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            Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

            1. INTEREST. Charter Communications Holdings, LLC, a Delaware
limited liability company (the "Company"), and Charter Communications Holdings
Capital Corporation, a Delaware corporation ("Charter Capital" and, together
with the Company, the "Issuers"), promise to pay interest on the principal
amount at maturity of this Note at the rate of 9.92% per annum. The interest
rate on the Notes is subject to increase pursuant to the provisions of the
Registration Rights Agreement. The Issuers 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,
commencing on October 1, 2004. The principal amount at maturity of this Note
will not bear or accrue cash interest until April 1, 2004. Cash 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 April 1, 2004; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date. The Issuers shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue Accreted Value 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; they shall pay interest (including post-petition interest
in any proceeding under any 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 Issuers shall pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the March 15 or September 15 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest. The Notes will be payable
as to Accreted Value, premium, if any, and interest at the office or agency of
the Issuers maintained for such purpose within or without the City and State of
New York, or, at the option of the Issuers, payment of interest may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to Accreted Value of and interest and
premium on all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Issuers or the Paying Agent. 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. PAYING AGENT AND REGISTRAR. Initially, Harris Trust and Savings
Bank, the Trustee under the Indenture, will act as Paying Agent and Registrar.
The Issuers may change any Paying Agent or Registrar without notice to any
Holder. The Company or any of its Subsidiaries may act in any such capacity.

            4. INDENTURE. The Issuers issued the Notes under an Indenture dated
as of March 17, 1999 ("Indenture") between the Issuers, Marcus Cable Holdings,
LLC (the "Guarantor") and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of