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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 04/30/1999
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MARCUS COMBINATION
 
     On April 7, 1999, Marcus Cable Holdings, LLC ("Marcus Holdings"), the
guarantor of the Issuers' obligations under the Original Notes and the
Indentures, was merged with and into Charter Holdings, with Charter Holdings
being the surviving entity (the "Marcus Combination") and the subsidiaries of
Marcus Holdings becoming subsidiaries of Charter Holdings. Under the terms of
the Original Notes and the Indentures, upon the Marcus Combination, the Marcus
Holdings' guarantee was automatically terminated. In addition, upon the sale of
the Original Notes, Marcus Holdings issued a senior note (the "Mirror Note") in
favor of Charter Holdings in an amount equal to that portion of the proceeds
from the sale of the Original Notes used to repay certain outstanding senior
indebtedness of the Marcus Companies. The Mirror Note was secured by a pledge by
Marcus Holdings of all of the membership interests of Marcus. Under the terms of
the Original Notes and the Indentures, Charter Holdings pledged the Mirror Note
to the Trustee for the equal and ratable benefit of the holders of the Original
Notes. Under the terms of the Original Notes and the Indentures, upon the Marcus
Combination, the Mirror Note was automatically extinguished and the pledge of
such collateral was released.
 
                                  ORGANIZATION
 
[ORGANIZATIONAL FLOW CHART]
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