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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 notes were issued and the new notes will be issued under three
separate indentures (the "Indentures"), each dated as of March 17, 1999, among
the Issuers, Marcus Cable Operating, LLC, Marcus Cable Holdings, LLC, as
guarantor (the "Guarantor") and Harris Trust and Savings Bank, as trustee (the
"Trustee"). For convenience, the 8.250% Senior Notes due 2007 are referred to as
the "Eight-Year Senior Notes," the 8.625% Senior Notes due 2009 are referred to
as the "Ten-Year Senior Notes," and the 9.920% Senior Discount Notes due 2011
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 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 new notes are the same in all material respects
to the form and terms of the original notes, except that the new notes will have
been registered under the Securities Act and, therefore, will not bear legends
restricting the transfer thereof. The original notes have not been registered
under the Securities Act and are subject to certain transfer restrictions.
     Upon the closing of the Marcus Combination and the merger of the Guarantor
with and into Charter Holdings, both the Guarantee of the Guarantor and the
Mirror Note issued by the Guarantor automatically became, under the terms of the
Indentures, ineffective. Consequently, all references in the Indentures and the
Notes to the Guarantor, the Guarantee or the Mirror Note, and all matters
related thereto, including, without limitation, the pledges of any collateral
are no longer applicable.
     The following description is a summary of the material provisions of the
Indentures. It does not restate the Indentures in their entirety. We urge you to
read the Indentures because they, and not this description, define your rights
as holders of these Notes. Copies of the Indentures are available as set forth
under "Additional Information."
     The Notes:
     - are general unsecured obligations of the Issuers;
     - are effectively subordinated in right of payment to all existing and
       future secured Indebtedness of the Issuers to the extent of the value of
       the assets securing such Indebtedness and to all liabilities (including
       trade payables) of the Company's Subsidiaries (other than Charter
     - are equal in right of payment to all existing and future unsubordinated,
       unsecured Indebtedness of the Issuers; and
     - are senior in right of payment to any future subordinated Indebtedness of
       the Issuers.