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CHARTER COMMUNICATIONS HOLDINGS, LLC
and
CCH I, LLC
Offer to Exchange
$462,006,000 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 14, 2006
and
CHARTER COMMUNICATIONS HOLDINGS, LLC
and
CCH II, LLC
Offer to Exchange
$250,000,000 in Principal Amount of 10.25% Senior Notes due
2013 of
CCH II, LLC and CCH II Capital Corp. which have been
registered under the
Securities Act of 1933 for any and all outstanding 10.25%
Senior Notes due 2013 issued by CCH II, LLC and
CCH II Capital Corp. on September 14, 2006
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WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.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EXPIRATION DATE MAY NOT BE WITHDRAWN AFTER THE DATE OF THE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 Registered Holders and The Depository Trust Company
Participants:
We are enclosing herewith the materials listed below relating to
the offer by CCH I, LLC, a Delaware limited liability
company, and CCH II, LLC, a Delaware limited liability
company (together, the “Issuers”), to exchange their
notes currently outstanding (the “Outstanding Notes”),
which are not registered under the Securities Act of 1933, for a
like aggregate principal amount of the Issuers’ new notes
to be issued in the Exchange Offer (the “New Notes”),
which have been registered under the Securities Act of 1933,
upon the terms and subject to the conditions set forth in the
Issuers’ Prospectus, dated
[ ],
2006 (the “Prospectus”) and the related Letter of
Transmittal (which, together with the Prospectus constitute the
“Exchange Offer”).
Enclosed herewith are copies of the following documents:
1. Prospectus;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery; and
4. Letter which may be sent to your clients for whose
account you hold Outstanding Notes in your name or in the name
of your nominee, with space provided for obtaining such
client’s instruction with regard to the Exchange Offer.
We urge you to contact your clients promptly. Please note that
the Exchange Offer will expire on the Expiration Date unless
extended.
The Exchange Offer is not conditioned upon any minimum number of
Outstanding Notes being tendered.
The Issuers will not pay any fee or commissions to any broker or
dealer or to any other persons (other than the Exchange Agent)
in connection with the solicitation of tenders of Outstanding
Notes pursuant to the Exchange Offer. The Issuers will pay or
cause to be paid any transfer taxes payable on the transfer of
Outstanding Notes to it, except as otherwise provided in
Instruction 11 of the enclosed Letter of Transmittal.
Additional copies of the enclosed material may be obtained from
the Exchange Agent.