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     Concurrent with the issuance of the notes, Charter Holdings refinanced
substantially all existing credit facilities of its subsidiaries with new credit
facilities entered into by Charter Operating. In February and March 1999, we
commenced cash tender offers to purchase 14% senior discount notes issued by
Charter Communications Southeast Holdings, LLC, the 11.25% senior notes issued
by Charter Communications Southeast, LLC, the 13.50% senior subordinated
discount notes issued by Marcus Operating Cable Company, L.L.C., and the 14.25%
senior discount notes issued by Marcus Cable. All notes except for $1.1 million
were paid off.
     The Charter Operating Credit Agreement provides for two term facilities,
one with a principal amount of $1.0 billion that matures September 2008 (Term
A), and the other with the principal amount of $1.85 billion that matures on
March 2009 (Term B). The Charter Operating Credit Agreement also provides for a
$1.25 billion revolving credit facility with a maturity date of September 2008.
After giving effect to the pending acquisitions, we have approximately $791
million of borrowing availability under our credit facilities. In addition, an
uncommitted incremental term facility of up to $500 million with terms similar
to the terms of the credit facilities is permitted under the credit facilities,
but will be conditioned on receipt of additional new commitments from existing
and new lenders. Amounts under credit facilities bear interest at the Base Rate
or the Eurodollar Rate, as defined in the credit facilities, plus a margin up to
2.75%. A quarterly commitment fee of between 0.25% and 0.375% per annum is
payable on the unborrowed balance of Term A and the revolving credit facility.
The weighted average interest rate for outstanding debt on March 31, 1999 was
     We acquired Renaissance in April, 1999. Renaissance has outstanding
publicly held debt comprised of 10% senior discount notes due 2008 with a $163.2
million principal amount at maturity and $100.0 million accreted value. The
Renaissance notes pay no interest until April 15, 2003. From and after April 15,
2003, the Renaissance notes will bear interest, payable semi-annually in cash,
on each April 15 and October 15, commencing October 15, 2003. The Renaissance
notes are due on April 15, 2008.
     SUBSTANTIAL LEVERAGE.  As of March 31, 1999, pro forma for our recent
acquisitions and pending acquisitions, our total indebtedness would have been
approximately $6.6 billion, our total members' equity would have been
approximately $4.7 billion, and the deficiency of our earnings available to
cover fixed charges would have been approximately $197 million. We anticipate
incurring substantial additional debt in the future to finance additional
acquisitions and to fund the expansion, maintenance and the upgrade of our
systems. If new debt is added to our current debt levels, the related risks that
we face could intensify.
     Our ability to make payments on our debt, including the notes and to fund
planned capital expenditures for upgrading our cable systems will depend on our
ability to generate cash and secure financing in the future. This, to a certain
extent, is subject to general economic, financial, competitive, legislative,
regulatory and other factors that are beyond our control. Based upon the current
levels of operations, we believe that cash flow from operations and available
cash, together with available borrowings under our credit facilities, will be
adequate to meet our liquidity and capital needs for at least the next several
years. However, there can be no assurance our business will generate sufficient
cash flow from operations, or that future borrowings will be available to us
under our credit facilities or