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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The 8.625% Senior Notes are redeemable at the option of the Company at
amounts decreasing from 104.313% to 100% of par value beginning on April 1,
2004, plus accrued and unpaid interest, to the date of redemption. At any time
prior to April 1, 2002, the Company 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 semi-
annually 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
Company at amounts decreasing from 104.960% to 100% of accreted value beginning
April 1, 2004. At any time prior to April 1, 2002, the Company 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. No
interest will be payable until April 1, 2004. Thereafter, interest is payable
semi-annually in arrears on April 1 and October 1 beginning April 1, 2004 until
maturity. The discount on the 9.920% Senior Discount Notes is being accreted
using the effective interest method at a rate of 9.920% per year. The
unamortized discount was $520.9 million at September 30, 1999.
 
     The Charter Holdings Notes rank equally with current and future unsecured
and unsubordinated indebtedness (including trade payables of the Company). The
Company is required to make an offer to repurchase all of the Charter Holdings
Notes, at a price equal to 101% of the aggregate principal or 101% of the
accreted value, together with accrued and unpaid interest, upon a Change of
Control of the Company, as defined.
 
RENAISSANCE NOTES
 
     In connection with the acquisition of Renaissance Media Group LLC
(Renaissance) during the second quarter of 1999, the Company assumed $163,175
principal amount of senior discount notes due April 2008 (the "Renaissance
Notes"). As a result of the change in control of Renaissance, the Company was
required to make an offer to repurchase the Renaissance Notes at 101% of their
accreted value plus accrued interest. In May 1999, the Company made an offer to
repurchase the Renaissance Notes pursuant to this requirement, and the holders
of the Renaissance Notes tendered an amount representing 30% of the total
outstanding principal amount for repurchase.
 
     As of September 30, 1999, $114.4 million aggregate principal amount of
Renaissance Notes with an accreted value of $83.8 million remains outstanding.
Interest on the Renaissance Notes shall be paid semi-annually at a rate of 10%
per annum beginning on October 15, 2003.
 
     The Renaissance Notes are redeemable at the option of the Company, 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 Company may redeem up to
35% of the original principal amount at maturity with the proceeds of one or
more sales of membership units at 110% of their accreted value plus accrued
interest on the redemption date, provided that after any such redemption, at
least $106 million aggregate principal amount at maturity remains outstanding.
 
HELICON NOTES
 
     The Company acquired Helicon I. L.P. and affiliates in July 1999. As of
September 30, 1999, Helicon had outstanding $115.0 million in principal amount
of 11% senior secured notes due 2003 (the "Helicon Notes"). On November 1, 1999,
the Company redeemed all of the Helicon Notes
 
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