Charter Communications Holding Company and Bresnan Capital Corporation Announce Change of Control Offer for Outstanding Debt

ST. LOUIS--(BUSINESS WIRE)--March 2, 2000--Charter Communications Holding Company, LLC (Nasdaq:CHTR) and Bresnan Capital Corporation announced that they have made a change of control offer (the "Offer Notice") effective February 15, 2000 to repurchase any and all outstanding 8% Senior Debentures due 2009 (the "Senior Notes") and 9 1/4% Senior Discount Debentures due 2009 (the "Senior Discount Notes," together with the Senior Notes, the "Notes") (CUSIP Nos. 107343AE5 and 107343AF2, respectively). As of February 15, 2000, the aggregate outstanding principal amount of the Senior Notes was $170.0 million and the accreted value of the Senior Discount Notes was approximately $193.2 million.

The terms and conditions of the change of control repurchase offer are set forth in an Offer to Purchase dated February 15, 2000. The change of control repurchase offer will expire at 5:00 p.m., Eastern Standard Time, on March 20, 2000, unless extended.

The repurchase price will be $1,010 per $1,000 principal amount for the Senior Notes and $712.69 per $1,000 principal amount for the Senior Discount Notes (representing an amount equal to 101% of the Accreted Value of the Senior Discount Notes on March 23, 2000 for each $1000 in principal amount at maturity). The repurchase price for the Senior Notes will also include unpaid and accrued interest, as applicable.

The paying agent for the change of control repurchase offer is State Street Bank and Trust Company. Copies of the Offer to Purchase to repurchase the Notes may be obtained by contacting State Street Bank and Trust at 617/662-1603.

On February 14, 2000, Charter Communications Holding Company, LLC and Charter Communications Holdings, LLC acquired Bresnan Communications Group, LLC and Bresnan Capital Corporation. This transaction constituted a Change of Control under the indenture governing the Notes. The indenture provides that upon the occurrence of a Change of Control, the issuers, or a third party on behalf of the issuers, shall make an offer to repurchase each holder's 8% senior note at a cash offer price equal to 101% of the senior note's principal amount plus accrued and unpaid interest thereon, if any, on the change of control offer payment date and to repurchase any and all of each holder's 9 1/4% senior discount note at a cash offer price equal to 101% of the accreted value of the senior discount note on the change of control offer payment date. The change of control offer payment date will be March 23, 2000 (the "Change of Control Payment Date"). Any senior note or senior discount note accepted for payment shall cease to accrue or accrete interest, as applicable, after the Change of Control Payment Date.

Charter Communications, Inc. (Nasdaq:CHTR) is a Wired World(TM) company offering a full range of traditional cable television services. Charter has also begun to offer services including digital cable television, high-speed Internet access and television-based Internet access and is introducing interactive video programming. All of these services are important steps toward the realization of the Wired World vision where cable's ability to transmit voice, video and data at high speeds will enable it to serve as the primary platform for the delivery of new services to the home and workplace. Charter is the fourth largest operator of cable television systems in the United States. For more information about Charter Communications, Inc., visit its web site at http://www.chartercom.com.

     CONTACT:  Charter Investment Inc., St. Louis
               Thomas M. Degnan, 314/543-2394
               tdegnan@chartercom.com