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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 04/30/1999
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                              DESCRIPTION OF NOTES
 
     You can find the definitions of certain terms used in this description
under the subheading "Certain Definitions." In this description, the word
"Company" refers only to Charter Holdings and not to any of its Subsidiaries and
the word "Issuers" means Charter Holdings and Charter Capital.
 
     The Original Eight-Year Senior Notes were issued and the Exchange
Eight-Year Senior Notes will be issued under an indenture (the "Eight-Year
Senior Note Indenture") among the Issuers, Marcus Cable Operating, LLC ("Marcus
Cable"), Marcus Cable Holdings, LLC, as guarantor (the "Guarantor") and Harris
Trust and Savings Bank, as trustee (the "Trustee"), the Original Ten-Year Senior
Notes were issued and the Exchange Ten-Year Senior Notes will be issued under an
indenture (the "Ten-Year Senior Note Indenture") among the Issuers, the
Guarantor and the Trustee, and the Original Senior Discount Notes were issued
and the Exchange Senior Discount Notes will be issued under an indenture (the
"Senior Discount Indenture") among the Issuers, the Guarantor and the Trustee.
For convenience, the Original Eight-Year Senior Notes and the Exchange
Eight-Year Senior Notes are referred to as the "Eight-Year Senior Notes," the
Original Ten-Year Senior Notes and the Exchange Ten-Year Senior Notes are
referred to as the "Ten-Year Senior Notes," and the Original Senior Discount
Notes and the Exchange Senior Discount Notes are referred to as the "Senior
Discount Notes." The Eight-Year Senior Notes, the Ten-Year Senior Notes and the
Senior Discount Notes are referred to as the "Notes." The Original Eight-Year
Senior Notes, the Original Ten-Year Senior Notes and the Original Senior
Discount Notes were issued, and the Exchange Eight-Year Senior Notes, the
Exchange Ten-Year Senior Notes and the Exchange Senior Discount Notes will be
issued, each as a separate series and together do not have any class voting or
other rights. The Eight-Year Senior Note Indenture, the Ten-Year Senior Note
Indenture and the Senior Discount Indenture are referred to as the "Indentures."
The terms of the Notes include those stated in the Indentures and those made
part of the Indentures by reference to the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act").
 
     The form and terms of the Exchange Notes are the same in all material
respects to the form and terms of the Original Notes, except that the Exchange
Notes will have been registered under the Securities Act of 1933 and, therefore,
will not bear legends restricting the transfer thereof. The Original Notes have
not been registered under the Securities Act of 1933 and are subject to certain
transfer restrictions.
 
     The following description is a summary of the material provisions of the
Indentures and the Registration Rights Agreements. It does not restate those
agreements in their entirety. We urge you to read the Indentures and the
Registration Rights Agreements because they, and not this description, define
your rights as holders of these Notes. Copies of the proposed form of Indentures
and Registration Rights Agreements are available as set forth below under
"Additional Information."
 
     The Indentures provided that in the event the Marcus Combination closed
subsequent to the sale of the Original Notes, the Guarantor would (i) issue the
guarantee of the Issuers' obligations under the Notes, and (ii) issue the Mirror
Note in favor of Charter Holdings. The Mirror Note would be secured by the
Guarantor's pledge of all of the membership interests of Marcus Cable. Charter
Holdings would pledge the Mirror Note to the Trustee for the equal and ratable
benefit of the holders of the Notes. The Indentures further provided that upon
the closing of the Marcus Combination, the guarantee of the
 
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