1. INTEREST. Marcus Cable Holdings, LLC, a Delaware limited liability
Company (the "Borrower"), promises to pay to Charter Communications Holdings,
LLC, a Delaware limited liability company (the "Lender"), interest on the
principal amount of this Note from time to time outstanding at the rate of 9.92%
per annum from the date hereof until maturity. The Borrower will pay interest
semi-annually in arrears on April 1 and October 1 of each year (each an
"Interest Payment Date"), or if any such day is not a Business Day, on the next
succeeding Business Day. Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided, further, that the first Interest Payment Date shall
be October 1, 1999. The principal amount on which the Borrower will pay interest
on each Interest Payment Day will be the principal amount of this Note
outstanding from time to time during the 6-month period prior to such Interest
Payment Date. The Borrower shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal and premium, if
any, from time to time on demand at a rate that is 1% per annum in excess of the
rate then in effect; it shall pay interest (including post-petition interest in
any proceeding under Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
2. METHOD OF PAYMENT. The Borrower will pay interest on this Note to
Lender. This Note will be payable as to principal, premium, if any, and interest
by check mailed to Lender at 12444 Powerscourt Drive, Suite 100, St. Louis,
Missouri 63131 or such other address as Lender shall have notified the Borrower
in writing, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of and interest on this Note if
Lender shall have provided wire transfer instructions to the Borrower. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.
3. DEFINED TERMS. Capitalized terms used herein shall have the meanings
assigned to them in the Indenture dated as of March 17, 1999 (the "Indenture")
between the Lender, Charter Communications Holdings Capital Corporation, a
company incorporated under the laws of Delaware, the Borrower, and Harris Trust
and Savings Bank, as trustee, relating to the 8.625% Senior Notes due 2009.
4. PREPAYMENT OF NOTE. This Note may be prepaid in whole or in part at any
time without penalty or premium.
5. REPAYMENT AT OPTION OF HOLDER. Upon the occurrence of (i) a Change of
Control or (ii) an Asset Sale, in each case under the Indenture, Lender may
require Borrower to prepay this Note in whole or in part.
6. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest on this Note, (ii) default in payment
when due of principal on this Note, and (iii) any event which constitutes an
Event of Default under the Indenture. If any Event of Default occurs and is
continuing, Lender may declare this Note to be due and payable.