[Face of Note]
CUSIP NO. [ ]
9.92% Senior Discount Notes due 2011
CHARTER COMMUNICATIONS HOLDINGS, LLC
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
promise to pay to__________________________________________________________.
or registered assigns,
the principal amount at maturity of ______________________
Dollars ($ ) on April 1, 2011.
Interest Payment Dates: April 1 and October 1
Record Dates: March 15 and September 15
Subject to Restrictions set forth in this Note.
Dated: March 17, 1999