeting the
requirements of the Securities Act of 1933 in connection with any resale of such
New Notes (provided that, by so acknowledging and by delivering a prospectus,
such Broker-Dealer will not be deemed to admit that it is an "underwriter"
within the meaning of the Securities Act of 1933). See "The Exchange
Offer -- Terms of the Exchange Offer" and "Plan of Distribution" in the
Prospectus.

     The Issuers have agreed that, subject to the provisions of the Exchange and
Registration Rights Agreements, the Prospectus, as it may be amended or
supplemented from time to time, may be used by a Participating Broker-Dealer in
connection with resales of New Notes received in exchange for Original Notes,
where such Original Notes were acquired by such Participating Broker-Dealer for
its own account as a result of market-making activities or other trading
activities, for a period ending 180 days after the Expiration Date (subject to
extension under certain limited circumstances described in the Prospectus) or,
if earlier, when all such New Notes have been disposed of by such Participating
Broker-Dealer. However, a Participating Broker-Dealer who intends to use the
Prospectus in connection with the resale of New Notes received in exchange for
                                        6


Original Notes pursuant to the Exchange Offer must notify the Issuers, or cause
the Issuers to be notified, on or prior to the Expiration Date, that it is a
Participating Broker-Dealer. Such notice may be given in the space provided
herein for that purpose or may be delivered to the Exchange Agent at one of the
addresses set forth in the Prospectus under "The Exchange Offer -- Exchange
Agent." In that regard, each Participating Broker-Dealer, by tendering such
Original Notes and executing this Letter of Transmittal, agrees that, upon
receipt of notice from the Issuers of the occurrence of any event or the
discovery of any fact which makes any statement contained or incorporated by
reference in the Prospectus untrue in any material respect or which causes the
Prospectus to omit to state a material fact necessary in order to make the
statements contained or incorporated by reference therein, in light of the
circumstances under which they were made, not misleading or of the occurrence of
certain other events specified in the Exchange and Registration Rights
Agreements, such Participating Broker-Dealer will suspend the sale of New Notes
pursuant to the Prospectus until the Issuers have amended or supplemented the
Prospectus to correct such misstatement or omission and have furnished copies of
the amended or supplemented Prospectus to the Participating Broker-Dealer or the
Issuers have given notice that the sale of the New Notes may be resumed, as the
case may be.

     If the Issuers give such notice to suspend the sale of the New Notes, the
180-day period referred to above during which Participating Broker-Dealers are
entitled to use the Prospectus in connection with the resale of New Notes shall
be extended by the number of days in the period from and including the date of
the giving of such notice to and including the date when the Issuers shall have
made available to Participating Broker-Dealers copies of the supplemented or
amended Prospectus necessary to resume resales of the New Notes or to and
including the date on which the Issuers have given notice that the use of the
applicable Prospectus may be resumed, as the case may be.

     Holders of Original Notes whose Original Notes are accepted for exchange
will not receive accrued interest on such Original Notes for any period from and
after May 15, 2002 (the last interest payment date to which interest has been
paid or duly provided for on such Original Notes prior to the original issue
date of the New Notes), and the undersigned waives the right to receive any
interest on such Original Notes accrued from and after May 15, 2002. Original
Senior Discount Notes that are accepted for exchange shall cease to accrete in
principal amount from and after May 15, 2002.

     All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.

                                        7


                              HOLDER(S) SIGN HERE
                         (SEE INSTRUCTIONS 2, 5 AND 6)
                  (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)

      (NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)

     Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Original Notes hereby tendered or on a security position
listing, or by any person(s) authorized to become the registered holder(s) by
endorsements and documents transmitted herewith (including such opinions of
counsel, certifications and other information as may be required by the Issuers
or the Trustee for the Original Notes to comply with the restrictions on
transfer applicable to the Original Notes). If the signature is by an
attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or another acting in a fiduciary capacity or representative
capacity, please set forth the signer's full title. See Instruction 5.
                          (SIGNATURE(S) OF HOLDER(S))

Signature(s):
- ------------------------------------------------                          Dated:
- ------------------------, 2002

