Charter Communications Announces Results of Private Debt Exchange Offers

Business Wire, Sept 13, 2006

ST. LOUIS -- Charter Communications, Inc. (NASDAQ: CHTR) ("Charter") announced the results of the offers by its indirect subsidiaries, CCH II, LLC ("CCH II") and CCH I, LLC ("CCH I"), to issue new notes in exchange for up to any and all of each series of the outstanding notes listed below of Charter Communications Holdings, LLC ("Charter Holdings"). Based upon the tenders and subject to consummation of the offers, CCH II will issue $250.0 million principal amount of new 10.25% Senior Notes due 2013 (the "CCH II Notes") and CCH I will issue $456.6 million principal amount of 11.00% Senior Secured Notes due 2015 (the "CCH I Notes", and collectively with the CCH II Notes, the "New Notes") in exchange for $791.3 million principal amount of Charter Holdings notes.

CCH II had offered to issue up to $250.0 million aggregate principal amount of CCH II Notes and CCH I had offered to issue up to $625.0 million aggregate principal amount of CCH I Notes in exchange for Charter Holdings notes with maturities in 2009 and 2010 (the "2009-2010 Notes") and in 2011 and 2012 (the "2011-2012 Notes" and, collectively with the 2009-2010 Notes, the "Old Notes").

As of 11:59 PM Eastern Time, on September 12, 2006 (the "Expiration Date"), approximately $791.3 million in aggregate principal amount of Old Notes had been validly tendered, consisting of approximately $307.9 million aggregate principal amount of 2009-2010 Notes and approximately $483.4 million aggregate principal amount of 2011-2012 Notes. Approximately $468.4 million aggregate principal amount of 2009-2010 Notes and approximately $400.0 million aggregate principal amount of 2011-2012 Notes will remain outstanding.

The table below shows the aggregate principal amount of each series of Old Notes tendered by the Expiration Date, the principal amount of CCH II Notes and CCH I Notes that will be issued in the offer by series, and the principal amount of 2009-2010 Notes and 2011-2012 Notes that will remain outstanding by series subsequent to settlement, subject to consummation of the offers.

Principal     Principal     Principal
                                Amount of     Amount of     Amount of
 Title of Old     Principal    New CCH II     New CCH I  Old Notes to
  Notes to be        Amount   Notes to be   Notes to be        Remain
    Exchanged      Tendered        Issued        Issued   Outstanding
-------------- ------------- ------------- ------------- -------------

8.625% Senior
 Notes due
 2009          $104,664,000  $ 77,017,000  $ 21,277,000  $187,295,500
10.00% Senior
 Notes due
 2009            49,328,000    42,428,000     3,489,000   104,840,000
10.75% Senior
 Notes due
 2009            60,135,000    52,494,000     3,915,000    70,713,000
9.625% Senior
 Notes due
 2009            55,220,000    48,591,000     2,638,000    52,120,145
10.25% Senior
 Notes due
 2010            16,580,000     9,897,000     4,928,000    32,255,000
11.75% Senior
 Discount
 Notes due
 2010            21,971,000    19,573,000     1,022,000    21,208,000
               ------------- ------------- ------------- -------------
               $307,898,000  $250,000,000  $ 37,269,000  $468,431,645

11.125% Senior
 Notes due
 2011          $164,747,000  $          0  $148,265,000  $ 52,550,000
9.920% Senior
 Discount
 Notes due
 2011           134,566,000             0   115,714,000    62,995,713
10.00% Senior
 Notes due
 2011            65,288,000             0    53,690,000    71,430,000
11.75% Senior
 Discount
 Notes due
 2011            64,424,000             0    56,522,000    60,217,000
13.50%  Senior
 Discount
 Notes due
 2011            32,514,000             0    28,895,000    61,815,000
12.125% Senior
 Discount
 Notes due
 2012            21,850,000             0    16,277,000    91,012,000
               ------------- ------------- ------------- -------------
               $483,389,000  $          0  $419,363,000  $400,019,713
               ------------- ------------- ------------- -------------
Totals         $791,287,000  $250,000,000  $456,632,000  $868,451,358
----------------------------------------------------------------------

Based upon the tenders to the Expiration Date and subject to consummation of the offers, Old Notes tendered for CCH II Notes will be pro rated (in accordance with the terms of the offers) as follows:

--Approximately 95.4% of the 2009-2010 Notes tendered for CCH II Notes will be exchanged for CCH II Notes and the balance will be exchanged for CCH I Notes; and

--None of the 2011-2012 Notes tendered for CCH II Notes will be exchanged for CCH II Notes and all such 2011-2012 Notes will be exchanged for CCH I Notes.

The numbers contained in this release are subject to final settlement calculations and the other terms of the offers.

Holders who exchanged Old Notes for New Notes will receive a cash payment on the settlement date of all accrued and unpaid cash interest to, but not including, the settlement date. The settlement date of the offers is expected to be on September 14, 2006.