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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 04/30/1999
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<PAGE>   172
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
MARCUS -- 14 1/4% SENIOR DISCOUNT NOTES
 
     Marcus issued $299,228 of 14 1/4% Senior Discount Notes due December 15,
2005 (the "14 1/4% Notes") for net proceeds of $150,003. The 14 1/4% Notes are
unsecured and are redeemable at the option of Marcus at amounts decreasing from
107% to 100% of par beginning on June 15, 2000. No interest is payable until
December 15, 2000. Thereafter, interest is payable semiannually until maturity.
The discount on the 14 1/4% Notes is being accreted using the effective interest
method. The unamortized discount was $53,545 at December 31, 1998.
 
     The debt agreements require the Company 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.
 
     Based upon outstanding indebtedness at December 31, 1998, and the
amortization of term and fund loans, and scheduled reductions in available
borrowings of the revolving credit facilities, aggregate future principal
payments on the total borrowings under all debt agreements at December 31, 1998,
are as follows:
 

<TABLE>
<CAPTION>
YEAR                                                           AMOUNT
- ----                                                         ----------
<S>                                                          <C>
1999.......................................................  $   87,950
2000.......................................................     110,245
2001.......................................................     148,950
2002.......................................................     393,838
2003.......................................................     295,833
Thereafter.................................................   2,482,193
                                                             ----------
                                                             $3,519,009
                                                             ==========
</TABLE>

 
                                      F-17