Name(s):
- --------------------------------------------------------------------------------
                                 (PLEASE PRINT)

Address:
- --------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

Area Code and Telephone Number:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

              TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER(S)

                           GUARANTEE OF SIGNATURE(S)
                           (SEE INSTRUCTIONS 2 AND 5)

Authorized Signature:
- --------------------------------------------------------------------------------

Name:
- --------------------------------------------------------------------------------
                                 (PLEASE PRINT)

Date:
- ------------------------, 2002

Capacity of Title:
- --------------------------------------------------------------------------------

Name of Firm:
- --------------------------------------------------------------------------------

Address:
- --------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

Area Code and Telephone Number:
- --------------------------------------------------------------------------------
                                        8


                         SPECIAL ISSUANCE INSTRUCTIONS
                         (SEE INSTRUCTIONS 1, 5 AND 6)

     To be completed ONLY if the New Notes are to be issued in the name of
someone other than the registered holder of the Original Notes whose name(s)
appear(s) above:

Issue New Notes to:
Name:
- -------------------------------------------------
                                 (PLEASE PRINT)

Address:
- -----------------------------------------------

- ----------------------------------------------------------
                               (INCLUDE ZIP CODE)

- ----------------------------------------------------------
                (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)

                         SPECIAL DELIVERY INSTRUCTIONS
                         (SEE, INSTRUCTIONS 1, 5 AND 6)

     To be completed ONLY if the New Notes are to be sent to someone other than
the registered holder of the Original Notes whose name(s) appear(s) above, or to
such registered holder(s) at an address other than that shown above.
Mail New Notes to:
Name:
- -------------------------------------------------
                                 (PLEASE PRINT)

Address:
- -----------------------------------------------

- ----------------------------------------------------------
                               (INCLUDE ZIP CODE)

                                        9


                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

     1.  DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES.  This Letter of Transmittal is to be completed either if (a)
Certificates are to be forwarded herewith or (b) tenders are to be made pursuant
to the procedures for tender by book-entry transfer set forth in "The Exchange
Offer -- Terms of the Exchange Offer -- Procedures for Tendering" in the
Prospectus. Certificates, or timely confirmation of a book-entry transfer of
such Original Notes into the Exchange Agent's account at DTC, as well as this
Letter of Transmittal (or manually signed facsimile thereof), properly completed
and duly executed, with any required signature guarantees, or an Agent's Message
in the case of a book-entry delivery, and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at one of its
addresses set forth herein on or prior to the Expiration Date. Original Notes
may be tendered in whole or in part in the principal amount (or, in the case of
the Original Senior Discount Notes, the principal amount at maturity) of $1,000
and integral multiples thereof.

     Holders who wish to tender their Original Notes and (i) whose Original
Notes are not immediately available or (ii) who cannot deliver their Original
Notes, this Letter of Transmittal and all other required documents to the
Exchange Agent on or prior to the Expiration Date or (iii) who cannot complete
the procedures for delivery by book-entry transfer on a timely basis, may tender
their Original Notes by properly completing and duly executing a Notice of
Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in
"The Exchange Offer -- Guaranteed Delivery Procedures" in the Prospectus.
Pursuant to such procedures: (i) such tender must be made by or through an
Eligible Institution (as defined below); (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form made available
by the Issuers, must be received by the Exchange Agent on or prior to the
Expiration Date; and (iii) the Certificates (or a book-entry confirmation)
representing all tendered Original Notes, in proper form for transfer, together
with a Letter of Transmittal (or manually signed facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or an
Agent's Message in the case of a book-entry delivery, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within three New York Stock Exchange trading days after the date of execution of
such Notice of Guaranteed Delivery, all as provided in "The Exchange
Offer -- Guaranteed Delivery Procedures" in the Prospectus.

     The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution in the form set forth in such Notice. For Original Notes to
be properly tendered pursuant to the guaranteed delivery procedure, the Exchange
Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration
Date. As used herein and in the Prospectus, "Eligible Institution" means a firm
or other entity identified in Rule 17Ad-15 under the Exchange Act as "an
eligible guarantor institution," including (as such terms are defined therein)
(i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or
government securities broker or dealer, (iii) a credit union; (iv) a national
securities exchange, registered securities association or clearing agency; or
(v) a savings association.

     THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER,
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND
PROPERLY INSURED OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

     The Issuers will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
manually signed facsimile thereof), waives any right to receive any notice of
the acceptance of such tender.

                                        10


     2.  GUARANTEE OF SIGNATURES.  No signature guarantee on this Letter of
Transmittal is required if:

          (i) this Letter of Transmittal is signed by the registered holder
     (which term, for purposes of this document, shall include any participant
     in DTC whose name appears on a security position listing as the owner of
     the Original Notes) of Original Notes tendered herewith, unless such
     holder(s) has completed either the box entitled "Special Issuance
     Instructions" or the box entitled "Special Delivery Instructions" above, or

          (ii) such Original Notes are tendered for the account of a firm that
     is an Eligible Institution.

     In all other cases, an Eligible Institution must guarantee the signature(s)
on this Letter of Transmittal. See Instruction 5.

     3.  INADEQUATE SPACE.  If the space provided in the box captioned
"Description of Original Notes" is inadequate, the Certificate number(s) and/or
the principal amount (or, in the case of the Original Senior Discount Notes, the
principal amount at maturity) of Original Notes and any other required
information should be listed on a separate signed schedule which is attached to
this Letter of Transmittal.

     4.  PARTIAL TENDERS AND WITHDRAWAL RIGHTS.  Tenders of Original Notes will
be accepted only in the principal amount (or, in the case of the Original Senior
Discount Notes, the principal amount at maturity) of $1,000 and integral
multiples thereof. If less than all the Original Notes evidenced by any
Certificate submitted are to be tendered, fill in the principal amount (or, in
the case of the Original Senior Discount Notes, the principal amount at
maturity) of Original Notes which are to be tendered in the box entitled
"Principal Amount (or Principal Amount at Maturity) of Original Notes Tendered
(if less than all)." In such case, new Certificate(s) for the remainder of the
Original Notes that were evidenced by your old Certificate(s) will only be sent
to the holder of the Original Notes, promptly after the Expiration Date. All
Original Notes represented by Certificates delivered to the Exchange Agent will
be deemed to have been tendered unless otherwise indicated.

     Except as otherwise provided herein, tenders of Original Notes may be
withdrawn at any time on or prior to the Expiration Date. In order for a
withdrawal to be effective on or prior to that time, a written, telegraphic,
telex or facsimile transmission of such notice of withdrawal must be timely
received by the Exchange Agent at one of its addresses set forth above or in the
Prospectus on or prior to the Expiration Date. Any such notice of withdrawal
must specify the name of the person who tendered the Original Notes to be
withdrawn, the aggregate principal amount (or, in the case of the Original
Senior Discount Notes, the aggregate principal amount at maturity) of Original
Notes to be withdrawn, and (if Certificates for Original Notes have been
tendered) the name of the registered holder of the Original Notes as set forth
on the Certificate for the Original Notes, if different from that of the person
who tendered such Original Notes. If Certificates for the Original Notes have
been delivered or otherwise identified to the Exchange Agent, then prior to the
physical release of such Certificates for the Original Notes, the tendering
holder must submit the serial numbers shown on the particular Certificates for
the Original Notes to be withdrawn and the signature on the notice of withdrawal
must be guaranteed by an Eligible Institution, except in the case of Original
Notes tendered for the account of an Eligible Institution. If Original Notes
have been tendered pursuant to the procedures for book-entry transfer set forth
in "The Exchange Offer -- Procedures for Tendering," the notice of withdrawal
must specify the name and number of the account at DTC to be credited with the
withdrawal of Original Notes, in which case a notice of withdrawal will be
effective if delivered to the Exchange Agent by written, telegraphic, telex or
facsimile transmission. Withdrawals of tenders of Original Notes may not be
rescinded. Original Noted properly withdrawn will not be deemed validly tendered
for purposes of the Exchange Offer, but may be retendered at any subsequent time
on or prior to the Expiration Date by following any of the procedures described
in the Prospectus under "The Exchange Offer -- Procedures for Tendering."

