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Charter Closes on $546 Million 2nd Lien Notes.


ST. LOUIS -- Charter Communications Charter Communications NASDAQ: CHTR is an American company providing cable television, high-speed Internet, and telephone services to more than 5.7 million customers in 29 states. It is the third-largest publicly traded cable operator in the U.S. , Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:CHTR CHTR Charter
CHTR Canadian High Temperature Research
) (the "Company") announced that on March 19, 2008, its subsidiary, Charter Communications Operating, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 ("Charter Operating"), closed on the sale of $546 million principal amount of 10.875% 2nd lien notes due 2014 ("the Notes") in a private transaction. At the closing, the amount of the Notes was upsized from the amount previously announced.

The proceeds from the sale of the Notes were used to repay, but not permanently reduce, the outstanding debt balances under the existing revolving credit Revolving Credit

A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs.
 facility of Charter Operating.

The Notes were sold to qualified institutional buyers in reliance on Rule 144A Rule 144A

A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves.
 and outside the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  to non-U.S. persons in reliance on Regulation S. The Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful.

About Charter Communications

Charter Communications, Inc. is a leading broadband communications company Communications Company is a communications unit of the United States Marine Corps. They are part of Combat Logistics Regiment 37 , 3rd Marine Logistics Group (3MLG) and III Marine Expeditionary Force (III MEF). The unit is based out of the Marine Corps Base Camp Smedley D.  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 See how to access the Internet.  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 www.charter.com.

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, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our plans, strategies and prospects, both business and financial. 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 including, without limitation, the factors described under "Risk Factors" from time to time in our filings with the Securities and Exchange Commission ("SEC"). 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," "target," "opportunity" 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 other 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 fund debt obligations (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 credit facilities nplfacilidades fpl de crédito

credit facilities nplfacilités fpl de paiement

credit facilities 
, any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions;

* our ability to pay or refinance debt prior to or when it becomes due and/or refinance that debt through new issuances, exchange offers or otherwise, including restructuring our balance sheet and leverage position;

* the impact of competition from other distributors, including incumbent telephone companies, direct broadcast satellite operators, wireless broadband High-speed wireless transmission of data. What is "high" speed is always a changing number. Wireless systems are typically slower than land-based, wireline networks. In the past, wireless broadband started at 250 Kbps, whereas land-based broadband was generally considered to start at T1  providers, and digital subscriber line See DSL.

(communications, protocol) Digital Subscriber Line - (DSL, or Digital Subscriber Loop, xDSL - see below) A family of digital telecommunications protocols designed to allow high speed data communication over the existing copper telephone lines between end-users and
 ("DSL DSL
 in full Digital Subscriber Line

Broadband digital communications connection that operates over standard copper telephone wires. It requires a DSL modem, which splits transmissions into two frequency bands: the lower frequencies for voice (ordinary
") providers;

* difficulties in growing, further introducing, and operating our telephone services, while adequately meeting customer expectations for the reliability of voice services;

* our ability to adequately meet demand for installations and customer service;

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

* our ability to obtain programming at reasonable prices or to adequately raise prices to offset the effects of higher programming costs;

* general business conditions, economic uncertainty or slowdown, including the recent significant slowdown in the new housing sector and overall economy; and

* the effects of governmental regulation 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.
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Publication:Business Wire
Date:Mar 20, 2008
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