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CHARTER COMMUNICATIONS HOLDINGS, LLC and
CCH I HOLDINGS, LLC
Offer to Exchange
$150,704,000 Principal Amount of 11.125% Senior Accreting
Notes due 2014 of CCH I Holdings, LLC and CCH I Holdings
Capital Corp. which have been registered under the Securities
Act of 1933 for any and all outstanding 11.125% Senior Accreting
Notes due 2014 issued by CCH I Holdings, LLC and CCH I Holdings
Capital Corp. on September 28, 2005,
$470,907,287 Principal Amount of 9.920% Senior Accreting
Notes due 2014 of CCH I Holdings, LLC and CCH I Holdings Capital
Corp. which have been registered under the Securities Act of
1933 for any and all outstanding 9.920% Senior Accreting Notes
due 2014 issued by CCH I Holdings, LLC and CCH I Holdings
Capital Corp. on September 28, 2005,
$299,098,000 Principal Amount of 10.00% Senior Accreting
Notes due 2014 of CCH I Holdings, LLC and CCH I Holdings Capital
Corp. which have been registered under the Securities Act of
1933 for any and all outstanding 10.00% Senior Accreting Notes
due 2014 issued by CCH I Holdings, LLC and CCH I Holdings
Capital Corp. on September 28, 2005,
$814,590,000 Principal Amount of 11.75% Senior Accreting
Notes due 2014 of CCH I Holdings, LLC and CCH I Holdings Capital
Corp. which have been registered under the Securities Act of
1933 for any and all outstanding 11.75% Senior Accreting Notes
due 2014 issued by CCH I Holdings, LLC and CCH I Holdings
Capital Corp. on September 28, 2005,
$580,671,000 Principal Amount of 13.50% Senior Accreting
Notes due 2014 of CCH I Holdings, LLC and CCH I Holdings Capital
Corp. which have been registered under the Securities Act of
1933 for any and all outstanding 13.50% Senior Accreting Notes
due 2014 issued by CCH I Holdings, LLC and CCH I Holdings
Capital Corp. on September 28, 2005, and
$216,719,000 Principal Amount of 12.125% Senior Accreting
Notes due 2015 of CCH I Holdings, LLC and CCH I Holdings Capital
Corp. which have been registered under the Securities Act of
1933 for any and all outstanding
and 12.125% Senior Accreting Notes due 2015 issued by CCH I
Holdings, LLC and CCH I Holdings Capital Corp. on September 28,
2005
and
CHARTER COMMUNICATIONS HOLDINGS, LLC and
CCH I, LLC
Offer to Exchange
$3,525,000,000 in Principal Amount of 11.00% Senior Secured
Notes due 2015 of CCH I, LLC and CCH I Capital Corp. which have
been registered under the Securities Act of 1933 for any and all
outstanding 11.00% Senior Secured Notes due 2015 issued by CCH
I, LLC and CCH I Capital Corp. on September 28, 2005
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON
[ ],
2006, UNLESS EXTENDED (THE “EXPIRATION DATE”).
OUTSTANDING NOTES TENDERED IN THE EXCHANGE OFFER MAY BE
WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. AFTER THE
EXPIRATION DATE HAS BEEN EXTENDED, OUTSTANDING
NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER AS OF THE
PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE WITHDRAWN AFTER
THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.
To Our Clients:
We are enclosing herewith a Prospectus, dated
February , 2006 (the
“Prospectus”), of CCH I Holdings, LLC, a Delaware
limited liability company, and CCH I, LLC, a Delaware
limited liability company (together, the “Issuers”),
and related Letter of Transmittal (which, together with the
Prospectus, constitute the “Exchange Offer”) relating
to the offer by the Issuers to exchange their new notes to be
issued in the Exchange Offer (the “new notes”),
registered under the Securities Act of 1933, for a like
aggregate principal amount of their issued and outstanding notes
(the “outstanding notes”), which are not registered
under the Securities Act of 1933, upon the terms and subject to
the conditions set forth in the Exchange Offer.
The Exchange Offer is not conditioned upon any minimum number of
outstanding notes being tendered.
We are the holder of record of outstanding notes held by us for
your own account. A tender of such outstanding notes can be made
only by us as the record holder and pursuant to your
instructions. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to tender
outstanding notes held by us for your account.
We request instructions as to whether you wish to tender any or
all of the outstanding notes held by us for your account
pursuant to the terms and conditions of the Exchange Offer. We
also request that you confirm that we may on your behalf make
the representations contained in the Letter of Transmittal.
Pursuant to the Letter of Transmittal, each holder of
outstanding notes will represent to the Issuers that
(i) the new notes acquired pursuant to the Exchange Offer
are being acquired in the ordinary course of business,
(ii) neither the holder nor any such other person is
engaging in or intends to engage in the distribution of the new
notes, (iii) neither the holder nor any such person has an
arrangement or understanding with any person to participate in
the distribution of such new notes, and (iv) neither the
holder nor any such other person is an “affiliate” of
the Issuers as defined in Rule 405 under the Securities Act
or, if the holder is an “affiliate,” that the holder
will comply with the registration and prospectus delivery
requirements of the Securities Act of 1933 to the extent
applicable. If the holder is a broker-dealer (whether or not it
is also an “affiliate”) that will receive new notes
for its own account in exchange for outstanding notes that were
acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act of
1933 in connection with any resale of such new notes. By
acknowledging that it will deliver and by delivering a
prospectus meeting the requirements of the Securities Act of
1933.
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