     All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Issuers, in its
sole discretion, whose determination shall be final and binding on all parties.
Neither the Issuers, any affiliates or assigns of the Issuers, the Exchange
Agent nor any other person

                                        11


shall be under any duty to give any notification of any irregularities in any
notice of withdrawal or incur any liability for failure to give any such
notification. Any Original Notes which have been tendered but which are
withdrawn will be returned to the holder thereof without cost to such holder
promptly after withdrawal

     5.  SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.  If
this Letter of Transmittal is signed by the registered holder(s) of the Original
Notes tendered hereby, the signature(s) must correspond exactly with the name(s)
as written on the face of the Certificate(s) without alteration, enlargement or
any change whatsoever.

     If any of the Original Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.

     If any tendered Original Notes are registered in different name(s) on
several Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or manually signed facsimiles thereof) as there
are different registrations of Certificates.

     If this Letter of Transmittal or any Certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and must submit proper evidence
satisfactory to the Issuers, in their sole discretion, of such persons'
authority to so act.

     When this Letter of Transmittal is signed by the registered owner(s) of the
Original Notes listed and transmitted hereby, no endorsement(s) of
Certificate(s) or separate bond power(s) are required unless New Notes are to be
issued in the name of a person other than the registered holder(s), Signature(s)
on such Certificate(s) or bond power(s) must be guaranteed by an Eligible
Institution.

     If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Original Notes listed, the Certificates must be
endorsed or accompanied by appropriate bond powers, signed exactly as the name
or names of the registered owner(s) appear(s) on the Certificates, and also must
be accompanied by such opinions of counsel, certifications and other information
as the Issuers or the Trustee for the Original Notes may require in accordance
with the restrictions on transfer applicable to the Original Notes. Signatures
on such Certificates or bond powers must be guaranteed by an Eligible
Institution.

     6.  SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.  If New Notes are to be
issued in the name of a person other than the signer of this Letter of
Transmittal, or if New Notes are to be sent to someone other than the signer of
this Letter of Transmittal or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Original Notes not exchanged will be returned by mail or, if
tendered by book-entry transfer, by crediting the account indicated above
maintained at DTC. See Instruction 4.

     7.  IRREGULARITIES.  The Issuers determine, in their sole discretion, all
questions as to the form of documents, validity, eligibility (including time of
receipt) and acceptance for exchange of any tender of Original Notes, which
determination shall be final and binding on all parties. The Issuers reserve the
absolute right to reject any and all tenders determined by it not to be in
proper form or the acceptance of which, or exchange for, may, in the view of
counsel to the Issuers, be unlawful. The Issuers also reserve the absolute
right, subject to applicable law, to waive any of the conditions of the Exchange
Offer set forth in the Prospectus under "The Exchange Offer -- Conditions" or
any conditions or irregularity in any tender of Original Notes of any particular
holder whether or not similar conditions or irregularities are waived in the
case of other holders. The Issuers' interpretation of the terms and conditions
of the Exchange Offer (including this Letter of Transmittal and the instructions
hereto) will be final and binding. No tender of Original Notes will be deemed to
have been validly made until all irregularities with respect to such tender have
been cured or waived. Neither the Issuers, any affiliates or assigns of the
Issuers, the Exchange Agent, nor any other person shall be under any duty to
give notification of any irregularities in tenders or incur any liability for
failure to give such notification.

                                        12


     8.  QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.  Questions
and requests for assistance may be directed to the Exchange Agent at one of its
addresses and telephone number set forth on the front of this Letter of
Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed
Delivery and the Letter of Transmittal may be obtained from the Exchange Agent
or from your broker, dealer, commercial bank, trust company or other nominee.

