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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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(h) Reflects additional interest expense on borrowings which have been or will
    be used to finance the acquisitions as follows (dollars in millions):
 

<TABLE>
<S>                                                           <C>
$2.7 billion of credit facilities at composite current rate
  of 8.2%...................................................  $ 217.9
$114.4 million 10% senior discount notes -- Renaissance.....     10.7
$165.0 million of credit facilities at a composite current
  rate of 8.7% -- Avalon....................................     14.4
$150.0 million 9.375% senior subordinated notes -- Avalon...     14.1
$196.0 million 11.875% senior discount notes -- Avalon......     14.7
$870.0 million of credit facilities at composite current
  rate of 8.4% -- Fanch.....................................     73.2
$1.0 billion of credit facilities at composite current rate
  of 7.9% -- Falcon.........................................     80.1
$375.0 million 8.375% senior debentures -- Falcon...........     31.4
$435.3 million 9.285% senior discount
  debentures -- Falcon......................................     32.5
$696.3 anticipated and committed financing -- Bresnan.......     59.4
$170.0 million 8% senior notes -- Bresnan...................     13.6
$275.0 million 9.25% senior discount notes -- Bresnan.......     17.8
                                                              -------
  Total pro forma interest expenses.........................    579.8
  Less-historical interest expense from acquired
     companies..............................................   (274.3)
                                                              -------
     Adjustment.............................................  $ 305.5
                                                              =======
</TABLE>

 
     An increase in the interest rate on all variable rate debt of 0.125% would
     result in an increase in interest expense of $7.8 million.
 
(i) Represents the elimination of gain (loss) on the sale of cable television
    systems whose results of operations have been eliminated in (d) and (e)
    above.
 
(j) Reflects the elimination of income tax expense (benefit) as a result of
    being acquired by a limited liability company.
 
     NOTE D:  The offering adjustments of approximately $32.5 million in higher
interest expense consist of the following (dollars in millions):
 

<TABLE>
<CAPTION>
                                                              INTEREST
DESCRIPTION                                                   EXPENSE
-----------                                                   --------
<S>                                                           <C>
$675 million of 10.00% senior notes.........................   $ 67.5
$325 million of 10.25% senior notes.........................     33.3
$532 million of 11.75% senior discount notes................     36.3
Amortization of debt issuance costs.........................      4.8
                                                               ------
  Total pro forma interest expense..........................    141.9
  Less-historical interest expense..........................   (109.4)
                                                               ------
     Adjustment.............................................   $ 32.5
                                                               ======
</TABLE>

 
     NOTE E:  For all of 1998 and through the date of the initial public
offering of Charter Communications, Inc. in November 1999, Charter Investment,
Inc. provided corporate management and consulting services to Charter Operating
and to Marcus Holdings beginning in October 1998. From and after the initial
public offering of Charter Communications, Inc., such management services were
provided by Charter Communications Inc. See "Certain Relationships and Related
Transactions."
 
     NOTE F:  EBITDA represents earnings (loss) before extraordinary item before
interest, income taxes, depreciation and amortization. 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
 
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