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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 08/27/1999
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     NOTE D:  We have extinguished substantially all of our long-term debt,
excluding borrowings of our previous credit facilities, and refinanced all
previous credit facilities. See "Capitalization." The refinancing adjustment of
lower interest expense consists of the following (dollars in millions):
    
 
   

<TABLE>
<CAPTION>
                                                              INTEREST
DESCRIPTION                                                   EXPENSE
-----------                                                   --------
<S>                                                           <C>
$600 million 8.25% senior notes.............................  $  49.6
$1,500 million 8.625% senior notes..........................    129.4
$1,475 million ($906 million carrying value) 9.92% senior
  discount notes............................................     90.0
Credit facilities ($652 million at composite current rate of
  7.4%).....................................................     48.2
Amortization of debt issuance costs.........................     16.0
Commitment fee on unused portion of credit facilities
  ($1,253 million at 0.375%)................................      4.7
                                                              -------
  Total pro forma interest expense..........................    337.9
  Less -- historical interest expense (including Marcus
     Cable).................................................   (345.4)
                                                              -------
     Adjustment.............................................  $  (7.5)
                                                              =======
</TABLE>

    
 
   
     An increase in the interest rate of 0.125% on all variable rate debt would
     result in an increase in interest expense of $4.4 million.
    
 
     NOTE E:  Charter Investment provided corporate management and consulting
services to Charter Holdings in 1998 and to Marcus Cable beginning in October
1998. See "Certain Relationships and Related Transactions."
 
     NOTE F:  EBITDA represents earnings (loss) before interest expense, income
taxes, depreciation and amortization. EBITDA is presented because it is a widely
accepted financial indicator of a cable television company's ability to service
indebtedness. However, EBITDA should not be considered as an alternative to
income from operations or to cash flows from operating, investing or financing
activities, as determined in accordance with generally accepted accounting
principles. EBITDA should also not be construed as an indication of a company's
operating performance or as a measure of liquidity. In addition, because EBITDA
is not calculated identically by all companies, the presentation here may not be
comparable to other similarly titled measures of other companies. Management's
discretionary use of funds depicted by EBITDA may be limited by working capital,
debt service and capital expenditure requirements and by restrictions related to
legal requirements, commitments and uncertainties.
 
     NOTE G:  EBITDA margin represents EBITDA as a percentage of revenues.
 
     NOTE H:  Adjusted EBITDA means EBITDA before corporate expenses, management
fees and other income (expense) in accordance with the term "Consolidated
EBITDA" used in the indentures governing the notes. See "Description of Notes"
for a complete presentation of the methodology employed in calculating Adjusted
EBITDA. Adjusted EBITDA is presented because it is a widely accepted financial
indicator of a cable company's ability to service indebtedness and because it is
used in the indentures to determine compliance with certain covenants. However,
Adjusted EBITDA should not be considered as an alternative to income from
operations or to cash flows from operating, investing or financing activities,
as determined in accordance with generally accepted accounting principles.
Adjusted EBITDA should also not be construed as an indication of a company's
operating performance or as a measure of liquidity. In addition, because
Adjusted EBITDA is not calculated identically by all companies, the presentation
here may not be comparable to other similarly titled measures of other
companies. Management's discretionary use of funds depicted by Adjusted EBITDA
may be limited by working capital, debt service and capital expenditure
requirements and by restrictions related to legal requirements, commitments and
uncertainties.
 
     NOTE I:  Earnings include net income (loss) plus fixed charges. Fixed
charges consist of interest expense and an estimated interest component of rent
expense.
 
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