     9.  31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9.  Under U.S. Federal income
tax law, a holder whose tendered Original Notes are accepted for exchange is
required to provide the Exchange Agent with such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 below. If the Exchange
Agent is not provided with the correct TIN, the Internal Revenue Service (the
"IRS") may subject the holder or other payee to a $50 penalty. In addition,
payments to such holders or other payees with respect to Original Notes
exchanged pursuant to the Exchange Offer may be subject to a 31% backup
withholding.

     The box in Part 2 of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 2 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60 day period following the date of the Substitute Form W-
9. If the holder furnishes the Exchange Agent with its TIN within 60 days after
the date of the Substitute Form W-9, the amounts retained during the 60 day
period will be remitted to the holder and no further amounts shall be retained
or withheld from payments made to the holder thereafter. If, however, the holder
has not provided the Exchange Agent with its TIN within such 60 day period,
amounts withheld will be remitted to the IRS as backup withholding. In addition,
31% of all payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided

     The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Original Notes or of the last transferee appearing on the transfers attached
to, or endorsed on, the Original Notes. If the Original Notes are registered in
more than one name or are not in the name of the actual owner, consult the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional guidance on which number to report.

     Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the face
thereof, to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed IRS Form W-8,
signed under penalties of perjury, attesting to that holder's exempt status.
Please consult the enclosed Substitute Form W-9 for additional guidance on which
holders are exempt from backup withholding.

     Backup withholding is not an additional U.S. Federal income tax. Rather,
the U.S. Federal income tax liability of a person subject to backup withholding
will be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained.

     10.  LOST, DESTROYED OR STOLEN CERTIFICATES.  If any Certificate(s)
representing Original Notes has been lost, destroyed or stolen, the holder
should promptly notify the Exchange Agent. The holder will then be instructed as
to the steps that must be taken in order to replace the Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen Certificate(s) have been
followed.

     11.  SECURITY TRANSFER TAXES.  Holders who tender their Original Notes for
exchange will not be obligated to pay any transfer taxes in connection
therewith. If, however, New Notes are to be delivered to, or are to be issued in
the name of, any person other than the registered holder of the Original Notes
tendered, or if a

                                        13


transfer tax is imposed for any reason other than the exchange of Original Notes
in connection with the Exchange Offer, then the amount of any such .transfer tax
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with the Letter of Transmittal, the amount
of such transfer taxes will be billed directly to such tendering holder.

     IMPORTANT: THIS LETTER OF TRANSMITTAL (OR MANUALLY SIGNED FACSIMILE
THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT
ON OR PRIOR TO THE EXPIRATION DATE.

                                        14


                  TO BE COMPLETED BY ALL TENDERING NOTEHOLDERS
                              (SEE INSTRUCTION 9)



                                                                    
- --------------------------------------------------------------------------------------------------------------
                                      PAYER'S NAME: THE BANK OF NEW YORK
- --------------------------------------------------------------------------------------------------------------
  SUBSTITUTE                          PART 1 -- PLEASE PROVIDE YOUR TIN          Social Security Number
                                      IN THE BOX AT RIGHT AND CERTIFY BY                   OR
  FORM W-9                            SIGNING AND DATING BELOW               Employer Identification Number
                                                                          ------------------------------------
  DEPARTMENT OF THE TREASURY,
  INTERNAL
  REVENUE SERVICE
                                      ------------------------------------------------------------------------
                                      CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
  PAYER'S REQUEST FOR TAXPAYER        (1) the number shown on this form is my correct Taxpayer Identification
  IDENTIFICATION NUMBER ("TIN")       Number (or that I am waiting and Certification for a number to be issued
  AND CERTIFICATION                       to me).
                                      (2) I am not subject to backup withholding because: (a) I am exempt from
                                      backup withholding, (b) I have not been notified by the Internal Revenue
                                          Service (the "IRS") that I am subject to backup withholding as a
                                          result of a failure to report all interest or dividends, or (c) the
                                          IRS has notified me that I am no longer subject to withholding.
                                      (3) any other information provided an this form is true and correct
                                      CERTIFICATION INSTRUCTIONS -- YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU
                                      HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP
                                      WITHHOLDING BECAUSE OF UNDER-REPORTING INTEREST OR DIVIDENDS ON YOUR TAX
                                      RETURN. HOWEVER, IF AFTER BEING NOTIFIED BY THE IRS THAT YOU WERE
                                      SUBJECT TO BACKUP WITHHOLDING, YOU RECEIVED ANOTHER NOTIFICATION FROM
                                      THE IRS THAT YOU ARE NO LONGER SUBJECT TO BACKUP WITHHOLDING, DO NOT
                                      CROSS OUT ITEM (2).
- --------------------------------------------------------------------------------------------------------------
                                                                          PART 2 -- AWAITING TIN [ ]
 SIGNATURE ------------------------------------------ DATE -------------
- --------------------------------------------------------------------------------------------------------------


NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
      RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT TO
      THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
      CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
      ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF
SUBSTITUTE FORM W-9.

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Once or (2) I
intend to mail or deliver an application in the near future. I understand that
if I do not provide a Taxpayer Identification Number by the time of payment, 31%
of all payments made to me on account, of the New Notes shall be retained until
I provide a Taxpayer Identification Number to the Exchange Agent and that, if I
do not provide my Taxpayer Identification Number within 60 days, such retained
amounts shall be remitted to the Internal Revenue Service as backup withholding
and 31% of all reportable payments made to me thereafter will be withheld and
remitted to the Internal Revenue Service until I provide a Taxpayer
Identification Number.

Signature ---------------------------------------  Date ---------------- , 2002

                                        15



                                                                    Exhibit 99.5

                         NOTICE OF GUARANTEED DELIVERY

                      CHARTER COMMUNICATIONS HOLDINGS, LLC
              CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

                                   TENDER OF
                         9.625% SENIOR NOTES DUE 2009,
                       10.000% SENIOR NOTES DUE 2011 AND
                    12.125% SENIOR DISCOUNT NOTES DUE 2012,
           WHICH ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933,
                                IN EXCHANGE FOR
                         9.625% SENIOR NOTES DUE 2009,
                       10.000% SENIOR NOTES DUE 2011 AND
                    12.125% SENIOR DISCOUNT NOTES DUE 2012,
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

     This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Issuers' (as defined below) issued and outstanding 9.625%
senior notes due 2009 (the "Original Eight Year Senior Notes"), 10.000% senior
notes due 2011 (the "Original Ten Year Senior Notes") and 12.125% senior
discount notes due 2012 (the "Original Senior Discount Notes" and, collectively
with the Original Eight Year Senior Notes and the Original Ten Year Senior
Notes, the "Original Notes") are not immediately available, (ii) Original Notes,
the Letter of Transmittal and all other required documents cannot be delivered
to The Bank of New York (the "Exchange Agent") on or prior to the Expiration
Date (as defined below) or (iii) the procedures for delivery by book-entry
transfer cannot be completed on a timely basis. This Notice of Guaranteed
Delivery may be delivered by hand, overnight courier or mail, or transmitted by
facsimile transmission, to the Exchange Agent. See "The Exchange Offer -- Terms
of the Exchange Offer -- Procedures for Tendering" in the Prospectus.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON JUNE   , 2002
UNLESS EXTENDED (THE "EXPIRATION DATE"). ORIGINAL NOTES TENDERED IN THE EXCHANGE
   OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. AFTER THE
   EXPIRATION DATE HAS BEEN EXTENDED, ORIGINAL NOTES TENDERED PURSUANT TO THE
    EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE
     WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.

                 The Exchange Agent for the Exchange Offer is:

                              THE BANK OF NEW YORK

                                            
           By Overnight Courier or                                By Hand:
          Registered/Certified Mail:                        The Bank of New York
             The Bank of New York                      15 Broad Street -- 16th Floor
             Reorganization Unit                          New York, New York 10007
        15 Broad Street -- 16th Floor                      Attention: Reorg Unit
           New York, New York 10007
            Attention: Mr. Kin Lau



                                 By Facsimile:
                              The Bank of New York
                                 (212) 235-2261

                   Confirm Receipt of Facsimile by Telephone:
                                 (212) 235-2358

     DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.

     THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

               THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED.


