Print Page  Close Window

SEC Filings

Entire Document
<PAGE>   111
         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1. INTEREST. Charter Communications Holdings, LLC, a Delaware limited
liability company (the "Company"), and Charter Communications Holdings Capital
Corporation, a Delaware corporation ("Charter Capital" and, together with the
Company, the "Issuers"), promise to pay interest on the principal amount at
maturity of this Note at the rate of 11.75% per annum. The interest rate on the
Notes is subject to increase pursuant to the provisions of the Registration
Rights Agreement. The Issuers will pay interest semi-annually in arrears on
January 15 and July 15 of each year (each an "Interest Payment Date"), or if
any such day is not a Business Day, on the next succeeding Business Day
commencing on July 15, 2005.  The principal amount at maturity of this Note
will not bear or accrue cash interest until January 15, 2005.  Cash interest on
the Notes will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from January 15, 2005; provided that if there
is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date. The Issuers shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
Accreted Value and premium, if any, from time to time on demand at a rate that
is 1% per annum in excess of the rate then in effect; they shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day

         2. METHOD OF PAYMENT. The Issuers shall pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the January 1 or July 1 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
Accreted Value, premium, if any, and interest at the office or agency of the
Issuers maintained for such purpose within or without the City and State of New
York, or, at the option of the Issuers, payment of interest may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to Accreted Value of and interest and
premium on all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Issuers or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.