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InvestorsAugust 25, 2006

Charter Communications Announces Interim Results of Private Debt Exchange Offers

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Charter Communications, Inc. (NASDAQ: CHTR) ("Charter"), CCH II, LLC and CCH II Capital Corp. have filed a registration statement on Form S-4 (including the prospectus contained therein) with the Securities and Exchange Commission for the exchange of Charter's 5.875% convertible senior notes due 2009 for the exchange consideration described therein. The information in this release is material to that exchange offer and the securities that are the subject of that offer. Before you tender the subject securities or otherwise make any investment decision with respect to the subject securities or the securities being offered thereby, you should read the prospectus in that registration statement and other documents we have filed with the SEC for more complete information about Charter and its subsidiaries. You may get these documents for free by visiting EDGAR on the SEC Web site at or by contacting Charter's Investor Relations department at Charter Plaza, 12405 Powerscourt Drive, St. Louis, Missouri 63131, telephone number (314) 965-0555.

Charter Communications, Inc. announced the results to date 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"). CCH II is offering to issue up to $200.0 million aggregate principal amount of new 10.25% Senior Notes due 2013 (the "CCH II Notes") and CCH I is offering to issue up to $675.0 million aggregate 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 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 5:00 PM, Eastern Time (ET), on Thursday, August 24, 2006, approximately $483.1 million in aggregate principal amount of Old Notes had been validly tendered, consisting of approximately $183.1 million aggregate principal amount of the 2009-2010 Notes and approximately $300.0 million aggregate principal amount of 2011-2012 Notes.

Based upon the tenders to date and subject to consummation of the offers, $200.0 million aggregate principal amount of CCH II Notes and approximately $212.0 million aggregate principal amount of CCH I Notes would be issued. Approximately $593.2 million aggregate principal amount of 2009-2010 Notes and approximately $583.4 million aggregate principal amount of 2011-2012 Notes would remain outstanding.

The table below shows the aggregate principal amount of each series of Old Notes tendered to date, the approximate principal amount of CCH II Notes and CCH I Notes that would be issued in the offer by series, and the approximate principal amount of 2009-2010 Notes and 2011-2012 Notes that would remain outstanding by series subsequent to settlement, based upon the tenders to date and 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           $81,206,000   $50,493,000   $24,665,000  $210,753,500
10.00% Senior
 Notes due
 2009            32,783,000    24,930,000     4,948,000   121,385,000
10.75% Senior
 Notes due
 2009            30,958,000    26,398,000     1,541,000    99,890,000
9.625% Senior
 Notes due
 2009            31,952,000    28,268,000        98,000    75,388,145
10.25% Senior
 Notes due
 2010             6,185,000     5,243,000        23,000    42,650,000
11.75% Senior
 Notes due
 2010                10,000             0         9,000    43,169,000
               ------------  ------------  ------------  ------------
               $183,094,000  $135,332,000   $31,284,000  $593,235,645

11.125% Senior
 Notes due
 2011           $70,426,000   $22,640,000   $35,074,000  $146,871,000
9.920% Senior
 Notes due
 2011            58,757,000    18,380,000    27,548,000   138,804,713
10.00% Senior
 Notes due
 2011            53,488,000     5,628,000    37,737,000    83,230,000
11.75% Senior
 Notes due
 2011            62,924,000    14,265,000    39,370,000    61,717,000
13.50%  Senior
 Notes due
 2011            32,514,000     1,920,000    26,763,000    61,815,000
12.125% Senior
 Notes due
 2012            21,850,000     1,835,000    14,237,000    91,012,000
               ------------- ------------- ------------- -------------
               $299,959,000   $64,668,000  $180,729,000  $583,449,713

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

    --  100% of the 2009-2010 Notes tendered for CCH II Notes would be
        exchanged for CCH II Notes; and

    --  Approximately 56.5% of the 2011-2012 Notes tendered for CCH II
        Notes would be exchanged for CCH II Notes and the balance
        would be exchanged for CCH I Notes.

Final proration of tenders of the Old Notes would be determined based on the total amount of Old Notes tendered prior to the expiration of the offers and, accordingly, the foregoing interim results are subject to change.

Old Notes tendered after 5:00 PM ET, on August 24, 2006 will not receive the early participation payment of $50.00 in principal amount of New Notes per $1,000 principal amount of Old Notes. The exchange offers will expire at 11:59 PM ET, on September 8, 2006 (the "expiration date"), unless extended.

Old Notes tendered pursuant to the offers may no longer be withdrawn. The settlement date of the offers is expected to be as soon as practicable following the expiration date.

Holders who exchange 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 offers are made only to qualified institutional buyers and to certain non-U.S. investors located outside the United States.

The complete terms and conditions of these private exchange offers are set forth in the informational documents relating to the offers. The exchange offers are subject to conditions that are described in the informational documents.

Documents relating to these private offers will only be distributed to noteholders who complete and return a letter of eligibility confirming that they are within the category of eligible investors for this private offer. Noteholders who desire a copy of the eligibility letter may contact Global Bondholder Service Corporation, the information agent for the offers, at (866) 470-3700 (U.S. Toll-free) or (212) 430-3774.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

About Charter Communications(R)

Charter Communications, Inc. is a leading broadband communications company and the third-largest publicly traded cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital(R) video entertainment programming, Charter High-Speed(TM) Internet access service, and Charter Telephone(TM) services. Charter Business(TM) similarly provides scalable, tailored and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. More information about Charter can be found at

Cautionary Statement Regarding Forward-Looking Statements:

This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding, among other things, our plans, strategies and prospects, both business and financial. The Company will not undertake to revise forward-looking projections to reflect events after this date. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Many of the forward-looking statements contained in this release may be identified by the use of forward-looking words such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim," "on track," and "potential," among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this release are set forth in reports or documents that we file from time to time with the SEC, and include, but are not limited to:

    --  the availability, in general, of funds to meet interest
        payment obligations under our debt and to fund our operations
        and necessary capital expenditures, either through cash flows
        from operating activities, further borrowings or other sources
        and, in particular, our ability to be able to provide under
        applicable debt instruments and under applicable law, such
        funds (by dividend, investment or otherwise) to the applicable
        obligor of such debt;

    --  our ability to comply with all covenants in our indentures and
        credit facilities, any violation of which would result in a
        violation of the applicable facility or indenture and could
        trigger a default of other obligations under cross-default

    --  our ability to pay or refinance debt prior to or when it
        becomes due and/or to take advantage of market opportunities
        and market windows to refinance that debt through new
        issuances, exchange offers or otherwise, including
        restructuring our balance sheet and leverage position;

    --  our ability to sustain and grow revenues and cash flows from
        operating activities by offering video, high-speed Internet,
        telephone and other services and to maintain and grow a stable
        customer base, particularly in the face of increasingly
        aggressive competition from other service providers;

    --  our ability to obtain programming at reasonable prices or to
        pass programming cost increases on to our customers;

    --  general business conditions, economic uncertainty or slowdown;

    --  the effects of governmental regulation, including but not
        limited to local franchise authorities, on our business.

All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this release.

CONTACT: Charter Communications, Inc.
Anita Lamont, 314-543-2215
Mary Jo Moehle, 314-543-2397

SOURCE: Charter Communications, Inc.