Ladies and Gentlemen:

     The undersigned hereby tenders to Charter Communications Holdings, LLC, a
Delaware limited liability company, and Charter Communications Holdings Capital
Corporation, a Delaware corporation (together, the "Issuers"), upon the terms
and subject to the conditions set forth in the Prospectus dated May   , 2002 (as
the same may be amended or supplemented from time to time, the "Prospectus"),
and the related Letter of Transmittal (which, together with the Prospectus,
constitute the "Exchange Offer"), receipt of which is hereby acknowledged, the
aggregate principal amount (or, in the case of the Original Senior Discount
Notes, the aggregate principal amount at maturity) of Original Notes set forth
below pursuant to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer -- Terms of the Exchange Offer --
Procedures for Tendering."

                                                    
Aggregate Principal Amount (or Aggregate Principal Amount at Maturity) Tendered:*
- ----------------------------------------------------------------------------------------------------------
Name(s) of Registered Holder(s):
- ----------------------------------------------------------------------------------------------------------

Certificate No.(s) (if available):
  -------------------                                  Addresses:
                                                       ------------------------------------------

If Original Notes will be tendered
by book-entry transfer, provide
the following information:

                                                       Area Code
DTC Account Number: ----------------------------       and Telephone Number(s): -------------------------
- ---------------------------
 * Original Notes may be tendered in whole or in part in denominations of $1,000 and integral multiples
   thereof. All Original Notes held shall be deemed tendered unless a lesser number is specified here.



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                                   GUARANTEE
                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

     The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association (each, an "Eligible Institution"),
hereby guarantees to deliver to the Exchange Agent, at one of its addresses set
forth above, either the Original Notes tendered hereby in proper form for
transfer, or confirmation of the book-entry transfer of such Original Notes to
the Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant
to the procedures for book-entry transfer set forth in the Prospectus, in either
case together with one or more properly completed and duly executed Letter(s) of
Transmittal (or manually signed facsimile(s) thereof), or an Agent's Message in
the case of a book-entry delivery, and any other required documents within three
New York Stock Exchange trading days after the date of execution of this Notice
of Guaranteed Delivery.

     The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Original Notes tendered hereby to the Exchange Agent within
the time period set forth above, and that failure to do so could result in a
financial loss to the undersigned.

Name of Firm:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Area Code and
Telephone Number:
- --------------------------------------------------------------------------------
                             (AUTHORIZED SIGNATURE)

Title:
- --------------------------------------------------------------------------------

Name:
- --------------------------------------------------------------------------------
                             (PLEASE TYPE OR PRINT)

Date:
- --------------------------------------------------------------------------------

NOTE: DO NOT SEND ORIGINAL NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL
      SURRENDER OF ORIGINAL NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED
      BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY
      OTHER REQUIRED DOCUMENTS.

                                        3


                 INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

     1.  DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY.  A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by the
Exchange Agent at its address set forth herein prior to the Expiration Date. The
method of delivery of this Notice of Guaranteed Delivery and any other required
documents to the Exchange Agent is at the election and sole risk of the holder,
and the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. As an alternative to delivery by mail the
holders may wish to consider using an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure timely delivery. For a
description of the guaranteed delivery procedures, see Instruction 1 of the
Letter of Transmittal.

     2.  SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY.  If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Original Notes,
the signature must correspond with the name(s) written on the face of the
Original Notes without alteration, enlargement, or any change whatsoever. If
this Notice of Guaranteed Delivery is signed by a participant of the Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of the Original Notes, the signature must correspond with the name shown on the
security position listing as the owner of the Original Notes.

     If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Original Notes listed or a participant of the
Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate bond powers, signed as the name of the registered
holder(s) appears on the Original Notes or signed as the name of the participant
shown on the Book-Entry Transfer Facility's security position listing.

     3.  REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.  Questions and requests
for assistance for additional copies of the Prospectus may be directed to the
Exchange Agent at the address specified in the Prospectus. Holders may also
contact their broker, dealer, commercial bank, trust company, or other nominee
for assistance concerning the Exchange Offer.

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