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     For the six months ended June 30, 1999, we made capital expenditures,
excluding the acquisitions of cable systems, of $263.3 million. The majority of
the capital expenditures related to rebuilding existing cable systems.
     On March 17, 1999, we issued $3.6 billion principal amount of senior notes.
The net proceeds of approximately $2.99 billion, combined with the borrowings
under our credit facilities, were used to consummate tender offers for publicly
held debt of several of our subsidiaries, as described below, refinance
borrowings under our previous credit facilities and for working capital
     Semi-annual interest payments with respect to the 8.250% notes and the
8.625% notes will be approximately $89.4 million, commencing on October 1, 1999.
No interest on the 9.920% notes will be payable prior to April 1, 2004.
Thereafter, semiannual interest payments will be approximately $162.6 million in
the aggregate, commencing on October 1, 2004.
     Concurrently with the issuance of the original notes, we refinanced
substantially all of our previous credit facilities and Marcus Cable's existing
credit facilities with new credit facilities entered into by Charter Operating.
In February and March 1999, we commenced cash tender offers to purchase the 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 Cable Operating
Company, L.L.C., and the 14.25% senior discount notes issued by Marcus Cable.
All notes except for $1.1 million in principal amount were paid off.
     Our credit facilities provide 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). Our
credit facilities also provide for a $1.25 billion revolving credit facility
with a maturity date of September 2008. As of June 30, 1999, approximately
$2.075 billion was available for borrowing under our credit facilities. After
giving effect to our pending acquisitions, there will be approximately $648
million of borrowing availability under our new 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 our new credit facilities bear interest at a base rate or a
eurodollar rate, 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 June 30, 1999 was 7.4%. Furthermore, we have entered into
interest rate protection agreements to reduce the impact of changes in interest
rates on our debt outstanding under our credit facilities. See "-- Interest Rate
     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 do not require the payment of interest until April 15, 2003. From and
after April 15, 2003, the Renaissance notes 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. Due to the change of control of
Renaissance, an offer to purchase the Renaissance